AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2011

FILE NO.  333-160918
FILE NO.  811-22321

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933  [X]

Post-Effective Amendment No.  9

AND

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]


Amendment No.  11

MAINSTAY FUNDS TRUST
(exact name of registrant as specified in charter)

51 MADISON AVENUE, NEW YORK, NEW YORK 10010
(address of principal executive office)

REGISTRANT'S TELEPHONE NUMBER: (212) 576-7000

J. Kevin Gao, Esq.
MainStay Funds Trust
169 Lackawanna Avenue
Parsippany, NJ 07054
Copy to:
Sander M. Bieber, Esq.
Dechert LLP
1775 I Street, NW
Washington, DC 20006

(NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective

x
Immediately upon filing pursuant to paragraph (b) of Rule 485
o
on ________, pursuant to paragraph (b)(1) of Rule 485
o
60 days after filing pursuant to paragraph (a)(1) of Rule 485
o
on ________, pursuant to paragraph (a)(1) of Rule 485
o
75 days after filing pursuant to paragraph (a)(2) of Rule 485
o
on  ________  pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
o
This Post-Effective Amendment designates a new effective date for a previously filed post-effective amendment


 
 

 
 
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Prospectus for MainStay Equity Funds February 28, 2011
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MainStay ® Funds
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Investor Class

Class A

Class B

Class C

Class I

Class R1

Class R2

Class R3

EQUITY FUNDS

MainStay 130/30 Core Fund

MYCNX

MYCTX

--

MYCCX

MYCIX

--

--

--

MainStay 130/30 Growth Fund

MYGNX

MYGAX

--

MYGCX

MYGIX

--

--

--

MainStay Common Stock Fund

MCSSX

MSOAX

MOPBX

MGOCX

MSOIX

--

MSORX

--

MainStay Epoch U.S. All Cap Fund

MAWNX

MAAAX

MAWBX

MAWCX

MATIX

--

--

--

MainStay Epoch U.S. Equity Fund

EPLIX

EPLPX

--

EPLKX

EPLCX

--

--

--

MainStay Growth Equity Fund

MRINX

MREAX

MREBX

MRECX

MRIEX

--

--

--

MainStay ICAP Equity Fund

ICANX

ICAUX

--

ICAVX

ICAEX

ICAWX

ICAYX

ICAZX

MainStay ICAP Select Equity Fund

ICSOX

ICSRX

ICSQX

ICSVX

ICSLX

ICSWX

ICSYX

ICSZX

MainStay Large Cap Growth Fund

MLINX

MLAAX

MLABX

MLACX

MLAIX

MLRRX

MLRTX

MLGRX

MainStay MAP Fund

MSMIX

MAPAX

MAPBX

MMPCX

MUBFX

MAPRX

MPRRX

MMAPX

MainStay S&P 500 Index Fund

MYSPX

MSXAX

--

--

MSPIX

--

--

--

MainStay U.S. Small Cap Fund

MOINX

MOPAX

MOTBX

MOPCX

MOPIX

--

--

--

INTERNATIONAL EQUITY FUNDS

MainStay 130/30 International Fund

MYINX

MYITX

--

MYICX

MYIIX

--

--

--

MainStay Epoch Global Choice Fund

EPAIX

EPAPX

--

EPAKX

EPACX

--

--

--

MainStay Epoch Global Equity Yield Fund

EPSIX

EPSPX

--

EPSKX

EPSYX

--

--

--

MainStay Epoch International Small Cap Fund

EPIIX

EPIPX

--

EPIKX

EPIEX

--

--

--

MainStay ICAP Global Fund

ICGNX

ICGLX

--

ICGCX

ICGRX

--

--

--

MainStay ICAP International Fund

ICELX

ICEVX

--

ICEWX

ICEUX

ICETX

ICEYX

ICEZX

MainStay International Equity Fund

MINNX

MSEAX

MINEX

MIECX

MSIIX

MIERX

MIRRX

MIFRX

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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What's Inside?

4

MainStay 130/30 Core Fund

10

MainStay 130/30 Growth Fund

16

MainStay Common Stock Fund

21

MainStay Epoch U.S. All Cap Fund

26

MainStay Epoch U.S. Equity Fund

31

MainStay Growth Equity Fund

35

MainStay ICAP Equity Fund

40

MainStay ICAP Select Equity Fund

45

MainStay Large Cap Growth Fund

50

MainStay MAP Fund

56

MainStay S&P 500 Index Fund

60

MainStay U.S. Small Cap Fund

 

International Equity Funds

65

MainStay 130/30 International Fund

71

MainStay Epoch Global Choice Fund

76

MainStay Epoch Global Equity Yield Fund

81

MainStay Epoch International Small Cap Fund

86

MainStay ICAP Global Fund

92

MainStay ICAP International Fund

98

MainStay International Equity Fund

103

More About Investment Strategies and Risks

112

Shareholder Guide

149

Know With Whom You Are Investing

157

Financial Highlights

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MainStay 130/30 Core Fund
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Investment Objective

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The Fund seeks long-term growth of capital, with income as a secondary consideration.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1.00% 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses
Dividend Expense on Securities Sold Short 0.52% 0.55% 0.49% 0.52%
Broker Fees and Charges on Short Sales 0.40% 0.40% 0.40% 0.40%
Remainder of Other Expenses 0.33% 0.09% 0.34% 0.09%
Total Other Expenses 1.25% 1.04% 1.23% 1.01%
Acquired (Underlying) Fund Fees and Expenses 0.03% 0.03% 0.03% 0.03%
Total Annual Fund Operating Expenses 2 2.53% 2.32% 3.26% 2.04%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.50% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class C Class I
Class Assuming no
redemption
Assuming
redemption
at end of period
1 Year $ 792 $ 772 $ 329 $ 429 $ 207
3 Years $ 1,294 $ 1,235 $ 1,004 $ 1,004 $ 640
5 Years $ 1,821 $ 1,722 $ 1,702 $ 1,702 $ 1,098
10 Years $ 3,258 $ 3,060 $ 3,558 $ 3,558 $ 2,369
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 117% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund primarily invests in common stocks of well-established U.S. companies, primarily those with large capitalizations, that are similar to companies in the Russell 1000 ® Index.

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The Fund generally will hold long positions, either directly or through derivatives, equal to approximately 130% of the Fund's net assets, and short positions, either directly or through derivatives, equal to approximately 30% of the Fund's net assets. The proceeds from the short sales may be used to puchase all or a portion of the additional long positions. The long and short positions held by the Fund may vary over time as market opportunities develop. Under normal market conditions, the Fund's long positions may range from 120% to 140% of its net assets and its short positions may range from 20% to 40% of its net assets. The Fund's short sales positions are intended to allow the Fund to maintain additional long positions while keeping the Fund's net exposure to the market at a level similar to a "long only" strategy. As a result, the Fund intends to maintain an approximate 100% net long exposure to the equity market. Additionally, this long/short strategy enables the Fund to reflect both negative and positive views on individual stocks, and by employing this strategy, the Fund seeks to produce returns that exceed those of the Russell 1000 ® Index. However, in times of unusual or adverse market, economic, regulatory or political conditions, the Fund's long positions may be less than 120% of its net assets and/or its short positions may be less than 20% of its net assets. Periods of unusual or adverse market, economic, regulatory or political conditions may exist for as long as 6 months and, in some cases, longer. Regulatory bans on short selling activities may prevent the Fund from fully implementing its strategy.

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The Fund may also invest in derivatives such as futures, options, forward commitments and swap agreements, to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

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The Fund may also invest in real estate investment trusts ("REITs"). REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related loans.

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Investment Process: Based on quantitative analysis, the Fund takes long positions in, or overweights relative to the Russell 1000 ® Index, common stocks ( i.e. , purchases securities outright) that Madison Square Investors LLC, the Fund's Subadvisor, considers to have a high probability of outperforming the Russell 1000 ® Index over the following six to twelve months. Also, the Fund will underweight or sell short securities that the Subadvisor believes are likely to underperform. This means that the Fund may sell a security that it does not own, which it may do, for example, when the Subadvisor believes that the value of the security will decline.

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The Fund is managed with a core orientation (including growth and value equities). The Subadvisor uses a "bottom-up" approach that assesses stocks based on their individual strengths, rather than focusing on the underlying sectors/industries of those stocks or on general economic trends. The Subadvisor uses a quantitative process that ranks stocks based on traditional value measures, earnings quality and technical factors. These stocks are then generally held in larger or smaller proportions based on their relative attractiveness. On occasion, trading strategies that seek to realize returns over shorter periods, in addition to the Fund's short sale strategy, may be employed.

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The Subadvisor seeks to control the Fund's exposure to risk through sector and industry constraints. These constraints may limit the Fund's ability to overweight or underweight particular sectors or industries to the applicable benchmark. The Subadvisor will further seek to reduce risk by diversifying the Fund's portfolio over a large number of securities. The Subadvisor will periodically rebalance the Fund's long and short positions to maintain an approximate 100% net long exposure.

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In considering whether to trade a security, the Subadvisor may evaluate, among other things, the condition of the economy, meaningful changes in the issuer's financial condition, and changes in the condition and outlook in the issuer's industry.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Short Selling Risk: If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. The Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, the Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons. The Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

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Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with the Fund's custodian to cover the Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Fund may not be able to substitute or sell the pledged collateral. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover the short sale obligations. This may limit the Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

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Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot go below zero.

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By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long positions and make any change in the Fund's net asset value greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that the Fund will leverage its portfolio, or if it does, that the Fund's leveraging strategy will be successful.

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Regulatory Risk: Regulatory authorities in the United States or other countries may prohibit or restrict the ability of the Fund to fully implement its short-selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund's ability to fully implement its investment strategies. Certain foreign countries have adopted, and others may adopt, rules restricting the short-selling of certain stocks. Typically, these restrictions have been focused on financial stocks. The duration and scope of these restrictions have varied from country to country.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the Russell 1000 ® Index as its primary benchmark index. The Russell 1000 ® Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 ® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 ® represents approximately 92% of the Russell 3000 ® Index.

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Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer class might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2008-2010)

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Best Quarter

3Q/09

15.03%

Worst Quarter

4Q/08

-22.09%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year Life of Fund
Return Before Taxes
Investor Class 6.82% -8.49%
Class A 7.19% -8.34%
Class C 11.21% -7.69%
Class I 13.67% -6.64%
Return After Taxes on Distributions
Class I 13.61% -6.70%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 8.96% -5.58%
Russell 1000 ® Index (reflects no deductions for fees, expenses, or taxes) 16.10% -2.41%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Madison Square Investors LLC serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Madison Square Investors LLC

Harvey J. Fram, Managing Director

Since 2007

Mona Patni, Director

Since 2007

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. However, for Investor Class and Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay 130/30 Growth Fund
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Investment Objective

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The Fund seeks long-term growth of capital.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of the investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1.00% 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses
Dividend Expense on Securities Sold Short 0.35% 0.35% 0.37% 0.39%
Broker Fees and Charges on Short Sales 0.40% 0.40% 0.40% 0.40%
Remainder of Other Expenses 0.70% 0.56% 0.69% 0.56%
Total Other Expenses 1.45% 1.31% 1.46% 1.35%
Acquired (Underlying) Fund Fees and Expenses 0.01% 0.01% 0.01% 0.01%
Total Annual Fund Operating Expenses 2 2.71% 2.57% 3.47% 2.36%
Waivers / Reimbursements 2 (0.31)% (0.31)% (0.31)% (0.31)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 2.40% 2.26% 3.16% 2.05%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.50% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class C Class I
Class Assuming no redemption Assuming
redemption
at end of period
1 Year $ 780 $ 766 $ 319 $ 419 $ 208
3 Years $ 1,317 $ 1,278 $ 1,037 $ 1,037 $ 707
5 Years $ 1,880 $ 1,814 $ 1,776 $ 1,776 $ 1,232
10 Years $ 3,403 $ 3,273 $ 3,727 $ 3,727 $ 2,673
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 167% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund primarily invests in equity securities of companies with market capitalizations that are in the same range as companies in the Russell 1000 ® Growth Index. The Fund may also invest in mid-capitalization stocks.

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The Fund generally will hold long positions, either directly or through derivatives, equal to approximately 130% of the Fund's net assets, and short positions, either directly or through derivatives, equal to approximately 30% of the Fund's net assets. The proceeds from the short sales may be used to purchase all or a portion of the additional long positions. The long and short positions held by the Fund may vary over time as market opportunities develop. Under normal market conditions, the Fund's long positions may range from 120% to 140% of its net assets and its short positions may range from 20% to 40% of its net assets. The Fund's short sales positions are intended to allow the Fund to maintain additional long positions while keeping the Fund's net exposure to the market at a level similar to a "long only" strategy. As a result, the Fund intends to maintain an approximate 100% net long exposure to the equity market. Additionally, this long/short strategy enables the Fund to reflect both negative and positive views on individual stocks, and by employing this strategy, the Fund seeks to produce returns that exceed those of the Russell 1000 ® Growth Index. However, in times of unusual or adverse market, economic, regulatory or political conditions, the Fund's long positions may be less than 120% of its net assets and/or its short positions may be less than 20% of its net assets. Periods of unusual or adverse market, economic, regulatory or political conditions may exist for as long as 6 months and, in some cases, up to a year. Regulatory bans on short selling activities may prevent the Fund from fully implementing its strategy.

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The Fund may also invest in derivatives such as futures, options, forward commitments and swap agreements to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. The Fund may invest in American Depositary Receipts and may also invest in real estate investment trusts ("REITs").

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Investment Process: Based on quantitative analysis, the Fund takes long positions in, or overweights relative to the Russell 1000 ® Growth Index, common stocks ( i.e., purchases securities outright) that Madison Square Investors LLC, the Fund's Subadvisor, considers to have a high probability of outperforming the Russell 1000 ® Growth Index over the long term. Also, the Fund will underweight or sell short securities that it believes are likely to underperform. This means that the Fund may sell a security that it does not own, which it may do, for example, when the Subadvisor believes that the value of the security will decline.

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The Subadvisor uses a "bottom-up" investment approach when selecting investments for the Fund. This means it bases investment decisions on company-specific factors, and not general economic conditions. In selecting stocks for the Fund to purchase "long," the Subadvisor uses a model that attempts to gain maximum exposure to attractive fundamentals that it believes drives U.S. large and mid-cap growth stocks in a disciplined, risk-controlled framework. The model ranks stocks based on traditional value measures, earnings quality and technical factors.

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The Subadvisor may sell a security or cover a short position if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to trade a security, the Subadvisor may evaluate, among other things, the condition of the economy, meaningful changes in the issuer's financial condition, and changes in the condition and outlook in the issuer's industry. Additionally, all stocks that decline 20% or more from a recent high will be reviewed for possible fundamental deterioration.

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The Subadvisor seeks to control the Fund's exposure to risk through sector and industry constraints. These constraints may limit the Fund's ability to overweight or underweight particular sectors or industries to the applicable benchmark. The Subadvisor will further seek to reduce risk by diversifying the Fund's portfolio over a large number of securities. The Subadvisor will periodically rebalance the Fund's long and short positions to maintain an approximate 100% net long exposure.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Short Selling Risk: If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. The Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, the Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons. The Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

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Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with the Fund's custodian to cover the Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Fund may not be able to substitute or sell the pledged collateral. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover the short sale obligations. This may limit the Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

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Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot go below zero.

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By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long positions and make any change in the Fund's net asset value greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that the Fund will leverage its portfolio, or if it does, that the Fund's leveraging strategy will be successful.

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Regulatory Risk: Regulatory authorities in the United States or other countries may prohibit or restrict the ability of the Fund to fully implement its short-selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund's ability to fully implement its investment strategies. Certain foreign countries have adopted, and others may adopt, rules restricting the short-selling of certain stocks. Typically, these restrictions have been focused on financial stocks. The duration and scope of these restrictions have varied from country to country.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the Russell 1000 ® Growth Index as its primary benchmark index. The Russell 1000 ® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 ® companies with higher price-to-book ratios and higher forecasted growth values.

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Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008 adjusted for differences in fees and expenses. Unadjusted, the performance for the newer class might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2008-2010)

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Best Quarter

3Q/09

13.83%

Worst Quarter

4Q/08

-22.51%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year Life of Fund
Return Before Taxes
Investor Class 2.14% -5.86%
Class A 2.02% -5.89%
Class C 6.22% -5.11%
Class I 8.52% -4.02%
Return After Taxes on Distributions
Class I 8.52% -4.02%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 5.54% -3.39%
Russell 1000 ® Growth Index (reflects no deductions for fees, expenses, or taxes) 16.71% 0.55%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Madison Square Investors LLC serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Madison Square Investors LLC

Harish Kumar, Managing Director

Since 2007

Martin J. Mickus, Managing Director

Since 2010

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. However, for Investor Class and Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Common Stock Fund

Investment Objective

The Fund seeks long-term growth of capital, with income as a secondary consideration.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I Class R2
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.57% 0.57% 0.57% 0.57% 0.57% 0.57%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None 0.25%
Other Expenses 0.79% 0.14% 0.79% 0.79% 0.14% 0.24%
Acquired (Underlying) Fund Fees and Expenses 0.02% 0.02% 0.02% 0.02% 0.02% 0.02%
Total Annual Fund Operating Expenses 1.63% 0.98% 2.38% 2.38% 0.73% 1.08%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.55% on assets up to $500 million; 0.525% on assets from $500 million to $1 billion; and 0.50% on assets in excess of $1 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.02% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

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Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class B Class C Class I Class R2
Class Assuming
no
redemption
Assuming
redemption
at end of period
Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 707 $ 644 $ 241 $ 741 $ 241 $ 341 $ 75 $ 110
3 Years $ 1,036 $ 845 $ 742 $ 1,042 $ 742 $ 742 $ 233 $ 343
5 Years $ 1,388 $ 1,062 $ 1,270 $ 1,470 $ 1,270 $ 1,270 $ 406 $ 595
10 Years $ 2,376 $ 1,685 $ 2,530 $ 2,530 $ 2,716 $ 2,716 $ 906 $ 1,317
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 152% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund normally invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in common stocks. The Fund primarily invests in common stocks of U.S. companies with market capitalizations that, at the time of investment, are similar to companies in the Standard & Poor's 500 ® ("S&P 500 ® ") Index and the Russell 1000 ® Index.

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Investment Process: Madison Square Investors LLC, the Fund's Subadvisor, seeks to identify companies that are considered to have a high probability of outperforming the S&P 500 ® Index over the following six to twelve months.

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The Fund is managed with a core orientation (including growth and value equity securities). The Subadvisor uses a "bottom-up" approach that assesses stocks based on their individual strengths, rather than focusing on the underlying sectors/industries of those stocks or on general economic trends. The Subadvisor uses a quantitative process that ranks stocks based on traditional value measures, earnings quality and technical factors. These stocks are then generally held in larger or smaller proportions based on their relative attractiveness. The Subadvisor may also use short term trading strategies that seek to realize returns over shorter periods.

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The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the relative valuation of the security compared to the Fund's universe and the issuer's industry, and meaningful changes in the issuer's financial condition.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of two broad-based securities market indices. The Fund has selected the S&P 500 ® Index as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Russell 1000 ® Index as its secondary benchmark index. The Russell 1000 ® Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 ® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 ® represents approximately 92% of the Russell 3000 ® Index.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class I shares, first offered on December 28, 2004, include historical performance of Class A shares through December 27, 2004. Investor Class shares were first offered on February 28, 2008 and Class R2 shares were first offered on December 14, 2007. Performance figures for Investor Class shares include the historical performance of Class A shares through February 27, 2008. As of the date of this Prospectus, Class R2 shares have not yet commenced operations. As a result, the performance figures for Class R2 shares include the historical performance of Class A shares through December 31, 2010. The performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class B Shares

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(by calendar year 2001-2010)

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Best Quarter

3Q/09

14.68%

Worst Quarter

4Q/08

-22.08%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 4.50% -1.29% -1.81%
Class A 5.07% -1.02% -1.68%
Class B 4.76% -1.27% -1.99%
Class C 8.76% -0.91% -1.99%
Class I 11.44% 0.57% -0.73%
Class R2 11.08% 0.01% -1.22%
Return After Taxes on Distributions
Class B 4.75% -1.70% -2.20%
Return After Taxes on Distributions and Sale of Fund Shares
Class B 3.10% -1.14% -1.70%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 1.41%
Russell 1000 ® Index (reflects no deductions for fees, expenses, or taxes) 16.10% 2.59% 1.83%
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After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. Madison Square Investors LLC serves as the Fund's Subadvisor.

 

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Subadvisor

Portfolio Managers

Service Date

Madison Square Investors LLC

Harvey J. Fram, Managing Director

Since 2004

Migene Kim, Director

Since 2007

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401 Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R2 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

<R>

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Epoch U.S. All Cap Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.85% 0.85% 0.85% 0.85% 0.85%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.59% 0.09% 0.59% 0.59% 0.09%
Total Annual Fund Operating Expenses 1.69% 1.19% 2.44% 2.44% 0.94%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.85% on assets up to $500 million; 0.825% on assets from $500 milion to $1 billion; and 0.80% on assets in excess of $1 billion.

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Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class B Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of period
Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 712 $ 665 $ 247 $ 747 $ 247 $ 347 $ 96
3 Years $ 1,053 $ 907 $ 761 $ 1,061 $ 761 $ 761 $ 300
5 Years $ 1,417 $ 1,168 $ 1,301 $ 1,501 $ 1,301 $ 1,301 $ 520
10 Years $ 2,438 $ 1,914 $ 2,591 $ 2,591 $ 2,776 $ 2,776 $ 1,155
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</R>

Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 41% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund invests primarily in a diversified portfolio consisting of equity securities of U.S. companies. Under normal circumstances, the Fund will invest at least 80% of its assets (net assets plus any borrowings for investment purposes) in equity securities of U.S. companies across all market capitalizations. Generally, U.S. companies are companies organized in the U.S. that trade primarily in U.S. securities markets. Equity securities consist of common stocks, depositary receipts, real estate investment trusts ("REITs"), master limited partnerships ("MLPs"), and securities convertible into common stock, such as warrants, rights, convertible bonds, debentures and convertible preferred stock. MLPs are publicly traded limited partnerships that are operated under the supervision of one or more managing general partners.

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Investment Process: Epoch Investment Partners, Inc., the Fund's Subadvisor, invests primarily in companies that generate increasing levels of free cash flow and that use it to create returns for shareholders.

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The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt reduction.

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The Subadvisor may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

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Although the Fund may invest in securities across all market capitalizations, it may invest a significant portion of its assets in companies of one particular market capitalization category when the Fund's Subadvisor believes such companies offer attractive opportunities. While the Fund intends to invest primarily in the equity securities of U.S. companies, under normal market conditions it may also invest up to 20% of its net assets in high quality money market instruments and repurchase agreements. The Fund may also invest up to 15% of its net assets in foreign securities, which are generally securities issued by companies that are organized outside of the U.S. and trade primarily in markets outside the U.S.

</R>

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

</R>

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

</R>

Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

</R>

Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

<R>

Master Limited Partnership Risk: MLPs carry many of the risks inherent in investing in a partnership. State law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a MLP. Limited partners may also have more limited control and limited rights to vote on matters affecting the MLP.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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High Quality Money Market Instrument Risk: High quality money market instruments generally are highly-rated short-term debt obligations and similar securities. While high quality money market instruments typically have a low risk of loss relative to other debt securities, they have a higher risk of loss than cash. The value of these instruments moves inversely to interest rate changes. Also, these instruments are subject to the risk that an issuer will default on its payment obligation. Generally, yields on such instruments tend to lag behind prevailing rates. To the extent the Fund holds cash or invests in money market or short-term securities, there is no assurance that the Fund will achieve its investment objective.

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Repurchase Agreement Risk: Repurchase agreements are subject to the risks that the seller will become bankrupt or insolvent before the date of repurchase or otherwise will fail to repurchase the security as agreed, which could cause losses to the Fund.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart or in the best and worst quarterly returns table. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Russell 3000 ® Index as its primary benchmark. The Russell 3000 ® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A, B and C shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. The performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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Best Quarter

3Q/09

14.85%

Worst Quarter

4Q/08

-27.32%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 8.90% -0.55% -2.29%
Class A 9.42% -0.32% -2.18%
Class B 9.40% -0.56% -2.48%
Class C 13.38% -0.19% -2.47%
Class I 16.11% 1.24% -1.24%
Return After Taxes on Distributions
Class I 16.01% 0.97% -1.37%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 10.55% 1.08% -1.03%
Russell 3000 ® Index (reflects no deductions for fees, expenses, or taxes) 16.93% 2.74% 2.16%
</R> <R>
</R>

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as the Fund's Subadvisor.

 

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Subadvisor

Portfolio Managers

Service date

Epoch Investment Partners, Inc.

David Pearl, Executive Vice President & Co-Chief Investment Officer

Since 2009

Michael Welhoelter, Managing Director

Since 2009

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

</R>

How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Epoch U.S. Equity Fund
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Investment Objective

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The Fund seeks long-term capital appreciation.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses 0.38% 0.32% 0.38% 0.32%
Total Annual Fund Operating Expenses 2 1.43% 1.37% 2.18% 1.12%
Waivers / Reimbursements 2 (0.03)% (0.03)% (0.03)% (0.03)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.40% 1.34% 2.15% 1.09%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Class A, 1.34%; and Class I, 1.09%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A shares, to Investor Class and Class C shares. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 685 $ 679 $ 218 $ 318 $ 111
3 Years $ 975 $ 957 $ 679 $ 679 $ 353
5 Years $ 1,286 $ 1,256 $ 1,167 $ 1,167 $ 614
10 Years $ 2,166 $ 2,103 $ 2,511 $ 2,511 $ 1,360
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 54% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund invests in a diversified portfolio that includes equity securities of U.S. companies. Under normal circumstances, the Fund will invest at least 80% of its assets (net assets plus any borrowings for investment purposes) in equity securities of U.S. companies with market capitalizations of $2 billion and above at the time of purchase. Generally, U.S. companies are companies organized in the U.S. that trade primarily in U.S. securities markets. Equity securities consist of common stocks, depositary receipts, real estate investment trusts ("REITs") and master limited partnerships ("MLPs"). MLPs are limited partnerships in which ownership interests are publicly traded and are operated under the supervision of one or more managing general partners. The Fund may also invest up to 15% of its net assets in securities of foreign companies. Generally, foreign companies are companies organized outside the U.S. and that trade primarily in non-U.S. securities markets. Under normal market conditions, the Fund may also invest up to 20% of its net assets in high quality money market instruments and repurchase agreements.

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Investment Process: Epoch Investment Partners, Inc., the Fund's Subadvisor, invests primarily in companies that generate increasing levels of free cash flow and have managements that use it to create returns for shareholders.

</R> <R> </R> <R>

The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt reduction.

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The Subadvisor may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

</R> <R> </R> <R> </R> <R>

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Master Limited Partnership Risk: MLPs carry many of the risks inherent in investing in a partnership. State law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a MLP. Limited partners may also have more limited control and limited rights to vote on matters affecting the MLP.

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High Quality Money Market Instrument Risk: High quality money market instruments generally are highly-rated short-term debt obligations and similar securities. While high quality money market instruments typically have a low risk of loss relative to other debt securities, they have a higher risk of loss than cash. The value of these instruments moves inversely to interest rate changes. Also, these instruments are subject to the risk that an issuer will default on its payment obligation. Generally, yields on such instruments tend to lag behind prevailing rates. To the extent the Fund holds cash or invests in money market or short-term securities, there is no assurance that the Fund will achieve its investment objective.

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Repurchase Agreement Risk: Repurchase agreements are subject to the risks that the seller will become bankrupt or insolvent before the date of repurchase or otherwise will fail to repurchase the security as agreed, which could cause losses to the Fund.

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</R> <R>

Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of two broad-based securities market indices. The Fund has selected the Russell 1000 ® Index as its primary benchmark. The Russell 1000 ® Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 ® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 ® Index represents approximately 92% of the Russell 3000 ® Index. The Fund has selected the Russell 3000 ® Index as its secondary benchmark. The Russell 3000 ® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

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Performance figures for Class I and Class A shares reflect the historical performance of the Institutional Class and Class P shares, respectively, of the Epoch U.S. Large Cap Fund (the predecessor to the Fund, which was subject to a different fee structure and for which Epoch Investment Partners, Inc. served as investment adviser) for periods prior to November 16, 2009. Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on December 3, 2008 and Class A shares (formerly Class P shares) were first offered on February 3, 2009. Performance figures for Class C and Investor Class shares, first offered on November 16, 2009, include historical performance of Class I shares through November 15, 2009, adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

</R> <R>

(calendar year 2009-2010)

</R>

   

<R>

Best Quarter

2Q/09

15.85%

Worst Quarter

2Q/10

-12.43%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year Life of Fund
Return Before Taxes
Investor Class 5.93% 19.58%
Class A 6.05% 20.01%
Class C 10.24% 22.05%
Class I 12.46% 23.31%
Return After Taxes on Distributions
Class I 10.44% 20.89%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 10.02% 19.17%
Russell 1000 ® Index (reflects no deductions for fees, expenses, or taxes) 16.10% 23.91%
Russell 3000 ® Index (reflects no deductions for fees, expenses, or taxes) 16.93% 24.53%
</R> <R> </R> <R>

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

</R> <R> </R> <R>

New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as the Fund's Subadvisor.

</R> <R> </R> <R>

 

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Subadvisor

Portfolio Managers

Service Date

Epoch Investment Partners, Inc.

David Pearl, Executive Vice President & Co-Chief Investment Officer

Since 2009

Michael Welhoelter, Managing Director

Since 2009

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

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How to Purchase and Sell Shares

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You may purchase or sell shares on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 0226-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $2,500 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Growth Equity Fund

Investment Objective

The Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.70% 0.70% 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.57% 0.28% 0.57% 0.57% 0.28%
Acquired (Underlying) Fund Fees and Expenses 0.01% 0.01% 0.01% 0.01% 0.01%
Total Annual Fund Operating Expenses 1.53% 1.24% 2.28% 2.28% 0.99%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.70% on assets up to $500 million and 0.675% on assets in excess of $500 million.

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Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class B Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of period
Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 697 $ 669 $ 231 $ 731 $ 231 $ 331 $ 101
3 Years $ 1,007 $ 922 $ 712 $ 1,012 $ 712 $ 712 $ 315
5 Years $ 1,338 $ 1,194 $ 1,220 $ 1,420 $ 1,220 $ 1,220 $ 547
10 Years $ 2,273 $ 1,967 $ 2,427 $ 2,427 $ 2,615 $ 2,615 $ 1,213
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 131% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund normally invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in equity securities. The Fund invests generally in large capitalization stocks that Madison Square Investors LLC, the Fund's Subadvisor, believes will provide an opportunity for achieving superior relative portfolio returns ( i.e., returns in excess of the Russell 1000 ® Growth Index) over the long term.

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Investment Process: The Subadvisor uses a "bottom-up" investment approach when selecting investments for the Fund. This means it bases investment decisions on company-specific factors, and not general economic conditions. In selecting stocks for the Fund, the Subadvisor uses a model that attempts to gain maximum exposure to attractive fundamentals that it believes drive U.S. large and mid-cap growth stocks in a disciplined, risk-controlled framework. The model ranks stocks based on traditional value measures, earnings quality and technical factors.

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The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to trade a security, the Subadvisor may evaluate, among other things, the condition of the economy, meaningful changes in the issuer's financial condition, and changes in the ranking of the security in the model. The Subadvisor engages in periodic rebalancing to align the portfolio with the model.

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Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one year period, five year period and for the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the Russell 1000 ® Growth Index as its primary benchmark index. The Russell 1000 ® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 ® companies with higher price-to-book ratios and higher forecasted growth values.

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Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on November 4, 2005. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008 adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer class might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2006-2010)

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Best Quarter

3Q/09

13.43%

Worst Quarter

4Q/08

-21.64%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 5.19% 1.09% 1.31%
Class A 5.58% 1.20% 1.42%
Class B 5.60% 1.08% 1.47%
Class C 9.60% 1.46% 1.65%
Class I 11.88% 2.62% 2.81%
Return After Taxes on Distributions
Class I 11.88% 2.51% 2.71%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 7.72% 2.22% 2.39%
Russell 1000 ® Growth Index (reflects no deductions for fees, expenses, or taxes) 16.71% 3.75% 4.14%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

New York Life Investments serves as the Fund's Manager. Madison Square Investors LLC serves as the Fund's Subadvisor.

 

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Subadvisor

Portfolio Managers

Service Date

Madison Square Investors LLC

Harish Kumar, Managing Director

Since 2005

Martin J. Mickus, Managing Director

Since 2010

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay ICAP Equity Fund
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Investment Objective

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The Fund seeks a superior total return with only a moderate degree of risk.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None None 0.25% 0.50%
Other Expenses 0.51% 0.13% 0.51% 0.13% 0.23% 0.23% 0.23%
Total Annual Fund Operating Expenses 2 1.56% 1.18% 2.31% 0.93% 1.03% 1.28% 1.53%
Waivers / Reimbursements 2 0.00% 0.00% 0.00% (0.03)% 0.00% 0.00% 0.00%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.56% 1.18% 2.31% 0.90% 1.03% 1.28% 1.53%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class I shares do not exceed 0.90% of its average daily net assets. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Investor Class A Class C Class I Class R1 Class R2 Class R3
Expenses after Class Assuming
no
redemption
Assuming
redemption
at end of
period

1 Year $ 700 $ 664 $ 234 $ 334 $ 92 $ 105 $ 130 $ 156
3 Years $ 1,016 $ 904 $ 721 $ 721 $ 293 $ 328 $ 406 $ 483
5 Years $ 1,353 $ 1,163 $ 1,235 $ 1,235 $ 512 $ 569 $ 702 $ 834
10 Years $ 2,304 $ 1,903 $ 2,646 $ 2,646 $ 1,140 $ 1,259 $ 1,545 $ 1,824
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 64% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund invests primarily in U.S. dollar-denominated equity securities of U.S. and foreign companies with market capitalizations (at the time of investment) of at least $2 billion. The Fund seeks to achieve a total return greater than the Standard & Poor's 500 ® ("S&P 500 ® ") Index over longer periods of time and indices comprised of value-oriented stocks over shorter periods of time.

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The Fund typically holds between 40 and 50 securities. Under normal circumstances, the Fund will invest at least 80% of its assets (net assets plus any borrowings for investment purposes) in common stocks and other equity securities. Other equity securities may include American Depositary Receipts, warrants, real estate investment trusts ("REITs"), preferred stocks and other securities convertible or exchangeable into common stock. The Fund intends to be virtually fully invested in equity securities at all times.

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Investment Process: Institutional Capital LLC's ("ICAP" or "Subadvisor") investment process involves the following key components: Identify Best Values - ICAP identifies stocks that it believes offer the best values and seeks to avoid companies that are exhibiting excessive deterioration in earnings trends. ICAP also considers the dividend yield as a component of total returns when evaluating the attractiveness of a security; Identify Catalysts - ICAP focuses on what it believes the key investment variables (catalysts) are that could potentially impact the security's market value. These catalysts are primarily company-specific, such as a new product, restructuring or a change in management, but occasionally the catalyst can be thematic - dependent on macroeconomic or industry trends; Portfolio Construction - After a review of stock recommendations, ICAP's portfolio management team determines whether or not to add the stock to the portfolio or to monitor it for future purchase.

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ICAP continuously monitors each security and evaluates whether to eliminate it when its price target is achieved, the catalyst becomes inoperative or another stock offers a greater opportunity.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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Concentrated Portfolio Risk: Because the Fund invests in relatively few holdings, a larger percentage of its assets may be invested in a particular issuer or in fewer companies than is typical of other mutual funds. This may increase volatility. The Fund will be more susceptible to adverse economic, political, regulatory or market developments affecting a single issuer.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of two broad-based securities market indices. The Fund has selected the S&P 500 ® Index as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the S&P 500 ® Value Index as its secondary benchmark index. The S&P 500 ® Value Index represents approximately half of the market capitalization of the stocks in the S&P 500 ® Index that, on a growth-value spectrum, have been identified as falling either wholly or partially within the value half of the spectrum based on multiple factors.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A, C, R1, R2 and R3 shares, first offered September 1, 2006, include the historical performance of Class I shares through August 31, 2006. Performance figures for Investor Class shares, first offered on April 29, 2008 include the historical performance of Class A shares through April 28, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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Best Quarter

3Q/09

16.29%

Worst Quarter

4Q/08

-22.43%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 9.24% 1.71% 2.50%
Class A 9.63% 1.82% 2.56%
Class C 13.75% 2.10% 2.31%
Class I 16.34% 3.32% 3.44%
Class R1 16.22% 3.22% 3.34%
Class R2 15.89% 2.96% 3.08%
Class R3 15.61% 2.71% 2.82%
Return After Taxes on Distributions
Class I 16.06% 2.31% 2.46%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 10.95% 2.71% 2.72%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 1.41%
S&P 500 ® Value Index (reflects no deductions for fees, expenses, or taxes) 15.10% 0.87% 1.65%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Institutional Capital LLC serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Institutional Capital LLC

Jerrold K. Senser, Chief Executive Officer & Chief Investment Officer

Since 1994

Thomas R. Wenzel, Senior Executive Vice President & Director of Research

Since 1994

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies for investments in Investor Class and Class C shares. However, for Investor Class and Class C shares investing through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay ICAP Select Equity Fund
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Investment Objective

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The Fund seeks a superior total return.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None None 0.25% 0.50%
Other Expenses 0.46% 0.18% 0.46% 0.46% 0.18% 0.28% 0.28% 0.28%
Total Annual Fund Operating Expenses 3 1.51% 1.23% 2.26% 2.26% 0.98% 1.08% 1.33% 1.58%
Waivers / Reimbursements 3 0.00% (0.05)% 0.00% 0.00% (0.08)% 0.00% 0.00% 0.00%
Total Annual Fund Operating Expenses After Waivers / Expenses 3 1.51% 1.18% 2.26% 2.26% 0.90% 1.08% 1.33% 1.58%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.80% on assets up to $5 billion; and 0.775% on assets in excess of $5 billion.

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3

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Class A, 1.18%; and Class I, 0.90%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class B Class C Class I Class R1 Class R2 Class R3
Class Assuming
no redemption
Assuming
redemption
at end of
period
Asssuming
no
redemption
Assuming
redemption
at end of
period
1 Year $ 695 $ 664 $ 229 $ 729 $ 229 $ 329 $ 92 $ 110 $ 135 $ 161
3 Years $ 1,001 $ 914 $ 706 $ 1,006 $ 706 $ 706 $ 304 $ 343 $ 421 $ 499
5 Years $ 1,328 $ 1,184 $ 1,210 $ 1,410 $ 1,210 $ 1,210 $ 534 $ 595 $ 729 $ 860
10 Years $ 2,252 $ 1,953 $ 2,407 $ 2,407 $ 2,595 $ 2,595 $ 1,194 $ 1,317 $ 1,601 $ 1,878
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 55% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund invests primarily in U.S. dollar-denominated equity securities of U.S. and foreign companies with market capitalizations (at the time of investment) of at least $2 billion. The Fund seeks to achieve a total return greater than the Standard & Poor's 500 ® ("S&P 500 ® ") Index over longer periods of time and indices comprised of value-oriented stocks over shorter periods of time.

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The Fund will typically hold between 25 and 30 securities. Under normal circumstances, the Fund will invest at least 80% of its assets (net assets plus borrowings for investment purposes) in common stocks and other equity securities. Other equity securities may include American Depositary Receipts, warrants, real estate investment trusts ("REITs"), preferred stocks and other securities convertible or exchangeable into common stock.

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Investment Process: Institutional Capital LLC's ("ICAP" or "Subadvisor") investment process involves the following key components: Identify Best Values - ICAP identifies stocks that it believes offer the best values and seeks to avoid companies that are exhibiting excessive deterioration in earnings trends. ICAP also considers dividend yield as a component of total returns when evaluating the attractiveness of a security; Identify Catalysts - ICAP focuses on what it believes the key investment variables (catalysts) are that could potentially impact the security's market value. These catalysts are primarily company-specific, such as a new product, restructuring or a change in management, but occasionally the catalyst can be thematic - dependent on macroeconomic or industry trends; Portfolio Construction - After a review of stock recommendations, ICAP's portfolio management team determines whether or not to add the stock to the portfolio or to monitor it for future purchase.

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ICAP continuously monitors each security and evaluates whether to eliminate it when its price target is achieved, the catalyst becomes inoperative or another stock offers a greater opportunity.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Concentrated Portfolio Risk: Because the Fund invests in relatively few holdings, a larger percentage of its assets may be invested in a particular issuer or in fewer companies than is typical of other mutual funds. This may increase volatility. The Fund will be more susceptible to adverse economic, political, regulatory or market developments affecting a single issuer.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of two broad-based securities market indices. The Fund has selected the S&P 500 ® Index as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the S&P 500 ® Value Index as its secondary benchmark index. The S&P 500 ® Value Index represents approximately half of the market capitalization of the stocks in the S&P 500 ® Index that, on a growth-value spectrum, have been identified as falling either wholly or partially within the value half of the spectrum based on multiple factors.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A, C, R1, R2 and R3 shares, first offered on September 1, 2006, include the historical performance of Class I shares through August 31, 2006. Performance figures for Investor Class shares, first offered on April 29, 2008, include the historical performance of Class A shares through April 28, 2008. Performance figures for Class B shares, first offered on November 13, 2009, include the historical performance of Class I shares through November 12, 2009. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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Best Quarter

4Q/03

16.27%

Worst Quarter

4Q/08

-22.00%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 10.59% 2.58% 4.21%
Class A 10.91% 2.71% 4.27%
Class B 11.12% 2.62% 4.02%
Class C 15.12% 2.98% 4.02%
Class I 17.71% 4.16% 5.14%
Class R1 17.47% 4.04% 5.03%
Class R2 17.19% 3.78% 4.76%
Class R3 16.91% 3.54% 4.51%
Return After Taxes on Distributions
Class I 17.47% 3.22% 4.46%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 11.78% 3.32% 4.26%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 1.41%
S&P 500 ® Value Index (reflects no deductions for fees, expenses, or taxes) 15.10% 0.87% 1.65%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Institutional Capital LLC serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Institutional Capital LLC

Jerrold K. Senser, Chief Executive Officer & Chief Investment Officer

Since 1997

Thomas R. Wenzel, Senior Executive Vice President & Director of Research

Since 1997

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Large Cap Growth Fund

Investment Objective

The Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.67% 0.67% 0.67% 0.67% 0.67% 0.67% 0.67% 0.67%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None None 0.25% 0.50%
Other Expenses 0.36% 0.26% 0.36% 0.36% 0.27% 0.37% 0.37% 0.37%
Total Annual Fund Operating Expenses 1.28% 1.18% 2.03% 2.03% 0.94% 1.04% 1.29% 1.54%
Waivers / Reimbursements 0.00% 0.00% 0.00% 0.00% (0.06)% 0.00% 0.00% 0.00%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 1.28% 1.18% 2.03% 2.03% 0.88% 1.04% 1.29% 1.54%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.80% on assets up to $250 million; 0.75% on assets from $250 million to $500 million; 0.725% on assets from $500 million to $750 million; 0.70% on assets from $750 million to $2 billion; 0.65% on assets from $2 billion to $3 billion; 0.60% on assets from $3 billion to $7 billion; and 0.575% on assets in excess of $7 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.01% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses. New York Life Investments has contractually agreed to waive a portion of its management fee so that the management fee does not exceed 0.75% on assets up to $500 million; 0.725% on assets from $500 million to $750 million; 0.70% on assets from $750 million to $2 billion; 0.65% on assets from $2 billion to $3 billion; 0.60% on assets from $3 billion to $7 billion; and 0.575% on assets in excess of $7 billion. This agreement may only be amended or terminated by action of the Board of Trustees ("Board") of the Fund.

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3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of Class I shares do not exceed 0.88% of its average daily net assets. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class B Class C Class I Class R1 Class R2 Class R3
Class Assuming no redemption Assuming
redemption
at end of period
Assuming no redemption Assuming
redemption
at end of period
1 Year $ 673 $ 664 $ 206 $ 706 $ 206 $ 306 $ 90 $ 106 $ 131 $ 157
3 Years $ 934 $ 904 $ 637 $ 937 $ 637 $ 637 $ 294 $ 331 $ 409 $ 486
5 Years $ 1,214 $ 1,163 $ 1,093 $ 1,293 $ 1,093 $ 1,093 $ 514 $ 574 $ 708 $ 839
10 Years $ 2,010 $ 1,903 $ 2,166 $ 2,166 $ 2,358 $ 2,358 $ 1,149 $ 1,271 $ 1,556 $ 1,834
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 91% of the average value of its portfolio.

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Principal Investment Strategies

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Under normal circumstances, the Fund invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in large capitalization companies, which are companies having a market capitalization in excess of $4 billion at the time of purchase. Typically, Winslow Capital Management, Inc., the Fund's Subadvisor, invests substantially all of the Fund's investable assets in domestic securities. However, the Fund is permitted to invest up to 20% of its net assets in foreign securities, which are generally securities issued by companies organized outside the U.S. and traded primarily in markets outside the U.S.

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Investment Process: The Fund invests in those companies that the Subadvisor believes will provide an opportunity for achieving superior portfolio returns ( i.e., returns in excess of the returns of the average stock mutual fund) over the long term. The Subadvisor seeks to invest in companies that have the potential for above-average future earnings growth with management focused on shareholder value.

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When purchasing stocks for the Fund, the Subadvisor looks for companies typically having some or all of the following attributes: addressing markets with growth opportunities; favorable market share; identifiable and sustainable competitive advantages; a management team that can perpetuate the firm's competitive advantages; and, attractive, and preferably rising, returns on invested capital.

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The Subadvisor takes a "bottom-up" investment approach when selecting investments. This means it bases investment decisions on company specific factors, not general economic conditions.

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Under normal market conditions, the Subadvisor employs a sell discipline pursuant to which it will sell some or all of its position in a stock when a stock becomes fully valued or a position exceeds 5% of the Fund, and/or the fundamental business prospects are deteriorating.

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Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of two broad-based securities market indices. The Fund has selected the Russell 1000 ® Growth Index as its primary benchmark index. The Russell 1000 ® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 ® companies with higher price-to-book ratios and higher forecasted growth values. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its secondary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A shares include the historical performance of the FMI Winslow Growth Fund (a predecessor to the Fund) through March 31, 2005, adjusted to reflect the current maximum sales charge applicable to the Class A shares. Performance figures for Class B, Class C, Class I, Class R1 and Class R2 shares, each of which was first offered on April 1, 2005, and the Class R3 shares which were first offered on April 28, 2006, include the historical performance of Class A shares through March 31, 2005 and April 27, 2006, respectively. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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</R>

Annual Returns, Class A Shares

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(by calendar year 2001-2010)

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Best Quarter

2Q/03

18.21%

Worst Quarter

4Q/08

-22.57%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 8.75% 3.63% 1.82%
Class A 8.86% 3.72% 1.87%
Class B 9.46% 3.70% 1.65%
Class C 13.29% 4.01% 1.63%
Class I 15.65% 5.35% 2.83%
Class R1 15.43% 5.28% 2.70%
Class R2 15.31% 5.03% 2.44%
Class R3 14.78% 4.70% 2.17%
Return After Taxes on Distributions
Class A 8.86% 3.72% 1.87%
Return After Taxes on Distributions and Sale of Fund Shares
Class A 5.76% 3.20% 1.61%
Russell 1000 ® Growth Index (reflects no deductions for fees, expenses, or taxes) 16.71% 3.75% 0.02%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 1.41%
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After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class A shares. After-tax returns for other share classes may vary.

Management

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New York Life Investments serves as the Fund's Manager. Winslow Capital Management, Inc. serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Winslow Capital Management, Inc.

Clark J. Winslow, Chief Executive Officer & Chief Investment Officer

Since 2005

Justin H. Kelly, Senior Managing Director

Since 2005

R. Bart Wear, Senior Managing Director

Since 2005

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</R>

How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay MAP Fund

Investment Objective

The Fund seeks long-term appreciation of capital. The Fund also seeks to earn income, but this is a secondary objective.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None None 0.25% 0.50%
Other Expenses 0.41% 0.21% 0.41% 0.41% 0.20% 0.31% 0.31% 0.31%
Total Annual Fund Operating Expenses 1.41% 1.21% 2.16% 2.16% 0.95% 1.06% 1.31% 1.56%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.75% on assets up to $1 billion and 0.70% on assets in excess of $1 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.01% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class B Class C Class I Class R1 Class R2 Class R3
Class Assuming no redemption Assuming
redemption
at end of period
Assuming no redemption Assuming
redemption
at end of period
1 Year $ 686 $ 667 $ 219 $ 719 $ 219 $ 319 $ 97 $ 108 $ 133 $ 159
3 Years $ 972 $ 913 $ 676 $ 976 $ 676 $ 676 $ 303 $ 337 $ 415 $ 493
5 Years $ 1,279 $ 1,178 $ 1,159 $ 1,359 $ 1,159 $ 1,159 $ 525 $ 585 $ 718 $ 850
10 Years $ 2,148 $ 1,935 $ 2,303 $ 2,303 $ 2,493 $ 2,493 $ 1,166 $ 1,294 $ 1,579 $ 1,856
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 49% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund normally invests at least 65% of its total assets in equity-type securities, including common stocks, and securities convertible into, or exchangeable for, common stocks. The Fund primarily invests in domestic securities but may invest up to 35% of its net assets in foreign securities, which are generally securities issued by companies organized outside the U.S. and traded primarily in markets outside the U.S. Securities of foreign issuers that are represented by American Depositary Receipts or that are listed on a U.S. securities exchange or traded in the U.S. over-the-counter markets are not considered "foreign securities" for the purpose of this limitation.

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The Fund employs two subadvisors, Institutional Capital LLC ("ICAP") and Markston International LLC ("Markston"), with investment processes and styles that New York Life Investment Management LLC, the Fund's Manager, believes are complementary. Each Subadvisor is responsible for managing a portion of the Fund's assets, as designated by the Manager from time to time.

Investment Process: Each Subadvisor seeks securities that are out of favor but where a catalyst exists for turning such securities into investments that the Subadvisor believes will have improved performance. The Subadvisors' investment processes and styles are as follows:

ICAP: ICAP uses a team approach with a primarily large-cap value oriented investment style. ICAP's investment process involves the following key components: Identify Best Values - ICAP identifies stocks that it believes offer the best values and seeks to avoid companies that are exhibiting excessive deterioration in earnings trends. ICAP also considers the dividend yield as a component of total returns when evaluating the attractiveness of a security; Identify Catalysts - ICAP focuses on what it believes the key investment variables (catalysts) are that could potentially impact the security's market value. These catalysts are primarily company-specific, such as a new product, restructuring or a change in management, but occasionally the catalyst can be thematic - dependent on macroeconomic or industry trends; Portfolio Construction - After a review of stock recommendations, ICAP's portfolio management team determines whether or not to add the stock to the portfolio or to monitor it for future purchase.

ICAP continuously monitors each security and evaluates whether to eliminate it when its price target is achieved, the catalyst becomes inoperative or another stock offers a greater opportunity.

Markston: Factors examined by Markston to seek value opportunities include statistical indications, such as low multiples of book value or cash flow, and more fundamental factors, such as industry consolidations. Markston also emphasizes the presence of a catalyst that may unlock a company's potential, such as management changes, restructurings and sales of underperforming assets. Markston also assesses the judgment, quality and integrity of company management and the track record of product development. Certain securities may be acquired from time to time in an effort to earn short-term profits.

Although, under normal circumstances, Markston holds securities for a relatively long period of time, it may sell investments when it believes the opportunity for current profits or the risk of market decline outweighs the prospect of capital gains.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisors may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of two broad-based securities market indices. The Fund has selected the Russell 3000 ® Index as its primary benchmark index. The Russell 3000 ® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Fund has selected the Standard & Poor's 500 ® ("S&P 500 ® ") Index as its secondary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance.

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Performance data for these classes varies based on differences in their fee and expense structures. Performance figures for Class R1 and R2 shares, each of which was first offered on January 2, 2004, include the historical performance of Class A shares through January 1, 2004. Performance figures for Class R3 shares, which were first offered on April 28, 2006, include the historical performance of Class A shares through April 27, 2006. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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Best Quarter

2Q/03

20.27%

Worst Quarter

4Q/08

-22.97%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 8.76% 1.61% 4.40%
Class A 8.98% 1.72% 4.46%
Class B 9.19% 1.66% 4.20%
Class C 13.23% 2.00% 4.21%
Class I 15.60% 3.17% 5.36%
Class R1 15.47% 3.04% 5.24%
Class R2 15.17% 2.82% 4.99%
Class R3 14.90% 2.55% 4.70%
Return After Taxes on Distributions
Class I 15.42% 2.20% 4.63%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 10.38% 2.50% 4.49%
Russell 3000 ® Index (reflects no deductions for fees, expenses, or taxes) 16.93% 2.74% 2.16%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 1.41%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. Institutional Capital LLC and Markston International LLC serve as the Fund's Subadvisors.

 

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Subadvisors

Portfolio Managers

Service Date

Markston International LLC

Michael Mullarkey, Managing Member

Since 1981

Roger Lob, Member

Since 1987

Christopher Mullarkey, Member

Since 2002

Institutional Capital LLC

Thomas R. Wenzel, Senior Executive Vice President & Director of Research

Since 2006

Jerrold K. Senser, Chief Executive Officer & Chief Investment Officer

Since 2006

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay S&P 500 Index Fund

Investment Objective

The Fund seeks to provide investment results that correspond to the total return performance (reflecting reinvestment of dividends) of common stocks in the aggregate, as represented by the S&P 500 ® Index.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 3.00% 3.00% None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of the original offering price or redemption proceeds)
None 1 None 1 None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.24% 0.24% 0.24%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None
Other Expenses 0.52% 0.25% 0.25%
Total Annual Fund Operating Expenses 3 1.01% 0.74% 0.49%
Waivers / Reimbursements 3 (0.14)% (0.14)% (0.14)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 0.87% 0.60% 0.35%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.25% on assets up to $1 billion; 0.225% on assets from $1 billion to $2 billion; 0.215% on assets from $2 billion to $3 billion; and 0.20% on assets in excess of $3 billion.

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3

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 0.60% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be:

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Expenses after Investor Class Class A Class I
1 Year $ 386 $ 359 $ 36
3 Years $ 598 $ 516 $ 143
5 Years $ 828 $ 686 $ 260
10 Years $ 1,487 $ 1,178 $ 602
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 11% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund normally invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in stocks as represented in the Standard and Poor's 500 ® ("S&P 500 ® ") Index in the same proportion, to the extent feasible.

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The Fund may invest up to 20% of its total assets in options and futures contracts to maintain cash reserves, while being fully invested, to facilitate trading or to reduce transaction costs. The Fund may invest in such derivatives to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

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Investment Process: Madison Square Investors LLC, the Fund's Subadvisor, uses statistical techniques to determine which stocks are to be purchased or sold to replicate the S&P 500 ® Index to the extent feasible. From time to time, adjustments may be made in the Fund's holdings because of changes in the composition of the S&P 500 ® Index. The correlation between the investment performance of the Fund and the S&P 500 ® Index is expected to be at least 0.95, before charges, fees and expenses, on an annual basis. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the net asset value of the Fund, including the value of its dividend and capital gains distributions, increases or decreases in exact proportion to changes in the S&P 500 ® Index.

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Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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S&P 500 ® Index Risk: If the value of the S&P 500 ® Index declines, the net asset value of shares of the Fund will also decline. The Fund's ability to mirror the S&P 500 ® Index may be affected by, among other things, transaction costs; changes in either the makeup of the S&P 500 ® Index or the number of shares outstanding for the components of the S&P 500 ® Index; and the timing and amount of contributions to, and redemptions from, the Fund by shareholders.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

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Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the S&P 500 ® Index as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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Best Quarter

2Q/09

15.82%

Worst Quarter

4Q/08

-21.95%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 10.80% 1.09% 0.56%
Class A 10.91% 1.12% 0.58%
Class I 14.63% 2.04% 1.18%
Return After Taxes on Distributions
Class I 14.36% 1.75% 0.74%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 9.85% 1.72% 0.85%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 1.41%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. Madison Square Investors LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service Date

Madison Square Investors LLC

Francis J. Ok, Managing Director

Since 1996

Lee Baker, Director

Since 2008

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay U.S. Small Cap Fund

Investment Objective

The Fund seeks long-term capital appreciation by investing primarily in securities of small-cap companies.

Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of the original offering price or redemption proceeds)
None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.85% 0.85% 0.85% 0.85% 0.85%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.71% 0.38% 0.71% 0.71% 0.38%
Total Annual Fund Operating Expenses 3 1.81% 1.48% 2.56% 2.56% 1.23%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.85% on assets up to $1 billion and 0.80% on assets in excess of $1 billion.

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3

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of Class A shares do not exceed 1.53% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be:

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Expenses after Investor Class A Class B Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of
period
Assuming
no
redemption
Assuming
redemption
at end of
period
1 Year $ 724 $ 692 $ 259 $ 759 $ 259 $ 359 $ 125
3 Years $ 1,088 $ 992 $ 796 $ 1,096 $ 796 $ 796 $ 390
5 Years $ 1,476 $ 1,313 $ 1,360 $ 1,560 $ 1,360 $ 1,360 $ 676
10 Years $ 2,560 $ 2,221 $ 2,712 $ 2,712 $ 2,895 $ 2,895 $ 1,489
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 49% of the average value of its portfolio.

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Principal Investment Strategies

The Fund normally invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in securities of U.S. companies with market capitalizations at the time of investment of $3.5 billion or less and invests primarily in common stocks, securities convertible into common stock, and exchange traded funds ("ETFs") whose underlying securities are issued by small capitalization companies. Securities of U.S. companies are those traded primarily in the U.S. securities markets.

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Investment Process: Epoch Investment Partners, Inc., the Fund 's Subadvisor, invests primarily in companies that generate increasing levels of free cash flow and have managements that use it to create returns for shareholders.

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The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt reduction.

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The Subadvisor may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

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Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

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Exchange Traded Fund Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus owning the underlying securities directly.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Russell 2500 TM Index as its primary benchmark. The Russell 2500 TM Index measures the performance of the small to mid-cap segment of the U.S. equity universe, commonly referred to as "smid" cap. The Russell 2500 TM Index is a subset of the Russell 3000 ® Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A and B shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Class C shares, first offered on January 2, 2004, include the historical performance of the L Class shares (which were redesignated as Class C shares on January 2, 2004) from December 30, 2002 through January 1, 2004 and the historical performance of the Class I shares through December 29, 2002. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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Best Quarter

2Q/09

38.29%

Worst Quarter

4Q/08

-25.23%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 17.08% 0.31% 8.99%
Class A 17.23% 0.38% 9.03%
Class B 17.93% 0.35% 8.80%
Class C 22.02% 0.70% 8.83%
Class I 24.42% 1.95% 10.06%
Return After Taxes on Distributions
Class I 24.31% 1.36% 8.96%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 16.02% 1.52% 8.51%
Russell 2500 TM Index (reflects no deductions for fees, expenses, or taxes) 26.71% 4.86% 6.98%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as the Fund's Subadvisor.

 

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Subadvisor

Portfolio Managers

Service Date

Epoch Investment Partners, Inc.

David Pearl, Executive Vice President & Co-Chief Investment Officer

Since 2009

Michael Welhoelter, Managing Director

Since 2009

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay 130/30 International Fund
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Investment Objective

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The Fund seeks to provide long-term growth of capital with income as a secondary objective.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1.10% 1.10% 1.10% 1.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses
Dividend Expense on Securities Sold Short 0.36% 0.33% 0.37% 0.36%
Broker Fees and Charges on Short Sales 0.82% 0.82% 0.82% 0.82%
Remainder of Other Expenses 0.53% 0.37% 0.52% 0.37%
Total Other Expenses 1.71% 1.52% 1.71% 1.55%
Acquired (Underlying) Fund Fees and Expenses 0.02% 0.02% 0.02% 0.02%
Total Annual Fund Operating Expenses 2 3.08% 2.89% 3.83% 2.67%
Waivers / Reimbursements 2 (0.12)% (0.12)% (0.12)% (0.12)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 2.96% 2.77% 3.71% 2.55%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.60% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class Class A Class C Class I
Assuming no
redemption
Assuming
redemption
at end of period
1 Year $ 833 $ 815 $ 373 $ 473 $ 258
3 Years 1 $ 1,438 $ 1,385 $ 1,158 $ 1,158 $ 818
5 Years $ 2,067 $ 1,979 $ 1,962 $ 1,962 $ 1,404
10 Years $ 3,748 $ 3,579 $ 4,054 $ 4,054 $ 2,994
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1

Adjusted to reflect completion of the amortization of non-recurring organizational costs of 0.14% over a 12-month period starting with the commencement of operations.

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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 160% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund invests primarily in equity securities of foreign companies. The Fund will typically invest in companies with capitalizations similar to those in the Morgan Stanley Capital International Europe, Australasia and Far East Index ("MSCI EAFE ® Index") at the time of investment. The Fund may invest in equity securities of companies that trade in emerging or developing markets, as determined by the Fund's Subadvisor, Madison Square Investors LLC, with significant investments under normal circumstances in at least three countries outside of the United States.

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The Fund generally will hold long positions, either directly or through derivatives, equal to approximately 130% of the Fund's net assets, and short positions, either directly or through derivatives, equal to approximately 30% of the Fund's net assets. The proceeds from the short sales may be used to purchase all or a portion of the additional long positions. The long and short positions held by the Fund may vary over time as market opportunities develop. Under normal market conditions, the Fund's long positions may range from 120% to 140% of its net assets and its short positions may range from 20% to 40% of its net assets. The Fund's short sales positions are intended to allow the Fund to maintain additional long positions while keeping the Fund's net exposure to the market at a level similar to a "long only" strategy. As a result, the Fund intends to maintain an approximate 100% net long exposure to the equity market. Additionally, this long/short strategy enables the Fund to reflect both negative and positive views on individual stocks, and by employing this strategy, the Fund seeks to produce returns that exceed those of the MSCI EAFE ® Index. However, in times of unusual or adverse market, economic, regulatory or political conditions, the Fund's long positions may be less than 120% of its net assets and/or its short positions may be less than 20% of its net assets. Periods of unusual or adverse market, economic, regulatory or political conditions may exist for as long as 6 months and, in some cases, up to a year. Regulatory bans on short selling activities may prevent the Fund from fully implementing its strategy.

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The Fund may also invest in derivatives, such as futures, options, forward commitments and swap agreements, to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. The Fund may invest in American Depositary Receipts.

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Investment Process: The Fund seeks to construct a broadly diversified portfolio across countries, sectors and industries using quantitative analysis to identify undervalued and overvalued securities. Investments are selected using an objective, disciplined and broadly-applied process while limiting exposure to risk. The Subadvisor seeks to control the Fund's exposure to risk by diversifying the Fund's portfolio over a large number of securities.

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Based on quantitative analysis, the Fund takes long positions in, or overweights relative to the MSCI EAFE ® Index, equity securities ( i.e. , purchases securities outright) that the Fund's Subadvisor believes have a high probability of providing a total return greater than the MSCI EAFE ® Index. Also, the Fund will underweight or sell short securities that it believes are likely to underperform. This means that the Fund may sell a security that it does not own, which it may do, for example, when the Subadvisor believes that the value of the security will decline.

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In unusual market conditions, the Fund may invest all or a portion of its assets in equity securities of U.S. issuers, investment grade notes and bonds, cash and cash equivalents.

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The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund, if better opportunities are identified, or if it determines the initial investment expectations are not being met.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Short Selling Risk: If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. The Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, the Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons. The Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

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Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with the Fund's custodian to cover the Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Fund may not be able to substitute or sell the pledged collateral. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover the short sale obligations. This may limit the Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

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Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot go below zero.

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By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long positions and make any change in the Fund's net asset value greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that the Fund will leverage its portfolio, or if it does, that the Fund's leveraging strategy will be successful.

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Regulatory Risk: Regulatory authorities in the United States or other countries may prohibit or restrict the ability of the Fund to fully implement its short-selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund's ability to fully implement its investment strategies. Certain foreign countries have adopted, and others may adopt, rules restricting the short-selling of certain stocks. Typically, these restrictions have been focused on financial stocks. The duration and scope of these restrictions have varied from country to country.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the MSCI EAFE ® Index as its primary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America.

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Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on September 28, 2007. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adjusted for differences in fees and expenses. Unadjusted, the performance for the newer class might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2008-2010)

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Best Quarter

2Q/09

24.94%

Worst Quarter

3Q/08

-22.31%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year Life of Fund
Return Before Taxes
Investor Class 4.95% -11.15%
Class A 5.20% -11.11%
Class C 9.30% -10.34%
Class I 11.35% -9.39%
Return After Taxes on Distributions
Class I 11.27% -9.61%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 8.17% -7.86%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% -7.00%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Madison Square Investors LLC serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Manager

Service date

Madison Square Investors LLC

Andrew Ver Planck, Director

Since 2007

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. However, for Investor Class and Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Epoch Global Choice Fund
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Investment Objective

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The Fund seeks long-term capital appreciation.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1.00% 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses 0.85% 0.63% 0.85% 0.63%
Total Annual Fund Operating Expenses 2 2.10% 1.88% 2.85% 1.63%
Waivers / Reimbursements 2 (0.34)% (0.34)% (0.34)% (0.34)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.76% 1.54% 2.51% 1.29%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentages of average daily net assets: Class A, 1.54%; and Class I, 1.29%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A shares, to Investor Class and Class C shares. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class C Class I
Class Assuming
no
redemption
Assuming redemption at end of period
1 Year $ 719 $ 698 $ 254 $ 354 $ 131
3 Years $ 1,141 $ 1,077 $ 851 $ 851 $ 481
5 Years $ 1,587 $ 1,480 $ 1,474 $ 1,474 $ 855
10 Years $ 2,822 $ 2,604 $ 3,152 $ 3,152 $ 1,904
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 151% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund generally invests in a portfolio consisting of equity securities of companies across all market capitalizations. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of companies located throughout the world. U.S. equity securities include common stocks, depositary receipts, real estate investment trusts ("REITs") and master limited partnerships ("MLPs"). MLPs are limited partnerships in which ownership interests are publicly traded and are operated under the supervision of one or more managing general partners. Under normal market conditions, the Fund will invest a significant amount of its assets (at least 40%, unless Epoch Investment Partners, Inc., the Fund's Subadvisor, deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in securities of foreign companies. Generally, foreign companies are companies organized outside the U.S. and that trade primarily in non-U.S. securities markets. The Fund will normally invest in companies located in at least three countries outside of the U.S. Although the Fund may invest in securities across all market capitalizations, it may at any given time invest a significant portion of its assets in companies of one particular market capitalization category when the Fund's Subadvisor believes such companies offer attractive opportunities.

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The Fund typically holds between 20 and 35 securities, which may be denominated in both U.S. and non-U.S. currencies. While the Fund intends to generally invest in the equity securities of companies located throughout the world, including the U.S., under normal market conditions it may also invest up to 20% of its net assets in high quality money market instruments and repurchase agreements.

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Investment Process: The Subadvisor invests primarily in companies that generate increasing levels of free cash flow and have managements that use it to create returns for shareholders.

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The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt reduction.

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The Subadvisor may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Concentrated Portfolio Risk: Because the Fund invests in relatively few holdings, a larger percentage of its assets may be invested in a particular issuer or in fewer companies than is typical of other mutual funds. This may increase volatility. The Fund will be more susceptible to adverse economic, political, regulatory or market developments affecting a single issuer.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Master Limited Partnership Risk: MLPs carry many of the risks inherent in investing in a partnership. State law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a MLP. Limited partners may also have more limited control and limited rights to vote on matters affecting the MLP.

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High Quality Money Market Instrument Risk: High quality money market instruments generally are highly-rated short-term debt obligations and similar securities. While high quality money market instruments typically have a low risk of loss relative to other debt securities, they have a higher risk of loss than cash. The value of these instruments moves inversely to interest rate changes. Also, these instruments are subject to the risk that an issuer will default on its payment obligation. Generally, yields on such instruments tend to lag behind prevailing rates. To the extent the Fund holds cash or invests in money market or short-term securities, there is no assurance that the Fund will achieve its investment objective.

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Repurchase Agreement Risk: Repurchase agreements are subject to the risks that the seller will become bankrupt or insolvent before the date of repurchase or otherwise will fail to repurchase the security as agreed, which could cause losses to the Fund.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the Morgan Stanley Capital International ("MSCI") World Index as its primary benchmark. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.

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Performance figures for Class I shares and Class A shares reflect the historical performance of the Institutional shares and the Class P shares, respectively, of the Epoch U.S. All Cap Equity Fund (the predecessor to the Fund, which was subject to a different fee structure and had different principal investment strategies and investment process, and for which Epoch Investment Partners, Inc. served as investment adviser) for periods prior to November 16, 2009. Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on July 25, 2005. Class A shares (formerly Class P shares) were first offered on August 15, 2006. Performance figures for Class C and Investor Class shares, first offered November 16, 2009, reflect the historical performance of Class I shares through November 15, 2009. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2006-2010)

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Best Quarter

2Q/09

15.66%

Worst Quarter

4Q/08

-23.70%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 1.86% -0.32% -0.43%
Class A 2.07% N/A -0.88%
Class C 5.97% 0.45% 0.22%
Class I 8.35% 1.51% 1.27%
Return After Taxes on Distributions
Class I 8.24% 1.19% 0.98%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 5.45% 1.21% 1.02%
MSCI World Index (reflects no deductions for fees, expenses, or taxes) 11.76% 2.43% 3.59%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Epoch Investment Partners, Inc.

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

Michael Welhoelter, Managing Director

Since 2009

David Pearl, Executive Vice President & Co-Chief Investment Officer

Since February 2011

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How to Purchase and Sell Shares

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You may purchase or sell shares on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 0226-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $2,500 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay Epoch Global Equity Yield Fund
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Investment Objective

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The Fund seeks to provide a high level of income. Capital appreciation is a secondary investment objective.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.70% 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses 0.36% 0.44% 0.36% 0.43%
Total Annual Fund Operating Expenses 1.31% 1.39% 2.06% 1.13%
Waivers / Reimbursements (0.15)% (0.15)% (0.15)% (0.14)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.16% 1.24% 1.91% 0.99%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentages of average daily net assets: Class A, 1.24%; and Class I, 0.99%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A shares, to Investor Class and Class C shares. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 662 $ 669 $ 194 $ 294 $ 101
3 Years $ 928 $ 952 $ 631 $ 631 $ 345
5 Years $ 1,215 $ 1,255 $ 1,095 $ 1,095 $ 609
10 Years $ 2,030 $ 2,115 $ 2,378 $ 2,378 $ 1,362
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 41% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund generally invests in a diversified portfolio consisting of equity securities of companies located throughout the world, including the U.S., that have a history of attractive dividend yields and positive growth in free cash flow. Under normal circumstances, the Fund invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in equity securities of dividend-paying companies across all market capitalizations. The Fund may invest up to 20% of its net assets in securities issued by companies located in emerging markets when the Fund's Subadvisor, Epoch Investment Partners, Inc., believes they represent attractive investment opportunities. The Fund may invest up to 20% of its net assets in investment grade fixed income securities in U.S. and international markets. Securities held by the Fund may be denominated in both U.S. and non-U.S. currencies. Under normal market conditions, the Fund will invest a significant amount of its net assets (at least 40%, unless the Subadvisor deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in securities of foreign companies. Generally, foreign companies are companies organized outside the U.S. and that trade primarily in non-U.S. securities markets. The Fund will normally invest in companies located in at least three countries outside of the U.S. The Fund's goal is to produce an efficient portfolio on a risk/return basis with a dividend yield that exceeds the dividend yield of the Morgan Stanley Capital International ("MSCI") World Index.

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Investment Process: The Subadvisor invests primarily in companies that generate increasing levels of free cash flow and have managements that use it to create returns for shareholders.

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The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt reduction.

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The Subadvisor seeks to find and invest in companies that meet its definition of quality - companies that are free cash flow positive or becoming free cash flow positive, that are debt free or deleveraging, and that are led by strong management. The Subadvisor evaluates whether a company has a focus on high shareholder yield by analyzing the company's existing cash dividend, the company's share repurchase activities, and the company's debt reduction activities as well as the likelihood of positive changes to each of these criteria, among other factors.

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The Subadvisor may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

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Principal Risks

</R> <R> </R> <R>

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

</R> <R> </R> <R> </R> <R>

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Fixed-Income Debt Securities Risk: Investments in fixed-income debt securities are subject to the risk that interest rates could rise, causing the value of the Fund's securities and share price to decline. Longer term bonds and zero coupon bonds are generally more sensitive to interest rate changes than shorter term bonds. Generally, the longer the average maturity of the bonds in the Fund, the more the Fund's share price will fluctuate in response to interest rate changes. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general.

</R> <R> </R> <R>

Past Performance

</R> <R> </R> <R>

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the MSCI World Index as its primary benchmark. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.

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Performance figures for Class I and Class A shares reflect the historical performance of the Institutional and Class P shares, respectively, of the Epoch Global Equity Shareholder Yield Fund (the predecessor to the Fund, which was subject to a different fee structure, and for which Epoch Investment Partners, Inc. served as investment adviser) for periods prior to November 16, 2009. Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on December 27, 2005. Class A shares (formerly Class P shares) were first offered on August 2, 2006. Performance figures for Class C and Investor Class shares, first offered on November 16, 2009, reflect the historical performance of Class I shares through November 15, 2009, adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

</R> <R> </R> <R>

Annual Returns, Class I Shares

</R> <R>

(by calendar year 2006-2010)

</R>

   

<R>

Best Quarter

3Q/10

14.30%

Worst Quarter

4Q/08

-15.14%

</R> <R> </R> <R>

Average Annual Total Returns (for the periods ended December 31, 2010)

</R> <R> </R> <R>
1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 5.76% 3.56% 3.47%
Class A 5.68% N/A 1.79%
Class C 10.15% 3.84% 3.75%
Class I 12.11% 4.85% 4.76%
Return After Taxes on Distributions
Class I 11.73% 3.55% 3.43%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 8.71% 3.60% 3.48%
MSCI World Index (reflects no deductions for fees, expenses, or taxes) 11.76% 2.43% 2.33%
</R> <R>
</R> <R> </R> <R>

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

</R> <R> </R> <R>

Management

</R> <R> </R> <R>

New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as the Fund's Subadvisor.

</R> <R> </R> <R>

 

</R> <R>

Subadvisor

Portfolio Managers

Service Date

Epoch Investment Partners, Inc.

Eric Sappenfield, Managing Director & Senior Analyst

Since 2009

Michael Welhoelter, Managing Director

Since 2009

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

</R> <R>

How to Purchase and Sell Shares

</R> <R> </R> <R>

You may purchase or sell shares on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 0226-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $2,500 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

</R> <R> </R> <R>

Tax Information

</R> <R> </R> <R>

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

</R> <R> </R> <R>

Compensation to Broker-Dealers and Other Financial Intermediaries

</R> <R> </R> <R>

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

</R> <R> </R> <R>
MainStay Epoch International Small Cap Fund
</R> <R>

Investment Objective

</R> <R> </R> <R>

The Fund seeks long-term capital appreciation.

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Fees and Expenses of the Fund

</R> <R> </R> <R>

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

</R> <R> </R> <R>
Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1.10% 1.10% 1.10% 1.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses 0.53% 0.57% 0.53% 0.57%
Total Annual Fund Operating Expenses 1.88% 1.92% 2.63% 1.67%
Waivers / Reimbursements (0.17)% (0.17)% (0.17)% (0.17)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.71% 1.75% 2.46% 1.50%
</R> <R>

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

</R> <R>

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Class A, 1.75%; and Class I, 1.50%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points waived for Class A shares, to Investor Class and Class C shares. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

</R> <R>

Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

</R> <R> </R> <R>
Expenses after Investor Class A Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 714 $ 718 $ 249 $ 349 $ 153
3 Years $ 1,093 $ 1,104 $ 801 $ 801 $ 510
5 Years $ 1,495 $ 1,515 $ 1,380 $ 1,380 $ 891
10 Years $ 2,617 $ 2,657 $ 2,951 $ 2,951 $ 1,962
</R> <R>

Portfolio Turnover

</R> <R> </R> <R>

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 41% of the average value of its portfolio.

</R> <R> </R> <R>

Principal Investment Strategies

</R> <R> </R> <R>

The Fund seeks to achieve its investment objective by investing in a diversified portfolio consisting mostly of equity securities of companies located outside the U.S. Under normal circumstances, the Fund will invest at least 80% of its assets (net assets plus any borrowings for investment purposes) in the equity securities of "small capitalization" companies located outside of the U.S. Equity securities consist of common stock, depositary receipts, and securities convertible into common stock, such as warrants, rights, convertible bonds, debentures and convertible preferred stocks. Typically, a company is considered to be a "small capitalization" company if it has, at the time of purchase by the Fund, a market capitalization that is below $5 billion or in the range of the companies included in the Morgan Stanley Capital International ("MSCI") World Ex U.S. Small Cap Index (which ranged from approximately $62 million to $5.4 billion as of December 31, 2010). The Fund will normally invest in companies located in at least three countries outside of the U.S. A company is considered to be located in a particular country if it: (i) is organized under the laws of the country; (ii) has securities which are principally traded on a stock exchange in the country; (iii) derives at least 50% of its revenues from goods produced or sold, investments made, or services performed in the country; or (iv) maintains at least 50% of its assets in the country. Although the Fund is not subject to any additional geographic requirement, the Fund expects that the majority of its investments will be in the developed markets of Western Europe and Asia. The Fund may invest more than 25% of its net assets in securities of companies located in each of the United Kingdom and Japan. In order to gain additional exposure to the international, small capitalization market, the Fund may also invest in exchange traded funds ("ETFs"), whose underlying securities are issued by international small capitalization companies.

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Investment Process: Epoch Investment Partners, Inc., the Fund's Subadvisor, invests primarily in companies that generate free cash flow and have managements that use it to create returns for shareholders.

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The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt reduction.

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The Subadvisor may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

</R> <R> </R> <R>

Principal Risks

</R> <R> </R> <R>

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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Exchange Traded Fund Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus owning the underlying securities directly.

</R> <R> </R> <R>

Past Performance

</R> <R> </R> <R>

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the MSCI World Ex U.S. Small Cap Index as its primary benchmark. The MSCI World Ex U.S. Small Cap Index is composed of small capitalization stocks designed to measure equity performance in global developed markets, excluding the U.S.

</R> <R> </R> <R>

Performance figures for Class I and Class A shares reflect the historical performance of Institutional and Class P shares, respectively, of the Epoch International Small Cap Fund (the predecessor to the Fund, which was subject to a different fee structure, and for which Epoch Investment Partners, Inc. served as investment adviser) for periods prior to November 16, 2009. Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on January 25, 2005. Class A shares (formerly Class P shares) were first offered on August 2, 2006. Performance figures for Class C and Investor Class shares, first offered on November 16, 2009, reflect the historical performance of Class I shares through November 15, 2009, adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

</R> <R> </R> <R>

Annual Returns, Class I Shares

</R> <R>

(by calendar year 2006-2010)

</R>

   

<R>

Best Quarter

2Q/09

28.06%

Worst Quarter

3Q/08

-26.68%

</R> <R> </R> <R>

Average Annual Total Returns (for the periods ended December 31, 2010)

</R> <R> </R> <R>
1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 20.75% 6.79% 9.22%
Class A 20.64% N/A 3.96%
Class C 25.83% 7.43% 9.64%
Class I 27.92% 8.47% 10.71%
Return After Taxes on Distributions
Class I 26.97% 7.05% 9.47%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 18.27% 6.78% 8.87%
MSCI World Ex U.S. Small Cap Index (reflects no deductions for fees, expenses, or taxes) 24.51% 3.79% 7.18%
</R> <R> </R> <R>

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

</R> <R> </R> <R>
</R> <R>

Management

</R> <R> </R> <R>

New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as the Fund's Subadvisor.

</R> <R> </R> <R>

 

</R> <R>

Subadvisor

Portfolio Managers

Service Date

Epoch Investment Partners, Inc.

Emily Baker, Managing Director & Senior Analyst

Since 2009

Eric Citerne, Managing Director & Senior Analyst

Since February 2011

Michael Welhoelter, Managing Director

Since 2009

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

</R> <R>

How to Purchase and Sell Shares

</R> <R> </R> <R>

You may purchase or sell shares on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 0226-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $2,500 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

</R> <R> </R> <R>

Tax Information

</R> <R> </R> <R>

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

</R> <R> </R> <R>

Compensation to Broker-Dealers and Other Financial Intermediaries

</R> <R> </R> <R>

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

</R> <R> </R> <R> </R> <R>
MainStay ICAP Global Fund
</R> <R>

Investment Objective

</R> <R> </R> <R>

The Fund seeks a superior total return.

</R> <R> </R> <R>

Fees and Expenses of the Fund

</R> <R> </R> <R>

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

</R> <R> </R> <R>
Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses 0.67% 0.48% 0.67% 0.47%
Total Annual Fund Operating Expenses 2 1.72% 1.53% 2.47% 1.27%
Waivers / Reimbursements 2 (0.52)% (0.38)% (0.52)% (0.37)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.20% 1.15% 1.95% 0.90%
</R> <R>

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

</R> <R>

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse the expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for a class do not exceed the following amounts of average daily net assets: Investor Class, 1.20%; Class A, 1.15%; Class C, 1.95%; and Class I, 0.90%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

</R> <R>

Example

</R> <R> </R> <R>

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

</R> <R> </R> <R>
</R> <R>
Expenses after Investor Class A Class C Class I
Class Assuming no
redemption
Assuming
redemption
at end of
period
1 Year $ 666 $ 661 $ 198 $ 298 $ 92
3 Years $ 1,014 $ 972 $ 720 $ 720 $ 366
5 Years $ 1,386 $ 1,304 $ 1,269 $ 1,269 $ 661
10 Years $ 2,428 $ 2,243 $ 2,767 $ 2,767 $ 1,501
</R> <R>

Portfolio Turnover

</R> <R> </R> <R>

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 79% of the average value of its portfolio.

</R> <R> </R> <R>

Principal Investment Strategies

</R> <R> </R> <R>

The Fund invests primarily in equity securities of U.S. and foreign companies with market capitalizations (at the time of investment) of at least $2 billion. The Fund invests in equity securities of companies that trade in developed, emerging or developing markets. The Fund's investments may be publicly traded in the U.S. or on a foreign exchange, and may be bought or sold in a foreign currency. The Fund seeks to achieve a total return greater than the Morgan Stanley Capital International ("MSCI") World Index. Under normal market conditions, the Fund will invest a significant amount of its total assets (at least 40%, unless the Subadvisor deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in securities of companies organized or located outside the U.S. or doing a substantial amount of business outside the U.S. The Fund will allocate its assets among companies of various countries (at least three different countries), including the U.S.

</R> <R> </R> <R>

The Fund will typically hold between 50 and 80 securities. The Fund invests in common stocks and other equity securities and currencies. Other equity securities may include American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, real estate investment trusts ("REITs"), warrants, preferred stocks and other securities convertible or exchangeable into common stock. Common stocks of foreign companies are generally equity securities issued by a company organized outside of the U.S. and are traded primarily in markets outside the U.S. The Fund may invest in foreign currency transactions (forwards) and futures transactions, which are types of derivative transactions, to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

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Investment Process: Institutional Capital LLC's ("ICAP" or "Subadvisor") investment process involves the following key components: Identify Best Values - ICAP identifies stocks that it believes offer the best values and seeks to avoid companies that are exhibiting excessive deterioration in earnings trends. ICAP also considers the dividend yield as a component of total returns when evaluating the attractiveness of a security; Identify Catalysts - ICAP focuses on what it believes the key investment variables (catalysts) are that could potentially impact the security's market value. These catalysts are primarily company-specific, such as a new product, restructuring or a change in management, but occasionally the catalyst can be thematic - dependent on macroeconomic or industry trends; Portfolio Construction - After a review of stock recommendations, ICAP's portfolio management team determines whether or not to add the stock to the portfolio or to monitor it for future purchase.

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ICAP continuously monitors each security and evaluates whether to eliminate it when its price target is achieved, the catalyst becomes inoperative or another stock offers a greater opportunity.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Concentrated Portfolio Risk: Because the Fund invests in relatively few holdings, a larger percentage of its assets may be invested in a particular issuer or in fewer companies than is typical of other mutual funds. This may increase volatility. The Fund will be more susceptible to adverse economic, political, regulatory or market developments affecting a single issuer.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads fees are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the MSCI World Index as its primary benchmark index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.

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Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on April 30, 2008. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(calendar year 2009-2010)

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Best Quarter

2Q/09

20.36%

Worst Quarter

2Q/10

-13.05%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year Life of Fund
Return Before Taxes
Investor Class 4.67% -5.05%
Class A 4.71% -4.97%
Class C 8.99% -3.73%
Class I 11.05% -2.75%
Return after Taxes on Distributions
Class I 10.89% -3.03%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 7.56% -2.38%
MSCI World Index (reflects no deductions for fees, expenses, or taxes) 11.76% -3.88%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

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New York Life Investments serves as the Fund's Manager. Institutional Capital LLC serves as the Fund's Subadvisor.

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Subadvisor

Portfolio Managers

Service Date

Institutional Capital LLC

Jerrold K. Senser, Chief Executive Officer & Chief Investment Officer

Since 2008

Thomas R. Wenzel, Senior Executive Vice President & Director of Research

Since 2008

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. However, for Investor Class and Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay ICAP International Fund
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Investment Objective

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The Fund seeks a superior total return with income as a secondary objective.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None None 0.25% 0.50%
Other Expenses 0.50% 0.31% 0.49% 0.31% 0.41% 0.41% 0.41%
Total Annual Fund Operating Expenses 2 1.55% 1.36% 2.29% 1.11% 1.21% 1.46% 1.71%
Waivers / Reimbursements 2 (0.00)% (0.06)% (0.00)% (0.16)% (0.00)% (0.00)% (0.00)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.55% 1.30% 2.29% 0.95% 1.21% 1.46% 1.71%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Class A, 1.30%; and Class I, 0.95%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Expenses after Investor Class A Class C Class I Class R1 Class R2 Class R3
Class Assuming no
redemption
Assuming
redemption
at end of
period
1 Year $ 699 $ 675 $ 232 $ 332 $ 97 $ 123 $ 149 $ 174
3 Years $ 1,013 $ 951 $ 715 $ 715 $ 337 $ 384 $ 462 $ 539
5 Years $ 1,348 $ 1,248 $ 1,225 $ 1,225 $ 596 $ 665 $ 797 $ 928
10 Years $ 2,294 $ 2,090 $ 2,626 $ 2,626 $ 1,337 $ 1,466 $ 1,746 $ 2,019
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 80% of the average value of its portfolio.

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Principal Investment Strategies

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The Fund invests primarily in equity securities of foreign companies with market capitalizations (at the time of investment) of at least $2 billion. The Fund invests in equity securities of companies that trade in developed, emerging or developing markets. The Fund's investments may be publicly traded in the U.S. or on a foreign exchange, and may be bought or sold in a foreign currency. The Fund seeks to achieve a total return greater than the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index.

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Under normal circumstances, the Fund will typically hold between 30 and 50 securities. The Fund intends to have at all times a majority of assets invested in foreign companies, with significant investments in at least three countries outside the United States. The Fund invests in foreign common stocks and other equity securities and currencies. Other equity securities may include American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, real estate investment trusts ("REITs"), warrants, preferred stocks and other securities convertible or exchangeable into common stock. Common stocks of foreign companies are generally equity securities issued by a company organized outside of the U.S. and are traded primarily in markets outside the U.S. The Fund may invest in foreign currency transactions (forwards) and futures transactions, which are types of derivative transactions, to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

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Investment Process: Institutional Capital LLC's ("ICAP" or "Subadvisor") investment process involves the following key components: Identify Best Values - ICAP identifies stocks that it believes offer the best values and seeks to avoid companies that are exhibiting excessive deterioration in earnings trends. ICAP also considers the dividend yield as a component of total returns when evaluating the attractiveness of a security; Identify Catalysts - ICAP focuses on what it believes the key investment variables (catalysts) are that could potentially impact the security's market value. These catalysts are primarily company-specific, such as a new product, restructuring or a change in management, but occasionally the catalyst can be thematic - dependent on macroeconomic or industry trends; Portfolio Construction - After a review of stock recommendations, ICAP's portfolio management team determines whether or not to add the stock to the portfolio or to monitor it for future purchase.

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ICAP continuously monitors each security and evaluates whether to eliminate it when its price target is achieved, the catalyst becomes inoperative or another stock offers a greater opportunity.

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Principal Risks

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Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

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Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

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Concentrated Portfolio Risk: Because the Fund invests in relatively few holdings, a larger percentage of its assets may be invested in a particular issuer or in fewer companies than is typical of other mutual funds. This may increase volatility. The Fund will be more susceptible to adverse economic, political, regulatory or market developments affecting a single issuer.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Depositary Receipts Risk: Investments in depositary receipts may entail the special risks of foreign investing, including currency exchange fluctuations, government regulations, and the potential for political and economic instability.

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Real Estate Investment Trust Risk: Investments in REITs carry many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

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Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of two broad-based securities market indices. The Fund has selected the MSCI EAFE ® Index as its primary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Morgan Stanley Capital International Europe ("MSCI Europe") Index as its secondary benchmark index. The MSCI Europe Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A, C, R1, R2 and R3 shares, first offered on September 1, 2006, include the historical performance of Class I shares through August 31, 2006. Performance figures for Investor Class shares, first offered on April 29, 2008, include the historical performance of Class A shares through April 28, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class I Shares

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(by calendar year 2001-2010)

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<R>

Best Quarter

2Q/09

22.50%

Worst Quarter

3Q/02

-23.77%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class -0.74% 1.30% 5.31%
Class A -0.49% 1.43% 5.39%
Class C 3.21% 1.68% 5.12%
Class I 5.65% 2.88% 6.27%
Class R1 5.49% 2.75% 6.15%
Class R2 5.10% 2.49% 5.88%
Class R3 4.84% 2.22% 5.61%
Return After Taxes on Distributions
Class I 5.59% 2.02% 5.44%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 4.18% 2.38% 5.27%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% 2.46% 3.50%
MSCI Europe Index (reflects no deductions for fees, expenses, or taxes) 3.88% 2.85% 3.27%
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

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Management

</R> <R> </R> <R>

New York Life Investments serves as the Fund's Manager. Institutional Capital LLC serves as the Fund's Subadvisor.

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</R> <R>

Subadvisor

Portfolio Managers

Service Date

Institutional Capital LLC

Jerrold K. Senser, Chief Executive Officer & Chief Investment Officer

Since 1997

Thomas R. Wenzel, Senior Executive Vice President & Director of Research

Since 1997

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</R> <R>

How to Purchase and Sell Shares

</R> <R> </R> <R>

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies for investments in Investor Class and Class C shares. However, for Investor Class and Class C shares investing through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

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The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

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Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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MainStay International Equity Fund
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Investment Objective

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The Fund seeks to provide long-term growth of capital commensurate with an acceptable level of risk by investing in a portfolio consisting primarily of non-U.S. equity securities. Current income is a secondary objective.

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Fees and Expenses of the Fund

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The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 121 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

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Investor Class Class A Class B Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.90% 0.90% 0.90% 0.90% 0.90% 0.90% 0.90% 0.90%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None None 0.25% 0.50%
Other Expenses 0.60% 0.29% 0.60% 0.60% 0.28% 0.39% 0.39% 0.39%
Total Annual Fund Operating Expenses 1.75% 1.44% 2.50% 2.50% 1.18% 1.29% 1.54% 1.79%
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1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

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2

The management fee is as follows: 0.90% on assets up to $500 million and 0.85% on assets in excess of $500 million, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.01% of the Fund's average daily net assets, but did not result in a net increase in the Fund's Total Annual Fund Operating Expenses.

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Example

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The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be:

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Expenses after Investor Class A Class B Class C Class I Class R1 Class R2 Class R3
Class Assuming
no
redemption
Assuming redemption at end of period Assuming
no
redemption
Assuming redemption at end of period
1 Year $ 718 $ 689 $ 253 $ 753 $ 253 $ 353 $ 120 $ 131 $ 157 $ 182
3 Years $ 1,071 $ 980 $ 779 $ 1,079 $ 779 $ 779 $ 375 $ 409 $ 486 $ 563
5 Years $ 1,447 $ 1,294 $ 1,331 $ 1,531 $ 1,331 $ 1,331 $ 649 $ 708 $ 839 $ 970
10 Years $ 2,499 $ 2,179 $ 2,652 $ 2,652 $ 2,836 $ 2,836 $ 1,432 $ 1,556 $ 1,834 $ 2,105
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Portfolio Turnover

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The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 54% of the average value of its portfolio.

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Principal Investment Strategies

The Fund invests in those companies that meet the quality and valuation criteria of MacKay Shields LLC, the Fund's Subadvisor.

The Fund normally invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in equity securities of issuers, wherever organized, which do business mainly outside the U.S. It invests in securities of companies which do business in a variety of countries, with a minimum of five countries other than the U.S. This includes countries with established economies as well as emerging market countries that the Subadvisor believes present favorable opportunities.

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The Fund may buy and sell currency on a spot basis and enter into foreign currency forward contracts for risk management. In addition, the Fund may buy or sell foreign currency options and securities and securities index options and enter into swap agreements and futures contracts and related options, which are types of derivatives. These techniques may be used for any legally permissible purpose, including to increase the Fund's return or to reduce the risk of loss of (hedge) certain of its holdings. The Fund may also invest in exchange traded funds ("ETFs").

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Investment Process: The Subadvisor seeks to identify investment opportunities by pursuing a "bottom-up" stock picking investment discipline. It performs research on identified companies to assess their business and investment prospects, paying attention to the generation and utilization of cash flows, the returns on invested capital, and the potential to generate shareholder value in the future. The Fund may not perform as well as its peers or benchmark during periods when the stock market favors the securities of businesses with low-quality earnings, and/or those that have weak or high-risk business models and/or weak balance sheets. Allocations to countries are a result of the "bottom-up" stock selection process.

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The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, whether the security has reached its target price, if the investment thesis is invalidated, if superior opportunities to redeploy exist or emerge, or if sector weights need to be rebalanced.

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Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

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Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

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Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

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Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio manager's ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

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Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

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Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

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Exchange Traded Fund Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus owning the underlying securities directly.

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Past Performance

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The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its primary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America.

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Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class I, R1 and R2 shares, each of which was first offered on January 2, 2004, include the historical performance of Class B shares through January 1, 2004. Performance figures for Class R3 shares, first offered on April 28, 2006, include the historical performance of Class B shares through April 27, 2006. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

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Annual Returns, Class B Shares

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(by calendar year 2001-2010)

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Best Quarter

2Q/03

17.23%

Worst Quarter

2Q/10

-15.81%

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Average Annual Total Returns (for the periods ended December 31, 2010)

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1 Year 5 Years 10 Years
Return Before Taxes
Investor Class -1.55% 3.29% 4.59%
Class A -1.20% 3.46% 4.68%
Class B -1.56% 3.36% 4.38%
Class C 2.43% 3.68% 4.37%
Class I 4.78% 5.06% 5.66%
Class R1 4.71% 4.98% 5.52%
Class R2 4.44% 4.70% 5.30%
Class R3 4.12% 4.43% 4.97%
Return After Taxes on Distributions
Class B -1.58% 2.33% 3.83%
Return After Taxes on Distributions and Sale of Fund Shares
Class B -0.24% 2.76% 3.80%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% 2.46% 3.50%
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After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

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Subadvisor

Portfolio Manager

Service Date

MacKay Shields LLC

Rupal Bhansali, Senior Managing Director

Since 2001

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How to Purchase and Sell Shares

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You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

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Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

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If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 129 of the Prospectus.

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More About Investment Strategies and Risks
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Information about each Fund's objective, principal investment strategies, investment practices and principal risk factors appears in the relevant summary section for each Fund at the beginning of the Prospectus. The information below describes in greater detail the investments, investment practices and other risks pertinent to the Funds. Some of the Funds may use the investments/strategies discussed below more than other Funds.
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Additional information about the investment practices of the Funds and risks pertinent to these practices is included in the Statement of Additional Information ("SAI"). The following information is provided in alphabetical order and not necessarily in order of importance.

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American Depositary Receipts ("ADRs")

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The Funds may invest in ADRs. ADRs, which are typically issued by a U.S. financial institution (a "depositary"), evidence ownership interests in a security or pool of securities issued by a foreign company which are held by a depositary. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. Because ADRs are not denominated in the same currency as the underlying securities into which they may be converted, they are subject to currency risks. In addition, depositary receipts involve many of the same risks of investing directly in foreign securities. Generally, ADRs are considered to be foreign securities.

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Debt Securities

The Fund s may invest in debt instruments for income or other reasons. Investors buy debt instruments primarily to profit through interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt securities, including (without limitation):

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  • bonds;

  • notes; and

  • debentures.

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Some debt securities pay interest at fixed rates of return, while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the principal amount that is to be paid at maturity.

The risks involved with investing in debt securities include (without limitation):

  • Credit risk: The purchaser of a debt security lends money to the issuer of that security. If the issuer does not pay back the loan, the holder of the security may experience a loss on its investment.

  • Maturity risk: A debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity. Therefore, the net asset value ("NAV") of a Fund that holds debt securities with a longer average maturity may fluctuate in value more than the NAV of a Fund that holds debt securities with a shorter average maturity.

  • Market risk: Like other securities, debt securities are subject to the forces of supply and demand. Low demand may negatively impact the price of a debt security.

  • Interest rate risk: The value of debt securities usually changes when interest rates change. Generally, when interest rates go up, the value of a debt security goes down and when interest rates go down, the value of a debt security goes up.

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Derivative Transactions

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The Funds may enter into derivative transactions, or "derivatives," which may include options, futures, options on futures and swap agreements. The value of derivatives is based on certain underlying equity or fixed-income securities, interest rates, currencies or indices. The use of these transactions is a highly specialized activity that involves investment techniques, tax planning and risks that are different from those of ordinary securities transactions. Derivatives may be hard to sell at an advantageous price or time and typically are very sensitive to changes in the underlying security, interest rate, currency or index. As a result, derivatives can be highly volatile. If the Manager or the Subadvisor is incorrect about its expectations of changes in interest rates or market conditions, the use of derivatives could result in a loss, which in some cases may be unlimited. When using derivatives, there is a risk that a Fund will lose money if the contract counterparty does not make the required payments or otherwise fails to comply with the terms of the contract. In the event of the bankruptcy or insolvency of a counterparty, the Fund could experience the loss of some or all of its investment or experience delays in liquidating its positions, including declines in the value of its investment during the period in which the Fund seeks to enforce its rights, and an inability to realize any gains on its investment during such period. A Fund may also incur fees and expenses in enforcing its rights. In addition, the leverage associated with inverse floaters, a type of derivative, may result in greater volatility in their market value than other income-producing securities.

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As investment companies registered with the SEC, the Funds must maintain reserves of liquid assets to "cover" obligations with respect to certain kinds of derivatives instruments.

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Equity Securities

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Publicly held corporations may raise needed cash by issuing or selling equity securities to investors. When you buy the equity securities of a corporation you become a part owner of the issuing corporation. Equity securities may be bought on stock exchanges, such as the New York Stock Exchange, NASDAQ Stock Market, Inc. ("NASDAQ"), the American Stock Exchange, foreign stock exchanges, or in the over-the-counter market, such as NASDAQ's Over-the-Counter Bulletin Board. There are many different types of equity securities, including (without limitation):

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  • common stocks;

  • preferred stocks;

  • ADRs; and

  • real estate investment trusts.

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Investors buy equity securities to make money through dividend payments and/or selling them for more than they paid. The risks involved with investing in equity securities include (without limitation):

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  • Changing economic conditions: Equity securities may fluctuate as a result of general economic conditions, including changes in interest rates.

  • Industry and company conditions: Certain industries or individual companies may come in and out of favor with investors. In addition, changing technology and competition may make the equity securities of a company or industry more volatile.

  • Security selection: A portfolio manager may not be able to consistently select equity securities that appreciate in value, or anticipate changes that can adversely affect the value of a Fund 's holdings. Investments in smaller and mid-size companies may be more volatile than investments in larger companies.

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Exchange Traded Funds ("ETFs")

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To the extent a Fund may invest in securities of other investment companies, the Fund may invest in shares of ETFs. ETFs are investment companies that trade like stocks. Like stocks, shares of ETFs are not traded at NAV, but may trade at prices above or below the value of their underlying portfolios. The price of an ETF is derived from and based upon the securities held by the ETF. The level of risk involved in the purchase or sale of an ETF is similar to the risk involved in the purchase or sale of a traditional common stock, except that the pricing mechanism for an ETF is based on a basket of securities. Thus, the risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by a Fund could result in losses on the Fund's investment in ETFs. ETFs are subject to management fees and other fees that may increase their costs versus the costs of owning the underlying securities directly. A Fund may from time to time invest in ETFs, primarily as a means of gaining exposure for the portfolio to the market without investing in individual securities, particularly in the context of managing cash flows into the Fund.

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Each Fund can invest its net assets in ETFs that invest in similar securities and count such holdings towards various guideline tests (such as the 80% test required under Rule 35d-1 under the Investment Company Act of 1940, as amended (the "1940 Act")).

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Foreign Securities

Generally, foreign securities are issued by companies organized outside the U.S. and are traded primarily in markets outside the U.S. Generally, foreign debt instruments are issued by companies organized outside the U.S., but may be traded on bond markets or over-the-counter in the U.S. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investments in emerging market countries present risks to a greater degree than those presented by investments in countries with developed securities markets and more advanced regulatory systems.

Many of the foreign securities in which the Funds invest will be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Funds' assets. However, a Fund may engage in foreign currency transactions to attempt to protect itself against fluctuations in currency exchange rates in relation to the U.S. dollar. See "Risk Management Techniques" below.

Futures Transactions

A Fund may purchase and sell single stock futures or stock index futures to hedge the equity portion of its investment portfolio with regard to market (systemic) risk or to gain market exposure to that portion of the market represented by the futures contracts. A Fund may also purchase and sell other futures when deemed appropriate, in order to hedge the equity or non-equity portions of its portfolio. In addition, to the extent that it invests in foreign securities, and subject to any applicable restriction on the Fund's ability to invest in foreign currencies, each Fund may enter into contracts for the future delivery of foreign currencies to hedge against changes in currency exchange rates. Subject to compliance with applicable rules and restrictions, the Funds also may enter into futures contracts traded on foreign futures exchanges such as those located in Frankfurt, Tokyo, London or Paris.

A Fund may purchase and sell futures contracts on debt securities and on indices of debt securities in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of a Fund's securities. A Fund may also enter into such futures contracts for other appropriate risk management, income enhancement and investment purposes.

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There are several risks associated with the use of futures contracts and options on futures contracts as hedging techniques. There can be no assurance that a liquid market will exist at the time when a Fund seeks to close out a futures contract. If no liquid market exists, a Fund would remain obligated to meet margin requirements until the position is closed. Futures may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in a Fund's securities being hedged, even if the hedging vehicle closely correlates with the Fund's investments, such as with single stock futures contracts. If the price of a futures contract changes more than the price of the securities or currencies, a Fund will experience either a loss or a gain on the futures contracts that will not be completely offset by changes in the price of the securities or currencies that are the subject of the hedge. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives.

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Global Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs")

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To the extent a Fund may invest in foreign securities, a Fund may invest in GDRs and EDRs. GDRs and EDRs are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. GDRs and EDRs may not be denominated in the same currency as the underlying securities into which they may be converted, and are subject to currency risks. Depositary receipts involve many of the same risks of investing directly in foreign securities.

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Growth Securities

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Certain Funds may invest in equity securities of companies that their portfolio managers believe will experience relatively rapid earnings growth. Such "growth stocks" typically trade at higher multiples of current earnings than other securities. Therefore, the values of growth stocks may be more sensitive to changes in current or expected earnings than the values of other securities.

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The principal risk of investing in growth stocks is that investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If these expectations are not met, the market price of the stock may decline significantly, even if earnings showed an absolute increase. Growth stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

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Illiquid and Restricted Securities

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A Fund's investments may include illiquid securities or restricted securities. The principal risk of investing in illiquid and restricted securities is that they may be difficult to sell.

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Securities and other investments purchased by a Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. Domestic and foreign markets are becoming more and more complex and interrelated, so that events in one sector of the market or the economy or in one geographical region, can reverberate and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With respect to over-the-counter traded securities, the continued viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase the securities.

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If one or more instruments in a Fund's portfolio become illiquid, a Fund may exceed its limit on illiquid instruments. In the event that this occurs, the Fund must take steps to bring the aggregate amount of illiquid instruments back within the prescribed limitations as soon as reasonably practicable. This requirement would not force a Fund to liquidate any portfolio instrument where the Fund would suffer a loss on the sale of that instrument. Where no clear indication of the value of a particular investment is available, the investment will be valued at its fair value according to valuation procedures approved by the Funds' Boards. These cases include, among others, situations where the secondary markets on which a security has previously been traded are no longer viable for lack of liquidity. The value of illiquid securities may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists, and thus negatively affect a Fund's NAV. For more information on fair valuation, please see "Fair Valuation and Portfolio Holdings Disclosure."

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Restricted securities are securities that are sold only through negotiated private transactions and not to the general public, due to certain restrictions imposed by federal securities laws.

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Information Regarding Standard & Poor's ®

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"Standard & Poor's ® ," "S&P ® ,""S&P 500 ® ," "Standard & Poor's 500," and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by New York Life Investments. The MainStay S&P 500 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard & Poor's makes no representation regarding the advisability of investing in the Fund.

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Initial Public Offerings ("IPOs")

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Certain Funds may invest in securities that are made available in IPOs. IPO securities may be volatile, and the Funds cannot predict whether investments in IPOs will be successful. As a Fund grows in size, the positive effect of IPO investments on the Fund may decrease.

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Investment Policies and Objectives

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Certain of the Funds have names which suggest a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, each of these Funds has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its assets (net assets plus the amount of any borrowings for investment purposes) in investments of the type suggested by its name. For a list of these policies, please see the SAI. This requirement is applied at the time a Fund invests its assets. If, subsequent to an investment by a Fund, this requirement is no longer met, the Fund's future investments will be made in a manner that will bring the Fund into compliance with this requirement. In addition, in appropriate circumstances, synthetic investments may count toward the 80% minimum if they have economic characteristics similar to the other investments included in the basket. The MainStay Funds have adopted a policy to provide a Fund's shareholders with at least 60 days' prior notice of any change in this non-fundamental policy. For additional information, please see the SAI.

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When the discussion states that a Fund invests "primarily" in a certain type or style of investment, this means that under normal circumstances the Fund will invest at least 65% of its assets, as described above, in that type or style of investment.

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The investment objectives for MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund and MainStay ICAP International Fund are fundamental and cannot be changed without the approval of a majority of the relevant Fund's outstanding voting securities.

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In all other cases, a Fund's investment objective is non-fundamental and may be changed without shareholder approval.

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Large Transaction Risks

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From time to time, the Funds may receive large purchase or redemption orders from affiliated or unaffiliated mutual funds or other investors. Such large transactions could have adverse effects on a Fund's performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains and increase a Fund's transaction costs. The Funds have adopted procedures designed to mitigate the negative impacts of such large transactions, but there can be no assurance that these procedures will be effective.

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Lending of Portfolio Securities

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Although not considered to be a principal investment strategy at this time, all of the Funds may lend their portfolio securities. Portfolio securities may be loaned to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the Funds' Boards. A risk of lending portfolio securities, as with other extensions of credit, is the possible loss of rights in the collateral should the borrower fail financially. In determining whether to lend securities, the Manager, the Subadvisors, or its/their agent, will consider all relevant facts and circumstances, including the creditworthiness of the borrower.

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Loan Participation Interests

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Loan participation interests, also referred to as Participations, are fractional interests in an underlying corporate loan and may be purchased from an agent bank, co-lenders or other holders of Participations. There are three types of Participations which a Fund may purchase. A Participation in a novation of a corporate loan involves a Fund assuming all of the rights of the lender in a corporate loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. Second, a Fund may purchase a Participation in an assignment of all or a portion of a lender's interest in a corporate loan, in which case a Fund may be required generally to rely on the assigning lender to demand payment and to enforce its rights against the borrower, but would otherwise be entitled to all of such lender's rights in the underlying corporate loan. Third, a Fund may also purchase a Participation in a portion of the rights of a lender in a corporate loan, in which case, a Fund will be entitled to receive payments of principal, interest and fees, if any, but generally will not be entitled to enforce its rights against the agent bank or borrower. The Fund must rely on the lending institution for that purpose.

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The principal credit risk associated with acquiring Participations from a co-lender or another Participant is the credit risk associated with the underlying corporate borrower. A Fund may incur additional credit risk, however, when it is in the position of Participant rather than co-lender because the Fund must then assume the risk of insolvency of the co-lender from which the Participation was purchased and that of any person interposed between the Fund and the co-lender.

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NAV Will Fluctuate

The value of Fund shares, also known as the NAV, generally fluctuates based on the value of the Fund's holdings.

Not Insured—You Could Lose Money

Before considering an investment in a Fund, you should understand that you could lose money.

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Options

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An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option. If a Fund's Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return.

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Portfolio Turnover

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Portfolio turnover measures the amount of trading a Fund does during the year. Due to their trading strategies, certain Funds may experience a portfolio turnover rate of over 100%. The portfolio turnover rate for each Fund is found in the relevant summary sections for each Fund and the Financial Highlights. The use of certain investment strategies may generate increased portfolio turnover. A Fund with a high turnover rate (at or over 100%) often will have higher transaction costs (which are paid by the Fund) and may generate short-term capital gains (on which you'll pay taxes, even if you don't sell any shares by year-end).

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Real Estate Investment Trusts ("REITs")

The Funds may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related loans. Investment in REITs carries with it many of the risks associated with direct ownership of real estate, including declines in property values, extended vacancies, increases in property taxes, and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults, and are subject to heavy cash flow dependency.

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Rights and Warrants

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To the extent that a Fund invests in equity securities, the Funds may invest in rights and warrants. The holder of a stock purcase right or a warrant has the right to purchase a given number of shares of a particular isser at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of rights and warrants do not necessarily move in tendem with the prices of the underlying securities, and warrants are speculative investments. Rights and warrants pay no dividends and confer no rights other than a purchase option. If a right or warrant is not exercised by the date of its expiration, the Fund will lose its entire investment in such right or warrant.

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Risk Management Techniques

Various techniques can be used to increase or decrease a Fund's exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices.

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These practices can be used in an attempt to adjust the risk and return characteristics of a Fund's portfolio of investments. For example, to gain exposure to a particular market, a Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as "hedging." If the Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, which in some cases may be unlimited, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of a Fund and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.

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Small Cap Stocks

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The general risks associated with equity securities and liquidity risk are particularly pronounced for securities of companies with market capitalizations that are small compared to other publicly traded companies. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. Securities of small-capitalization companies may trade less frequently and in lesser volume than more widely held securities, and their values may fluctuate more sharply than other securities. They may also trade in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity.

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Swap Agreements

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The Funds may enter into interest rate, credit default, index, equity (including total return), and currency exchange rate swap agreements to attempt to obtain a desired return at a lower cost than a direct investment in an instrument yielding that desired return. In a typical swap transaction, two parties agree to exchange the returns (or differentials in rates of returns) earned or realized on particular investments or instruments. The payments may be adjusted for transaction costs, interest payments, the amount of interest paid on the investment or instrument or other factors.

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Whether a Fund's use of swap agreements will be successful will depend on whether the Manager or Subadvisor correctly predicts movements in the value of particular securities, interest rates, indices and currency exchange rates. In addition, swap agreements entail the risk that a party will default on its payment obligations to the Fund. For example, credit default swaps can result in losses if a Fund does not correctly evaluate the creditworthiness of the company on which the credit default swap is based. Such instruments are not afforded the same protections as may apply to participants trading futures or options on organized exchanges, such as the performance guarantee of an exchange clearinghouse. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. There is a risk that the other party could go bankrupt and the Fund would lose the value of the security it should have received in the swap. For additional information on swaps, see "Derivative Transactions" above. Also, see the "Tax Information" section in the SAI for information regarding the tax considerations relating to swap agreements.

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Temporary Defensive Investments

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In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes or for liquidity purposes, each Fund may invest outside the scope of its principal investment strategies. Under such conditions, a Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the Fund will achieve its investment objective. Under such conditions, a Fund may invest without limit in cash or money market and other investments.

In unusual market conditions, the MainStay International Equity Fund may invest all or a portion of its assets in equity securities of U.S. issuers, investment grade notes and bonds, and cash and cash equivalents.

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Value Securities

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The Funds may invest in companies that may not be expected to experience significant earnings growth, but whose securities their portfolio managers believe are selling at a price lower than their true value. Companies that issue such "value stocks" may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. The principal risk of investing in value stocks is that they may never reach what the Fund's investment manager believes is their full value or that they may go down in value. If a portfolio manager's assessment of a company's prospects is wrong, or if the market does not recognize the value of the company, the price of that company's securities may decline or may not approach the value that the portfolio manager anticipates.

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When-Issued Securities and Forward Commitments

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Debt securities are often issued on a when-issued or forward commitment basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the securities take place at a later date. During the period between purchase and settlement, no payment is made by a Fund and no interest accrues to the Fund . There is a risk that the security could be worth less when it is issued than the price the Fund agreed to pay when it made the commitment. Similarly, a Fund may commit to purchase a security at a future date at a price determined at the time of the commitment. The same procedure and risks exist for forward commitments as for when-issued securities.

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Zero Coupon and Payment-in-Kind Bonds

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One or more of the Funds may purchase zero coupon bonds, which are debt obligations issued without any requirement for the periodic payment of interest. The Funds may also invest in payment-in-kind bonds. Payment-in-kind bonds normally give the issuer an option to pay in cash at a coupon payment date or in securities with a fair value equal to the amount of the coupon payment that would have been made. Zero coupon bonds are issued at a significant discount from their face value. The discount approximates the total amount of interest the bonds would accrue and compound over the period until maturity at a rate of interest reflecting the market rate at the time of issuance. Because interest on zero coupon obligations is not paid to the Funds on a current basis but is, in effect, compounded, the value of this type of security is subject to greater fluctuations in response to changing interest rates than the value of debt obligations that distribute income regularly.

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Zero coupon bonds and payment-in-kind bonds tend to be subject to greater market risk than interest paying securities of similar maturities. The discount represents income, a portion of which a Fund must accrue and distribute every year even though the Fund receives no payment on the investment in that year. Therefore, these investments tend to be more volatile than securities which pay interest periodically and in cash.

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In addition, there may be special tax considerations associated with investing in high-yield/high-risk bonds structured as zero coupon or payment-in-kind securities. Interest on these securities is recorded annually as income even though no cash interest is received until the security's maturity or payment date. As a result, the amounts that have accrued each year are required to be distributed to shareholders and such amounts will be taxable to shareholders. Additionally, a Fund may have to sell some of its assets to distribute cash to shareholders. These actions are likely to reduce the Fund's assets and may thereby increase its expense ratio and decrease its rate of return.

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Shareholder Guide
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The following pages are intended to provide information regarding how to buy and sell shares of the MainStay Funds and to help you understand the costs associated with buying, holding and selling your MainStay Fund investments. Not all of the MainStay Funds discussed below are offered in this Prospectus. Furthermore, certain share classes are not available for all MainStay Funds or to all investors.

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For additional details regarding the information described in this Shareholder Guide or if you have any questions, please contact your financial adviser or the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) or by going online to mainstayinvestments.com.

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Please note that shares of the MainStay Funds are generally not available for purchase by foreign investors.

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NYLIFE Distributors LLC and/or the MainStay Funds reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains in a check mailed to any investor who becomes a non-U.S. resident; and (ii) to redeem shares and close the account of an investor who becomes a non-U.S. resident.

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SIMPLE IRA Plan accounts and certain other retirement plan accounts may not be eligible to invest in certain MainStay Funds, and may only be eligible to hold Investor Class shares.

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The following terms are used in this Shareholder Guide:

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"MainStay Asset Allocation Funds" collectively refers to the MainStay Conservative Allocation Fund, MainStay Moderate Allocation Fund, MainStay Moderate Growth Allocation Fund, and MainStay Growth Allocation Fund.

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"MainStay Blended Funds" collectively refers to the MainStay Balanced Fund, MainStay Convertible Fund, and MainStay Income Builder Fund.

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"MainStay Epoch Funds" collectively refers to the MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, and MainStay Epoch International Small Cap Fund.

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"MainStay Equity Funds" collectively refers to the MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, MainStay 130/30 International Fund, MainStay Common Stock 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 Growth Equity Fund, MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund, MainStay MAP Fund, MainStay S&P 500 Index Fund, and MainStay U.S. Small Cap Fund.

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"MainStay Income Funds" collectively refers to the MainStay Balanced Fund, MainStay Cash Reserves Fund, MainStay Convertible Fund, MainStay Flexible Bond Opportunities Fund, MainStay Floating Rate Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Corporate Bond Fund, MainStay High Yield Municipal Bond Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund, MainStay Indexed Bond Fund, MainStay Intermediate Term Bond Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund, MainStay Tax Free Bond Fund, and MainStay Short Term Bond Fund.

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"MainStay International Equity Funds" collectively refers to the MainStay 130/30 International Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, and MainStay International Equity Fund.

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"MainStay Money Market Funds" collectively refers to the MainStay Cash Reserves Fund, MainStay Money Market Fund, and MainStay Principal Preservation Fund.

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"MainStay Retirement Funds" collectively refers to the MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund, and MainStay Retirement 2050 Fund.

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The Board of Trustees of Eclipse Funds, the Board of Trustees of MainStay Funds Trust, the Board of Trustees of The MainStay Funds, and the Board of Directors of Eclipse Funds Inc. are collectively referred to as the "Board."

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The Investment Company Act of 1940, as amended, is referred to as the "1940 Act."

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New York Life Investment Management LLC is referred to as the "Manager" or "New York Life Investments."

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New York Life Insurance Company is referred to as "New York Life."

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NYLIM Service Company LLC is referred to as the "Transfer Agent" or "NYLIM Service Company."

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NYLIFE Distributors LLC is referred to as the "Distributor" or "NYLIFE Distributors."

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The New York Stock Exchange is referred to as the "Exchange."

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Net asset value is referred to as "NAV."

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The Securities and Exchange Commission is referred to as the "SEC."

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Before You Invest:
Deciding Which Class of Shares to Buy

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The MainStay Funds offer Investor Class, and Class A, B, C, I, R1, R2 and R3 shares, as applicable. Each share class of a MainStay Fund represents an interest in the same portfolio of securities, but each class has its own sales charge and expense structure, providing you with different choices for meeting the needs of your situation. Depending upon how you wish to purchase shares of a MainStay Fund and the MainStay Fund in which you wish to invest, the share classes available to you may vary.

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The decision as to which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial adviser. Important factors to consider include:

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  • how much you plan to invest;

  • how long you plan to hold your shares;

  • total expenses associated with each class of shares; and

  • whether you qualify for any reduction or waiver of sales charge.

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As with any business, running a mutual fund involves costs. There are regular operating costs, such as investment advisory fees, marketing and distribution expenses, and custodial, transfer agency, legal and accounting fees, among others. These operating costs are typically paid from the assets of a MainStay Fund, and thus, all investors in the MainStay Funds indirectly share the costs. These expenses for each MainStay Fund are presented in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Annual Fund Operating Expenses." As the fee tables show, certain costs are borne equally by each share class. In cases where services or expenses are class-specific, such as distribution and/or service (12b-1) fees, the fees payable for transfer agency services or certain other expenses, the costs may be allocated differently among the share classes.

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In addition to the direct expenses that a MainStay Fund bears, MainStay Fund shareholders indirectly bear the expenses of the other funds in which the MainStay Fund invests ("Underlying Funds"), where applicable. The tables entitled "Fees and Expenses of the Fund" reflect a MainStay Fund's estimated indirect expenses from investing in Underlying Funds based on the allocation of the MainStay Fund's assets among the Underlying Funds during the MainStay Fund's most recent fiscal year. These expenses may be higher or lower over time depending on the actual investments of the MainStay Fund's assets in the Underlying Funds and the actual expenses of the Underlying Funds.

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In some cases, the Total Annual Fund Operating Expenses reflected in the tables entitled "Fees and Expenses of the Fund" may differ in part from the amounts shown in the Financial Highlights section of the applicable Prospectuses, which reflect only the operating expenses of a MainStay Fund for its prior fiscal year and do not include the MainStay Fund's share of the fees and expenses of any Underlying Fund.

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Most significant among the class-specific costs are:

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  • Distribution and/or Service (12b-1) Fee —named after the SEC rule that permits their payment, 12b-1 fees are paid by a class of shares to the Distributor for distribution and/or shareholder services such as marketing and selling MainStay Fund shares, compensating brokers and others who sell MainStay Fund shares, advertising, printing and mailing of prospectuses, responding to shareholder inquiries, etc.

  • Shareholder Service Fee —this fee covers certain services provided to retirement plans investing in Class R1, Class R2 and Class R3 shares that are not included under a MainStay Fund's 12b-1 plan, such as certain account establishment and maintenance, order processing, and communication services.

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An important point to keep in mind about 12b-1 fees and shareholder service fees is that they reduce the value of your shares, and therefore, will proportionately reduce the returns you receive on your investment and any dividends that are paid. See "Information on Fees" in this section for more information about these fees.

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In addition to regular operating costs, there are costs associated with an individual investor's transactions and account, such as the compensation paid to your financial adviser for helping you with your investment decisions. The MainStay Funds typically cover such costs by imposing sales charges and other fees directly on the investor either at the time of purchase or upon redemption. These charges and fees for each MainStay Fund are presented earlier in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Shareholder Fees." Such charges and fees include:

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  • Initial Sales Charge —also known as a "front-end sales load," refers to a charge that is deducted from your initial investment in Investor Class and Class A shares and is used to compensate the Distributor and/or your financial adviser for their efforts and assistance to you in connection with the purchase. The key point to keep in mind about a front-end sales load is that it reduces the amount available to purchase MainStay Fund shares.

  • Contingent Deferred Sales Charge —also known as a "CDSC" or "back-end sales load," refers to a sales load that is deducted from the proceeds when you redeem MainStay Fund shares (that is, sell shares back to the MainStay Fund). The amount of the CDSC that you pay will depend on how long you hold your shares and decreases to zero if you hold your shares long enough. Although you pay no sales charge at the time of purchase, the Distributor typically pays your financial adviser a commission up-front. In part to compensate the Distributor for this expense over time, you will pay a higher ongoing 12b-1 fee. Over time, these fees may cost you more than paying an initial sales charge.

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Distribution and/or service (12b-1) fees, shareholder service fees, initial sales charges and contingent deferred sales charges are each discussed in more detail in this Shareholder Guide. Investor Class, Class A, Class B and Class C shares of the MainStay Money Market Fund are sold with no initial sales charge or CDSC and have no annual 12b-1 fees. The following table gives you a summary of the differences among share classes with respect to such fees and other important factors:

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Summary of Important Differences Among Share Classes
Investor
Class
Class A Class B Class C Class I Class R1 Class R2 Class R3
Initial sales charge Yes Yes None None None None None None
Contingent
deferred sales
charge
None 1 None 1 Sliding scale during the first six years after purchase 2 1% on sale of shares held for one year or less None None None None
Ongoing distribution
and/or service
(12b-1) fees
0.25% 0.25% 0.75% 3 distribution and 0.25% service (1.00% total) ,4 0.75% 3 distribution and 0.25% service (1.00% total) ,4 None None 0.25% 0.25%
distribution and
0.25% service
(0.50% total)
Shareholder
service fee
None None None None None 0.10% 0.10% 0.10%
Conversion feature Yes 5 Yes 5 Yes 5 None Yes 5 Yes 5 Yes 5 Yes 5
Purchase
maximum 6
None None $100,000 $1,000,000 7 None None None None
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1

A CDSC of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge. No sales charge applies on investments of $1 million or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund). The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

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2

The CDSC period for MainStay Floating Rate Fund is a sliding scale during the first four years after purchase.

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3

0.25% for MainStay Tax Free Bond Fund.

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4

0.50% for MainStay Tax Free Bond Fund.

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5

See the sections discussing Share Class Considerations and the section entitled "Buying, Selling, Converting and Exchanging Fund Shares -- Conversions Between Share Classes" for more information on the voluntary and/or automatic conversions that apply to each share class.

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6

Per transaction. Does not apply to purchases by certain retirement plans.

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7

$500,000 for MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund.

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The following discussion is not intended to be investment advice or a recommendation because each investor's financial situation and considerations are different. Additionally, certain MainStay Funds have sales charge and expense structures that may alter your analysis as to which share class is most appropriate for your needs. This analysis can best be made by discussing your situation and the factors mentioned above with your financial adviser. Generally, however, Investor Class shares or Class A shares are more economical if you intend to invest larger amounts and hold your shares long-term (more than six years, for most MainStay Funds). Class C shares may be more economical if you intend to hold your shares for a shorter term (six years or less, for most MainStay Funds). Class I shares are the most economical, regardless of amount invested or intended holding period, but are offered only to certain institutional investors or through certain financial intermediary accounts. Class R1, R2 and R3 shares are available only to certain employer-sponsored retirement plans.

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Investor Class Share Considerations

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  • Your Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If at that time the value of your Investor Class shares in any one MainStay Fund equals or exceeds $25,000, whether by shareholder action or change in market value, or if you have otherwise become eligible to invest in Class A shares, your Investor Class shares of that MainStay Fund will be automatically converted into Class A shares. Eligible Investor Class shares may also convert upon request. Please note that, in most cases, you may not aggregate your holdings of Investor Class shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) to qualify for this conversion feature. Certain holders of Investor Class shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Please also note that if your account balance falls below $25,000 ($15,000 for investors that meet certain asset thresholds), whether by shareholder action or change in market value, after conversion to Class A shares or you otherwise no longer qualify to hold Class A shares, your account may be converted automatically to Investor Class shares. Please see "Class A Share Considerations" for more details.

  • Investor Class shares generally have higher expenses than Class A shares. By maintaining your account balance in a MainStay Fund at or above $25,000 ($15,000 for investors that meet certain asset thresholds), you will continue to be eligible to hold Class A shares of the MainStay Fund. If the value of your account is below this amount, you may consider increasing your account balance to meet this minimum to qualify for Class A shares. In addition, if you have accounts with multiple MainStay Funds whose values aggregate to at least $25,000 ($15,000 for investors that meet certain asset thresholds), you may consider consolidating your accounts into a MainStay Asset Allocation Fund account to qualify for Class A shares, if such action is consistent with your investment program.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Investor Class shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment. Please see "Information on Sales Charges" for more information. We also describe below how you may reduce or eliminate the initial sales charge. Please see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" for more information.

    Since some of your investment goes to pay an up-front sales charge when you purchase Investor Class shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Investor Class shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

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Class A Share Considerations

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  • Generally, Class A shares have a minimum initial investment amount of $25,000 per MainStay Fund. Class A share balances are examined Fund-by-Fund on a semi-annual basis. If at that time the value of your Class A shares in any one MainStay Fund is less than $25,000 ($10,000 in the case of IRA or 403(b)(7) accounts that are making required minimum distributions via MainStay's systematic withdrawal plan or systematic exchange program, and $15,000 in the case of investors with $100,000 or more invested in the MainStay Funds combined, regardless of share class), whether by shareholder action or change in market value, or if you are otherwise no longer eligible to hold Class A shares, your Class A shares of that MainStay Fund will be converted automatically into Investor Class shares. Please note that you may not aggregate holdings of Class A shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) in order to avoid this conversion feature.

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Please note that if you qualify for the $15,000 minimum initial investment, you must maintain aggregate investments of $100,000 or more in the MainStay Funds, regardless of share class, and an account balance at or above $15,000 per MainStay Fund to avoid having your account automatically convert into Investor Class shares. Certain holders of Class A shares are not subject to this automatic conversion feature. For more information, please see the SAI.

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  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Class A shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment (see "Information on Sales Charges"). We also describe below how you may reduce or eliminate the initial sales charge (see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares").

  • Since some of your investment goes to pay an up-front sales charge when you purchase Class A shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Class A shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

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Class B Share Considerations

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  • You pay no initial sales charge on an investment in Class B shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment. Over time these fees may cost you more than paying an initial sales charge on Investor Class or Class A shares. Consequently, it is important that you consider your investment goals and the length of time you intend to hold your shares when comparing your share class options.

  • You should consult with your financial adviser to assess your intended purchase in light of your particular circumstances.

  • The MainStay Funds will generally not accept a purchase order for Class B shares in the amount of $100,000 or more.

  • In most circumstances, you will pay a CDSC if you sell Class B shares within six years (four years with respect to MainStay Floating Rate Fund) of buying them (see "Information on Sales Charges"). There are exceptions, which are described in the SAI.

  • Selling Class B shares during the period in which the CDSC applies can significantly diminish the overall return on an investment.

  • If you intend to hold your shares less than six years (four years with respect to MainStay Floating Rate Fund), Class C shares will generally be more economical than Class B shares of most MainStay Funds.

  • When you sell Class B shares, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, fully aged shares, and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Class B shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, eight years (four years with respect to MainStay Floating Rate Fund) after the date they were purchased. This reduces distribution and/or service (12b-1) fees from 1.00% to 0.25% of average daily net assets (or from 0.50% to 0.25% with respect to MainStay Tax Free Bond Fund).

  • Share class conversions are based on the NAVs of the two classes, and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate this share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert proportionately with the shares that are converting.

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Class C Share Considerations

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  • You pay no initial sales charge on an investment in Class C shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment.

  • In most circumstances, you will pay a 1.00% CDSC if you redeem shares held for one year or less.

  • When you sell Class C shares of a MainStay Fund, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, then fully aged shares and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Unlike Class B shares, Class C shares do not convert to Investor Class or Class A shares. As a result, long-term Class C shareholders will pay higher ongoing distribution and/or service (12b-1) fees over the life of their investment.

  • The MainStay Funds will generally not accept a purchase order for Class C shares in the amount of $1,000,000 or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund).

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Class I Share Considerations

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  • You pay no initial sales charge or CDSC on an investment in Class I shares.

  • You do not pay any ongoing distribution and/or service (12b-1) fees.

    You may buy Class I shares if you are an:

    • Institutional Investor

      • Certain employer-sponsored, association or other group retirement plans or employee benefit trusts with a service arrangement through New York Life Retirement Plan Services or the Distributor or their affiliates;

      • Certain financial institutions, endowments, foundations, government entities or corporations investing on their own behalf;

      • Clients transacting through financial intermediaries that purchase Class I shares through: (i) fee-based accounts that charge such clients an ongoing fee for advisory, investment, consulting or similar services; or (ii) a no-load network or platform that has entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform.

    • Individual Investor who is initially investing at least $5 million in any single MainStay Fund: (i) directly with the MainStay Fund; or (ii) through certain private banks and trust companies that have an agreement with the Distributor or its affiliates;

    • Existing Class I Shareholder ; or

    • Existing MainStay Fund's Board Member .

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Class R1, Class R2 and Class R3 Share Considerations

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  • You pay no initial sales charge or CDSC on an investment in Class R1, Class R2 or Class R3 shares.

  • You pay ongoing shareholder service fees for Class R1, Class R2 and Class R3 shares. You also pay ongoing distribution and/or service (12b-1) fees for Class R2 and Class R3 shares.

  • Class R1, Class R2 and Class R3 shares are available in certain individual retirement accounts and in certain retirement plans that have a service arrangement with New York Life Retirement Plan Services or the Distributor, including:

    • Section 401(a) and 457 plans;

    • Certain Section 403(b)(7) plans;

    • 401(k), profit sharing, money purchase pension and defined benefit plans; and

    • Non-qualified deferred compensation plans.

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Investment Minimums and Eligibility Requirements

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The following minimums apply if you are investing in a MainStay Fund. A minimum initial investment amount may be waived for purchases by the Board members and directors and employees of New York Life and its affiliates and subsidiaries. The MainStay Funds may also waive investment minimums for certain qualified purchases and accept additional investments of smaller amounts at their discretion. Please see the SAI for additional information.

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Investor Class Shares

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All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

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  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

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MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

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  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

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Class A Shares

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  • $25,000 minimum initial investment with no minimum subsequent purchase amount requirement for any single MainStay Fund; or

  • $15,000 minimum initial investment with no minimum subsequent purchase amount for investors who, in the aggregate, have assets of $100,000 or more invested in any share class of any of the MainStay Funds. To qualify for this investment minimum, all aggregated accounts must be tax reportable under the same tax identification number. You may not aggregate your holdings with the holdings of any other person or entity to qualify for this investment minimum. Please note that accounts held through broker/dealers or other types of institutions may not be aggregated to qualify for this investment minimum. We will only aggregate those accounts held directly with the MainStay Funds.

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Please note that if you qualify for this reduced minimum, you must also maintain aggregate assets of $100,000 or more invested in any share classes of any of the MainStay Funds and an account balance at or above $15,000 per MainStay Fund to avoid having your Class A account automatically convert into Investor Class shares.

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  • There is no minimum initial investment and no minimum subsequent investment for Class A shares of the MainStay Money Market Fund if all of your other accounts contain Class A shares only.

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Please note that if at any time you hold any class of shares other than Class A shares, your holdings in the MainStay Money Market Fund will immediately become subject to the applicable investment minimums, subsequent purchase minimums and subsequent conversion features.

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Broker/dealers (and their affiliates) or certain service providers with customer accounts that trade primarily on an omnibus level or through the National Securities Clearing Corporation's Fund/SERV network (Levels 1-3 only); certain retirement plan accounts, including investment-only plan accounts; directors and employees of New York Life and its affiliates; investors who obtained their Class A shares through certain reorganizations (including holders of Class P shares of any of the predecessor funds to the MainStay Epoch Funds as of November 16, 2009); and subsidiaries and employees of the subadvisors to any of the MainStay Funds are not subject to the minimum investment requirement for Class A shares. For more information, please see the SAI.

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Class B and/or Class C Shares

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All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

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  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

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MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

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  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

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Class I Shares

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  • Individual Investors—$5 million minimum for initial purchases of any single MainStay Fund and no minimum subsequent purchase amount in any MainStay Fund; and

  • Institutional Investors and the MainStay Funds' Board Members—no minimum initial or subsequent purchase amounts in any MainStay Fund.

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Please note that Class I shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

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Class R1, Class R2 and Class R3 Shares

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If you are eligible to invest in Class R1, Class R2 or Class R3 shares of the MainStay Funds there are no minimum initial or subsequent purchase amounts.

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Information on Sales Charges

Investor Class Shares and Class A Shares

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The initial sales charge you pay when you buy Investor Class shares or Class A shares differs depending upon the MainStay Fund you choose and the amount you invest, as indicated in the following tables. The sales charge may be reduced or eliminated for larger purchases, as described below, or as described under "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares." Any applicable sales charge will be deducted directly from your investment. All or a portion of the sales charge may be retained by the Distributor or allocated to your dealer/financial adviser as a concession. Investor Class shares and Class A shares of MainStay Money Market Fund are not subject to a sales charge.

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MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Balanced Fund
MainStay Common Stock Fund
MainStay Conservative Allocation Fund
MainStay Convertible Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay ICAP Equity Fund
MainStay ICAP Global Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund
MainStay Income Builder Fund
MainStay International Equity Fund
MainStay Large Cap Growth Fund
MainStay MAP 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 U.S. Small Cap Fund
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Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $50,000 5.50% 5.82% 4.75%
$50,000 to $99,999 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None
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1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

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2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

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MainStay Indexed Bond Fund
MainStay Short Term Bond Fund
MainStay S&P 500 Index Fund
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Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.50% 2.56% 2.25%
$250,000 to $499,999 2.00% 2.04% 1.75%
$500,000 to $999,999 1.50% 1.52% 1.25%
$1,000,000 or more 2 None None None
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1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

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2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

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MainStay Flexible Bond Opportunities Fund
MainStay Global High Income Fund
MainStay Government Income Fund
MainStay High Yield Corporate Bond Fund
MainStay High Yield Opportunities Fund
MainStay Intermediate Term Bond Fund
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Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None
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1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

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2

No sales charge applies on investments of $1 million or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

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MainStay Floating Rate Fund
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Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.00% 2.04% 1.75%
$250,000 to $499,999 1.50% 1.52% 1.25%
$500,000 or more 2 None None None
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1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

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2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.

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MainStay High Yield Municipal Bond Fund MainStay Tax Free Bond Fund
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Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 or more 2 None None None
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1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

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2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.

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Class B Shares

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Class B shares are sold without an initial sales charge. However, if Class B shares are redeemed within six years (four years with respect to MainStay Floating Rate Fund) of their purchase, a CDSC will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class B shares have higher ongoing distribution and/or service (12b-1) fees and, over time, these fees may cost you more than paying an initial sales charge. The Class B share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class B shares. The amount of the CDSC will depend on the number of years you have held the shares that you are redeeming, according to the following schedule:

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All MainStay Funds (except MainStay Floating Rate Fund)
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 5.00%
Second year 4.00%
Third year 3.00%
Fourth year 2.00%
Fifth year 2.00%
Sixth year 1.00%
Thereafter None
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MainStay Floating Rate Fund
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 3.00%
Second year 2.00%
Third year 2.00%
Fourth year 1.00%
Thereafter None
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Class C Shares

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Class C shares are sold without an initial sales charge. However, if Class C shares are redeemed within one year of purchase, a CDSC of 1.00% will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class C shares have higher ongoing distribution and/or service (12b-1) fees, and, over time these fees may cost you more than paying an initial sales charge. The Class C share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class C shares.

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Computing Contingent Deferred Sales Charge on Class B and Class C

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A CDSC may be imposed on redemptions of Class B and Class C shares of a MainStay Fund, at the rates previously described, at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class B or Class C account to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class B shares during the preceding six years (four years with respect to MainStay Floating Rate Fund) or Class C shares during the preceding year.

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However, no CDSC will be imposed to the extent that the NAV of the Class B or Class C shares redeemed does not exceed:

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  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased more than six years (four years with respect to MainStay Floating Rate Fund) prior to the redemption for Class B shares or more than one year prior to the redemption for Class C shares; plus

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased through reinvestment of dividends or capital gain distributions; plus

  • increases in the NAV of the investor's Class B or Class C shares of the MainStay Fund above the total amount of payments for the purchase of Class B or Class C shares of the MainStay Fund made during the preceding six years (four years with respect to MainStay Floating Rate Fund) for Class B shares or one year for Class C shares.

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There are exceptions, which are described in the SAI.

Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares

Reducing the Initial Sales Charge on Investor Class Shares and Class A Shares

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You may be eligible to buy Investor Class and Class A shares of the MainStay Funds at one of the reduced sales charge rates shown in the tables above through a Right of Accumulation or a Letter of Intent, as described below. You may also be eligible for a waiver of the initial sales charge as set forth below. Each MainStay Fund reserves the right to modify or eliminate these programs at any time. However, please note the Right of Accumulation or Letter of Intent may only be used to reduce sales charges and may not be used to satisfy investment minimums or to avoid the automatic conversion feature of Investor Class or Class A shares.

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  • Right of Accumulation

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A Right of Accumulation allows you to reduce the initial sales charge as shown in the tables above by combining the amount of your current purchase with the current market value of investments made by you, your spouse, and your children under age 21 in Investor Class, Class A, Class B, or Class C shares of most MainStay Funds. You may not include investments of previously non-commissioned shares in the MainStay Money Market Fund, investments in Class I shares, or your interests in any MainStay Fund held through a 401(k) plan or other employee benefit plan. For example, if you currently own $45,000 worth of Class C shares of a MainStay Fund, your spouse owns $50,000 worth of Class B shares of another MainStay Fund, and you wish to invest $15,000 in a MainStay Fund, using your Right of Accumulation you can invest that $15,000 in Investor Class or Class A shares (if eligible) and pay the reduced sales charge rate normally applicable to a $110,000 investment. For more information please see the SAI.

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  • Letter of Intent

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Where the Right of Accumulation allows you to use prior investments to reach a reduced initial sales charge, a Letter of Intent allows you to qualify for a discount by combining your current purchase amount with purchases you, your spouse or children under age 21 intend to make in the near future. A Letter of Intent is a written statement to the Distributor of your intention to purchase Investor Class, Class A, Class B or Class C shares of one or more MainStay Funds (excluding investments of previously non-commissioned shares in the MainStay Money Market Fund) over a 24-month period. The total amount of your intended purchases will determine the reduced sales charge rate that will apply to Investor Class or Class A shares (if eligible) of the MainStay Funds purchased during that period. You can also apply a Right of Accumulation to these purchases.

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Your Letter of Intent goal must be at least $100,000. Submitting a Letter of Intent does not obligate you to purchase the specified amount of shares. If you do not meet your intended purchase goal, however, the initial sales charge that you paid on your purchases will be recalculated to reflect the actual value of shares you purchased. A certain portion of your shares will be held in escrow by the Transfer Agent for this purpose. For more information please see the SAI.

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  • Your Responsibility

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To receive the reduced sales charge, you must inform the Distributor of your eligibility and holdings at the time of your purchase if you are buying shares directly from the MainStay Funds. If you are buying shares through a financial intermediary firm, you must tell your financial adviser of your eligibility for a Right of Accumulation or a Letter of Intent at the time of your purchase.

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To combine shares of eligible MainStay Funds held in accounts at other intermediaries under your Right of Accumulation or a Letter of Intent, you may be required to provide the Distributor or your financial adviser a copy of each account statement showing your current holdings of each eligible MainStay Fund, including statements for accounts held by you, your spouse or your children under age 21, as described above. The Distributor or intermediary through which you are buying shares will combine the value of all your eligible MainStay Fund holdings based on the current NAV per share to determine what Investor Class or Class A sales charge rate you may qualify for on your current purchase. If you do not inform the Distributor or your financial adviser of all of the holdings or planned purchases that make you eligible for a sales charge reduction or do not provide requested documentation, you may not receive a discount to which you are otherwise entitled.

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More information on Investor Class and Class A share sales charge discounts is available in the SAI or on the internet at mainstayinvestments.com.

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"Spouse" with respect to a Right of Accumulation and Letter of Intent is defined as the person to whom you are legally married. We also consider your spouse to include the following: i) an individual of the same gender with whom you have been joined in a civil union or legal contract similar to marriage; ii) a domestic partner, who is an individual (including one of the same gender) to whom you are not related by blood and with whom you have shared a primary residence for at least six months in a relationship as a couple where you, your domestic partner or both of you provide for the personal or financial welfare of the other without a fee; or iii) an individual with whom you have a common law marriage, which is a marriage in a state where such marriages are recognized between a man and a woman arising from the fact that the two live together and hold themselves out as being married.

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Group Benefit Plan Purchases

You will not pay an initial sales charge if you purchase Investor Class shares or Class A shares through a group retirement or other benefit plan (other than IRA plans) that meets certain criteria, including:

  • 50 or more participants; or

  • an aggregate investment in shares of any class of the MainStay Funds of $1,000,000 or more; or

  • holds either Investor Class or Class A and Class B shares as a result of the Class B share conversion feature.

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However, Investor Class shares or Class A shares purchased through a group retirement or other benefit plan (other than IRA plans) may be subject to a CDSC upon redemption. If your plan currently holds Class B shares, please consult your recordkeeper or other plan administrative service provider concerning their ability to maintain shares in two different classes.

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Purchases Through Financial Services Firms

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You may be eligible for elimination of the initial sales charge if you purchase shares through a financial services firm (such as a broker/dealer, financial adviser or financial institution) that has a contractual arrangement with the Distributor. The MainStay Funds have authorized these firms (and other intermediaries that the firms may designate) to accept orders. When an authorized firm or its designee has received your order, together with the purchase price of the shares, it is considered received by the MainStay Fund and will be priced at the next computed NAV. Financial services firms may charge transaction fees or other fees and may modify other features such as minimum investment amounts, share class eligibility and exchange privileges.

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Please read their program materials for any special provisions or additional service features that may apply to investing in the MainStay Funds through these firms.

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529 Plans

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When shares of the MainStay Funds are sold to a qualified tuition program operating under Section 529 of the Internal Revenue Code, such a program may purchase Investor Class shares or Class A shares without an initial sales load.

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Other Waivers

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There are other categories of purchasers who do not pay initial sales charges on Class A shares, such as personnel of the MainStay Funds and of New York Life and its affiliates or shareholders who owned shares of the Service Class of any MainStay Fund as of December 31, 2003. These categories are described in the SAI.

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Contingent Deferred Sales Charge on Certain Investor Class and Class A Share Redemptions

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If your initial sales charge is waived, we may impose a CDSC of 1.00% if you redeem your shares within one year. The Distributor may pay a commission to dealers on such purchases from its own resources.

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For more information about these considerations, call your financial adviser or the Transfer Agent toll free at 800-MAINSTAY (624-6782), and read the information under "Purchase, Redemption, Exchanges and Repurchase—Contingent Deferred Sales Charge, Investor Class and Class A" in the SAI.

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Information on Fees

Rule 12b-1 Plans

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Each MainStay Fund (except the MainStay Money Market Funds) has adopted a distribution plan under Rule 12b-1 of the 1940 Act for certain classes of shares pursuant to which distribution and/or service (12b-1) fees are paid to the Distributor. Rule 12b-1 fees are calculated and accrued daily and paid monthly. The Investor Class, Class A and Class R2 12b-1 plans typically provide for payment for distribution and/or service activities of up to 0.25% of the average daily net assets of Investor Class, Class A or Class R2 shares, respectively. The Class B and Class C 12b-1 plans each provide for payment of 0.75% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 1.00% of the average daily net assets of Class B and C shares, respectively (0.50% for MainStay Tax Free Bond Fund). The Class R3 12b-1 plan typically provides for payment of 0.25% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 0.50% of the average daily net assets of Class R3 shares. The distribution activities portion of the fee is intended to pay the Distributor for distribution services, which include any activity or expense primarily intended to result in the sale of MainStay Fund shares. The service activities portion of the fee is paid to the Distributor for providing shareholders with personal services and maintaining shareholder accounts. The portion of the 12b-1 fee dedicated to service activities is in addition to the 0.10% of annual net assets paid from the Shareholder Services Plan, with regard to certain classes, as discussed in the section entitled "Shareholder Services Plans." The Distributor may pay all or a portion of the 12b-1 fee to your investment professional. Because 12b-1 fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than some types of sales charges.

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Shareholder Services Plans

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Each MainStay Fund that offers Class R1, Class R2 or Class R3 shares has adopted a Shareholder Services Plan with respect to those classes. Under the terms of the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares are authorized to pay to New York Life Investments, its affiliates, or independent third-party service providers, as compensation for services rendered to the shareholders of the Class R1, Class R2 or Class R3 shares, a shareholder service fee at the rate of 0.10% on an annualized basis of the average daily net assets of Class R1, Class R2 or Class R3 shares of such MainStay Fund.

Pursuant to the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares may pay for shareholder services or account maintenance services, including assistance in establishing and maintaining shareholder accounts, processing purchase and redemption orders, communicating periodically with shareholders and assisting shareholders who have questions or other needs relating to their account. Because service fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than certain types of sales charges. With respect to the Class R2 and R3 shares, these services are in addition to those services that may be provided under the Class R2 or Class R3 12b-1 plan.

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Small Account Fee

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Several of the MainStay Funds have a relatively large number of shareholders with small account balances. Small accounts adversely impact the cost of providing transfer agency services. In an effort to reduce total transfer agency expenses, the MainStay Funds have implemented a small account fee. Each shareholder with an account balance of less than $1,000 will be charged an annual per account fee of $20 (assessed semi-annually, as discussed below). The fee may be deducted directly from your account balance. This small account fee will not apply to certain types of accounts including:

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  • Class A share and Class I share accounts, retirement plan services bundled accounts and investment-only retirement accounts;

  • accounts with active AutoInvest plans where the MainStay Funds deduct directly from the client's checking or savings account;

  • New York Life Investments SIMPLE IRA Plan Accounts and SEP IRA Accounts that have been funded/established for less than 1 year;

  • certain 403(b)(7) accounts;

  • accounts serviced by unaffiliated broker/dealers or third-party administrators (other than New York Life Investments SIMPLE IRA Plan Accounts); and

  • certain Investor Class accounts where the small account balance is due solely to the conversion from Class B shares.

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This small account fee will be deducted in $10 increments on or about March 1st and September 1st of each year. For accounts with balances of less than $10, the remaining balance will be deducted and the account will be closed. The MainStay Funds may, from time to time, consider and implement additional measures to increase average shareholder account size and/or otherwise reduce the cost of transfer agency services. Please contact the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) for more information.

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Compensation to Dealers

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Financial intermediary firms and their associated financial advisers are paid in different ways for the services they provide to the MainStay Funds and shareholders. Such compensation may vary depending upon the MainStay Fund sold, the amount invested, the share class purchased, the amount of time that shares are held and/or the services provided.

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  • The Distributor pays, pursuant to a 12b-1 plan, distribution-related and other service fees to qualified dealers for providing certain shareholder services.

  • The Distributor pays sales concessions to dealers, as described in the tables under "Information on Sales Charges" above, on the purchase price of Investor Class or Class A shares sold subject to a sales charge. The Distributor retains the difference between the sales charge that you pay and the portion that is paid to dealers as a sales concession.

  • The Distributor or an affiliate, from its own resources, may pay a finder's fee or other compensation up to 1.00% of the purchase price of Investor Class or Class A shares, sold at NAV, to dealers at the time of sale.

  • The Distributor pays a sales concession of up to 4.00% on purchases of Class B shares to dealers from its own resources at the time of sale.

  • The Distributor pays a sales concession of up to 1.00% on purchases of Class C shares to dealers from its own resources at the time of sale.

  • In addition to the payments described above, the Distributor or an affiliate, from its own resources or from those of an affiliate, may pay other significant amounts to certain financial intermediary firms, including an affiliated broker/dealer, in connection with the sale of any class of MainStay Fund shares and/or shareholder or account servicing arrangements. These sales and/or servicing fee arrangements vary and may amount to payments of up to 0.30% on new sales and/or up to 0.25% annually on assets held.

  • The Distributor or an affiliate may sponsor training or informational meetings or provide other non-monetary benefits for financial intermediary firms and their associated financial advisors. The Distributor or an affiliate, from its own resources, also may reimburse financial intermediary firms in connection with their marketing activities supporting the MainStay Funds.

  • The Distributor or an affiliate may make payments to financial intermediaries that provide sub-transfer agency and other administrative services in addition to supporting distribution of the MainStay Funds. A portion of these fees may be paid from the Distributor's or its affiliate's own resources.

  • Wholesaler representatives of the Distributor visit brokerage firms on a regular basis to educate financial advisors about the MainStay Funds and to encourage the sale of the MainStay Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of a MainStay Fund, which may vary based on the type of Fund being promoted and/or which financial intermediary firm is listed on the account.

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Although the MainStay Funds may use financial firms that sell MainStay Fund shares to execute transactions for a MainStay Fund's portfolio, the MainStay Funds, New York Life Investments and any subadvisor do not consider the sale of MainStay Fund shares as a factor when choosing financial firms to effect those transactions.

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Payments made from the Distributor's or an affiliate's own resources do not increase the price or decrease the amount or value of the shares you purchase. However, if investment advisers, distributors or affiliates of mutual funds make such payments in differing amounts, financial intermediary firms and their financial advisors may have financial incentives for recommending a particular mutual fund or a particular share class of that fund over other mutual funds. For example, payments made by the Distributor or an affiliate, as described above, may be used by the financial intermediary firm to reduce or eliminate transaction charges associated with purchases of MainStay Fund shares.

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For more information regarding any of the types of compensation described above, see the SAI or consult with your financial intermediary firm or financial adviser. You should also review carefully any disclosure by your financial intermediary firm as to compensation received by that firm and/or your financial adviser.

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Buying, Selling, Converting and Exchanging Fund Shares

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How to Open Your Account

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Investor Class, Class A, B or C Shares

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Return your completed MainStay Funds application in good order with a check payable to the MainStay Funds for the amount of your investment to your financial adviser or directly to MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. Please note that if you select Class A shares on your application and you are not eligible to invest in Class A shares, we will treat your application as being in good order but will invest you in Investor Class shares of the same MainStay Fund. Similarly, if you select Investor Class shares and you are eligible to invest in Class A shares we will treat your application as being in good order but will invest you in Class A shares of the same MainStay Fund.

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Good order means all the necessary information, signatures and documentation have been fully completed.

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Class I, Class R1, Class R2 and Class R3 Shares

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If you are participating in a company savings plan, such as a 401(k) plan, profit sharing plan, defined benefit plan or other employee-directed plan, your company will provide you with the information you need to open an account and buy or sell Class I, Class R1, Class R2 or Class R3 shares of the MainStay Funds.

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If you are investing through a financial intermediary firm, the firm will assist you with opening an account.

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Special Note for MainStay Retirement Funds

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The MainStay Retirement Funds are generally sold to retirement plans and individual retirement accounts only through New York Life Retirement Plan Services and certain other financial intermediaries.

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If you are investing through a New York Life Retirement Plan Services IRA, you will be provided with account opening and investment materials.

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All Classes

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You buy shares at NAV (plus, for Investor Class and Class A shares, any applicable sales charge). NAV is generally calculated by each MainStay Fund as of the close of regular trading (usually 4:00 pm Eastern time) on the Exchange every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days when the Exchange is closed. When you buy shares, you must pay the NAV next calculated after we receive your order in good order. Alternatively, the MainStay Funds have arrangements with certain financial intermediary firms whereby purchase orders through these entities are considered received in good order when received by the financial intermediary firm together with the purchase price of the shares ordered. The order will then be priced at a MainStay Fund's NAV next computed after receipt in good order of the order by these entities. Such financial intermediary firms are responsible for timely transmitting the purchase order to the MainStay Funds.

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When you open your account, you may also want to choose certain buying and selling options, including transactions by wire. In most cases, these choices can be made later in writing, but it may be quicker and more convenient to decide on them when you open your account.

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To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the MainStay Funds, or your financial adviser on their behalf, must obtain the following information for each person who opens a new account:

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  • Name;

  • Date of birth (for individuals);

  • Residential or business street address (although post office boxes are still permitted for mailing); and

  • Social security number or taxpayer identification number.

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

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Federal law prohibits the MainStay Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

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After an account is opened, the MainStay Funds may restrict your ability to purchase additional shares until your identity is verified. The MainStay Funds also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

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Conversions Between Share Classes

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In addition to any automatic conversion features described above in this Shareholder Guide with respect to Investor Class, Class A and Class B shares, you generally may also elect to convert your shares on a voluntary basis into another share class of the same MainStay Fund for which you are eligible. However, the following limitations apply:

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  • Investor Class and Class A shares that remain subject to a CDSC are ineligible for a voluntary conversion; and

  • All Class B and Class C shares are ineligible for a voluntary conversion.

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These limitations do not impact any automatic conversion features described elsewhere in this Shareholder Guide with respect to Investor Class, Class A and Class B shares.

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An investor or an investor's financial intermediary may contact the MainStay Funds to request a voluntary conversion between share classes of the same MainStay Fund. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any sales load, fee or other charge. If you fail to remain eligible for the new share class, you may be converted automatically back to your original share class, or into another share class, if appropriate. Although the MainStay Funds expect that a conversion between share classes of the same MainStay Fund should not result in the recognition of a gain or loss for tax purposes, you should consult with your own tax adviser with respect to the tax treatment of your investment in a MainStay Fund. The MainStay Funds may change, suspend or terminate this conversion feature at any time.

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Opening Your Account - Individual Shareholders
How Details

By wire:

You or your financial adviser should call us toll-free at 800-MAINSTAY (624-6782) to obtain an account number and wiring instructions. Wire the purchase amount to:

State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds
    (DDA #99029415)

  • Attn: Custody and Shareholder Services

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

By mail:

Return your completed MainStay Funds Application with a check for the amount of your investment to:

MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your checks payable to MainStay Funds.

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s); and

  • MainStay Fund name and class of shares.

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Buying additional shares of the MainStay Funds - Individual Shareholders
How Details

By wire:

Wire the purchase amount to:
State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds (DDA #99029415)

  • Attn: Custody and Shareholder Services.

Please take note of the applicable minimum investment amounts for your Fund and share class. The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

Electronically:

Call, or have your financial adviser call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open to make an ACH purchase.

Visit us at mainstayinvestments.com

Eligible investors can purchase shares by using electronic debits from a designated bank account. Please take note of the applicable minimum investment amounts for your Fund and share class.

  • The maximum ACH purchase amount is $100,000.

  • We must have your bank information on file.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your check payable to MainStay Funds. Please take note of the applicable minimum investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

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Selling Shares - Individual Shareholders
How Details

By contacting your

financial adviser:

  • You may sell (redeem) your shares through your financial adviser or by any of the methods described below.

By phone:

To receive proceeds by check: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open.

  • Generally, after receiving your sell order by phone, we will send a check to the account owner at the owner's address of record the next business day, although it may take up to seven days to do so. Generally, we will not send checks to addresses on record for 30 days or less.

  • The maximum order we can process by phone is $100,000.

To receive proceeds by wire: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by bank wire to your bank on file the next business day, although it may take up to seven days to do so. Your bank may charge you a fee to receive the wire transfer.

  • We must have your bank account information on file.

  • There is an $11 fee for wire redemptions, except no fee applies to redemptions of Class I shares.

  • Generally, the minimum wire transfer amount is $1,000.

To receive proceeds electronically by ACH: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by ACH transfer to your designated bank account on file the next business day, although it may take up to seven days to do so.

  • We must have your bank account information on file.

  • Proceeds may take 2-3 business days to reach your bank account.

  • There is no fee from us for this transaction.

  • The maximum ACH transfer amount is $100,000.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Write a letter of instruction that includes:

  • your name(s) and signature(s);

  • your account number;

  • MainStay Fund name and class of shares; and

  • dollar amount or share amount you want to sell.

A Medallion Signature Guarantee may be required.

There is a $15 fee for Class A shares ($25 fee for Investor Class, Class B and Class C shares) for checks mailed to you via overnight service.

By internet:

Visit us at mainstayinvestments.com

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General Policies

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The following are our general policies regarding the purchase and sale of MainStay Fund shares. The MainStay Funds reserve the right to change these policies at any time. Certain retirement plans and/or financial intermediaries may adopt different policies. Consult your plan or account documents for the policies applicable to you.

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Buying Shares

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  • All investments must be in U.S. dollars with funds drawn on a U.S. bank. We generally will not accept payment in the following forms: travelers checks, personal money orders, credit card convenience checks, cash or starter checks.

  • Generally, we do not accept third-party checks, and we reserve the right to limit the number of checks processed at one time.

  • If your investment check or ACH purchase does not clear, your order will be canceled and your account will be responsible for any losses or fees a MainStay Fund incurs as a result. Your account will be charged a $20 fee for each returned check or ACH purchase. In addition, a MainStay Fund may also redeem shares to cover any losses it incurs as a result. If an AutoInvest payment is returned unpaid for two consecutive periods, the privilege will be suspended until you notify us to reinstate it.

  • A MainStay Fund may, in its discretion, reject, restrict or cancel, in whole or in part, without prior notice, any order for the purchase of shares.

  • To limit expenses, the MainStay Funds do not issue share certificates at this time.

  • To buy shares by wire the same day, we generally must receive your wired money by 4:00 pm Eastern time. To buy shares electronically, generally call before 4:00 pm Eastern time to buy shares at the current day's NAV. With respect to MainStay Principal Preservation Fund, purchase requests received in good order and payments received by wire will be priced at the next calculated NAV (1:00 pm Eastern time or 4:00 pm Eastern time).

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Selling Shares

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  • If you have share certificates, you must return them with a written redemption request.

  • Your shares will be sold at the next NAV calculated after we receive your request in good order. We will make the payment within seven days after receiving your request in good order.

  • If you buy shares by check or by ACH purchase and quickly decide to sell them, the MainStay Fund may withhold payment for up to 10 days from the date the check or ACH purchase order is received.

  • When you sell Class B or Class C shares, or Investor Class or Class A shares when applicable, the MainStay Fund will recover any applicable sales charges either by selling additional shares, if available, or by reducing your proceeds by the amount of those charges.

  • There will be no redemption during any period in which the right of redemption is suspended or date of payment is postponed because the Exchange is closed or trading on the Exchange is restricted or the SEC deems an emergency to exist. In addition, in the case of the MainStay Money Market Funds, the Board may suspend redemptions and irrevocably approve the liquidation of a MainStay Money Market Fund as permitted by applicable law.

  • Unless you decline telephone privileges on your application, you may be responsible for any fraudulent telephone order as long as we take reasonable measures to verify the order.

  • Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses, however, may be denied.

  • We require a written order to sell shares if an account has submitted a change of address during the previous 30 days, unless the proceeds of the sell order are directed to your bank account on file with us.

  • We require a written order to sell shares and a Medallion Signature Guarantee if:

    • We do not have on file required bank information to wire funds;

    • the proceeds from the sale will exceed $100,000;

    • the proceeds of the sale are to be sent to an address other than the address of record; or

    • the proceeds are to be payable to someone other than the account holder(s).

  • In the interests of all shareholders, we reserve the right to:

    • change or discontinue exchange privileges upon notice to shareholders, or temporarily suspend this privilege without notice under extraordinary circumstances;

    • change or discontinue the systematic withdrawal plan upon notice to shareholders;

    • close accounts with balances less than $250 invested in Investor Class shares or $750 invested in all other classes of shares (by redeeming all shares held and sending proceeds to the address of record); and/or

    • change the minimum investment amounts.

  • There is no fee for wire redemptions of Class I shares.

  • Call before 4:00 pm Eastern time to generally sell shares at the current day's NAV.

  • With respect to MainStay Principal Preservation Fund, you can receive redemption proceeds by wire only if your account is authorized to do so. If you call in your redemption order before 1:00 pm Eastern time you may request that your redemption proceeds be wired to you the same day. Such redemption proceeds will normally be wired on the same day, however the Fund reserves the right to refuse, cancel, limit or rescind any request to receive same day wire redemption proceeds. Please note that if you request that redemption proceeds be wired to you the same day, shares sold will not be entitled to that day's dividend, if available. Otherwise, with respect to any other redemption request, shares sold will be entitled to that day's dividend, if available.

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Additional Information

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You may receive confirmations that describe your transactions. You should review the information in the confirmation statements carefully. If you notice an error, you should call the MainStay Funds or your financial adviser immediately. If you or your financial adviser fails to notify the MainStay Funds within one year of the transaction, you may be required to bear the costs of correction.

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The policies and fees described in this Prospectus govern transactions with the MainStay Funds. If you invest through a third party—bank, broker, 401(k), financial adviser or financial supermarket—there may be transaction fees for, and you may be subject to, different investment minimums or limitations on buying or selling shares. Accordingly, the net yield to investors who purchase through financial intermediaries may be less than the net yield earned by investors who invest in a MainStay Fund directly. Consult a representative of your plan or financial institution if in doubt.

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From time to time any of the MainStay Funds may close and reopen to new investors or new share purchases at their discretion. Due to the nature of their portfolio investments, certain MainStay Funds may be more likely to close and reopen than others. If a MainStay Fund is closed, either to new investors or new share purchases, and you redeem your total investment in the MainStay Fund, your account will be closed and you will not be able to make any additional investments in the MainStay Fund. If a MainStay Fund is closed to new investors, you may not exchange shares of other MainStay Funds for shares of that MainStay Fund unless you are already a shareholder of such MainStay Fund.

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Medallion Signature Guarantees

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A Medallion Signature Guarantee helps protect against fraud. To protect your account, each MainStay Fund and the Transfer Agent from fraud, Medallion Signature Guarantees are required to enable us to verify the identity of the person who has authorized redemption proceeds to be sent to a third party or a bank not previously established on the account. Medallion Signature Guarantees are also required for redemptions of $100,000 or more from an account, and for share transfer requests. Medallion Signature Guarantees must be obtained from certain eligible financial institutions that are participants in the Securities Transfer Association Medallion Program, the Stock Exchange Medallion Program, or the New York Stock Exchange Medallion Signature Program. Eligible guarantor institutions provide Medallion Signature Guarantees that are covered by surety bonds in various amounts. It is your responsibility to ensure that the Medallion Signature Guarantee that you acquire is sufficient to cover the total value of your transaction(s). If the surety bond amount is not sufficient to cover the requested transaction(s), the Medallion Signature Guarantee will be rejected.

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Signature guarantees that are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable.

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Investing for Retirement

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You can purchase shares of most, but not all, of the MainStay Funds for retirement plans providing tax-deferred investments for individuals and institutions. You can use MainStay Funds in established plans or the Distributor may provide the required plan documents for selected plans. A plan document must be adopted for a plan to be in existence.

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Custodial services are available for IRA, Roth IRA and Coverdell Education Savings Accounts ("CESA") (previously named Education IRA) as well as SEP and SIMPLE IRA plans. Plan administration is also available for select qualified retirement plans. An investor should consult with his or her tax adviser before establishing any tax-deferred retirement plan.

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Not all MainStay Funds are available for all types of retirement plans or through all distribution channels. Please contact the MainStay Funds at 800-MAINSTAY (624-6782) for further details.

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Purchases-In-Kind

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You may purchase shares of a MainStay Fund by transferring securities to a MainStay Fund in exchange for MainStay Fund shares ("in-kind purchase"). In-kind purchases may be made only upon the MainStay Funds' approval and determination that the securities are acceptable investments for the MainStay Fund and are purchased consistent with the MainStay Fund's procedures relating to in-kind purchases.

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Redemptions-In-Kind

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The MainStay Funds reserve the right to pay certain large redemptions, either totally or partially, by a distribution-in-kind of securities (instead of cash) from the applicable MainStay Fund's portfolio, consistent with the MainStay Fund's procedures relating to in-kind redemptions and in accordance with the 1940 Act and rules and interpretations of the SEC thereunder.

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The Reinvestment Privilege May Help You Avoid Sales Charges

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When you sell shares, you have the right—for 90 days—to reinvest any or all of the money in the same account and class of shares without paying another sales charge (so long as (1) those shares haven't been reinvested once already; (2) your account is not subject to a 30-day block as described in "Excessive Purchases and Redemptions or Exchanges"; and (3) you are not reinvesting your required minimum distribution). If you paid a sales charge when you redeemed, you will receive a pro rata credit for reinvesting in the same account and class of shares.

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Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses may, however, be denied and, in some cases, sales charges may not be taken into account in computing gains or losses if the reinvestment privilege is exercised.

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Convenient, yes...but not risk-free. Telephone redemption privileges are convenient, but you give up some security. When you sign the application to buy shares, you agree that the MainStay Funds will not be liable for following phone instructions that they reasonably believe are genuine. When using the MainStay Audio Response System or the internet, you bear the risk of any loss from your errors unless we fail to use established safeguards for your protection. The following safeguards are among those currently in place at MainStay Funds:

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  • all phone calls with service representatives are recorded; and

  • written confirmation of every transaction is sent to your address of record.

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We reserve the right to suspend the MainStay Audio Response System and internet site at any time or if the systems become inoperable due to technical problems.

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MainStay Money Market Fund Check Writing

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You can sell shares of MainStay Money Market Fund by writing checks for an amount that meets or exceeds the pre-set minimum stated on your check. You need to complete special forms to set up check writing privileges. You cannot close your account by writing a check. This option is not available for IRAs, CESAs, 403(b)(7)s or qualified retirement plans.

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Shareholder Services

Automatic Services

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Buying or selling shares automatically is easy with the services described below. You select your schedule and amount, subject to certain restrictions. You can set up most of these services on your application, by accessing your shareholder account on the internet at mainstayinvestments.com, by contacting your financial adviser for instructions, or by calling us toll-free at 800-MAINSTAY (624-6782) for a form.

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Systematic Investing—Individual Shareholders Only

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MainStay offers four automatic investment plans:

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  1. AutoInvest
    If you obtain authorization from your bank, you can automatically debit your designated bank account to:

    • make regularly scheduled investments; and/or

    • purchase shares whenever you choose.

  2. Dividend or Capital Gains Reinvestment
    Automatically reinvest dividends, distributions or capital gains from one MainStay Fund into the same MainStay Fund or the same class of any other MainStay Fund. Accounts established with dividend or capital gains reinvestment must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class.

  3. Payroll Deductions
    If your employer offers this option, you can make automatic investments through payroll deduction.

  4. Systematic Exchange
    Exchanges must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. Automatically reinvest a share or dollar amount from one MainStay Fund into any other MainStay Fund. Accounts established with a systematic exchange must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class. Please see "Exchanging Shares Among MainStay Funds" for more information.

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Systematic Withdrawal Plan—Individual Shareholders Only

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Withdrawals must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. The above minimums are waived for IRA and 403(b)(7) accounts where the systematic withdrawal represents required minimum distributions.

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The MainStay Funds will not knowingly permit systematic withdrawals if, at the same time, you are making periodic investments.

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Exchanging Shares Among MainStay Funds

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You exchange shares when you sell all or a portion of shares in one MainStay Fund and use the proceeds to purchase shares of the same class of another MainStay Fund at NAV. Investment minimums and eligibility requirements apply to exchanges. Please note that certain MainStay Funds have higher investment minimums. An exchange of shares of one MainStay Fund for shares of another MainStay Fund will be treated as a sale of shares of the first MainStay Fund and as a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxes. You may make exchanges from one MainStay Fund to another by phone. There is also a systematic exchange program that allows you to make regularly scheduled, systematic exchanges from one MainStay Fund to the same class of another MainStay Fund. When you redeem exchanged shares without a corresponding purchase of another MainStay Fund, you may have to pay any applicable contingent deferred sales charge. If you choose to sell Class B or Class C shares and then separately buy Investor Class or Class A shares, you may have to pay a deferred sales charge on the Class B or Class C shares, as well as pay an initial sales charge on the purchase of Investor Class or Class A shares.

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You also may exchange shares of a MainStay Fund for shares of an identical class, if offered, of any series of certain other open-end investment companies sponsored, advised or administered by New York Life Investments or any affiliate thereof, some of which are offered in this Prospectus and some of which are offered in separate prospectuses, including:

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  • MainStay 130/30 Core Fund

  • MainStay 130/30 Growth Fund

  • MainStay 130/30 International Fund

  • MainStay Balanced Fund

  • MainStay Cash Reserves Fund

  • MainStay Common Stock Fund

  • MainStay Conservative Allocation Fund

  • MainStay Convertible Fund

  • MainStay Epoch Global Choice Fund

  • MainStay Epoch Global Equity Yield Fund

  • MainStay Epoch International Small Cap Fund

  • MainStay Epoch U.S. All Cap Fund

  • MainStay Epoch U.S. Equity Fund

  • MainStay Flexible Bond Opportunities Fund

  • MainStay Floating Rate Fund

  • MainStay Global High Income Fund

  • MainStay Government Fund

  • MainStay Growth Allocation Fund

  • MainStay Growth Equity Fund

  • MainStay High Yield Corporate Bond Fund

  • MainStay High Yield Municipal Bond Fund

  • MainStay High Yield Opportunities Fund

  • MainStay ICAP Equity Fund

  • MainStay ICAP Global Fund

  • MainStay ICAP International Fund

  • MainStay ICAP Select Equity Fund

  • MainStay Income Builder Fund

  • MainStay Indexed Bond Fund

  • MainStay Intermediate Term Bond Fund

  • MainStay International Equity Fund

  • MainStay Large Cap Growth Fund

  • MainStay MAP Fund

  • MainStay Moderate Allocation Fund

  • MainStay Moderate Growth Allocation Fund

  • MainStay Money Market Fund

  • MainStay Principal Preservation 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 Tax Free Bond Fund

  • MainStay U.S. Small Cap Fund

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You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new investors unless you are already a shareholder of that MainStay Fund. You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new share purchases or not offered for sale in your state.

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Selling and exchanging shares may result in a gain or loss and therefore may be subject to taxes. Consult your tax adviser on the consequences.

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Before making an exchange request, read the prospectus of the MainStay Fund you wish to purchase by exchange. You can obtain a prospectus for any MainStay Fund by contacting your broker, financial adviser or other financial institution, by visiting mainstayinvestments.com or by calling the MainStay Funds at 800-MAINSTAY (624-6782).

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The exchange privilege is not intended as a vehicle for short term trading, nor are the MainStay Funds designed for professional market timing organizations or other entities or individuals that use programmed frequent exchanges in response to market fluctuations. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders (see "Excessive Purchases and Redemptions or Exchanges").

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The MainStay Funds reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange consistent with the requirements of the 1940 Act and rules and interpretations of the SEC thereunder.

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In certain circumstances you may have to pay a sales charge.

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In addition, if you exchange Class B or Class C shares of a MainStay Fund into Class B or Class C shares of the MainStay Money Market Fund or you exchange Investor Class shares or Class A shares of a MainStay Fund subject to the 1.00% CDSC into Investor Class shares or Class A shares of the MainStay Money Market Fund, the holding period for purposes of determining the CDSC stops until you exchange back into Investor Class, Class A, Class B or Class C shares, as applicable, of another MainStay Fund. The holding period for purposes of determining conversion of Class B shares into Investor Class or Class A shares also stops until you exchange back into Class B shares of another non-money market MainStay Fund.

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Certain clients of NYLIFE Securities LLC who purchased more than $50,000 of Class B shares of the MainStay Funds between January 1, 2003 and June 27, 2007 have the right to convert their Class B shares for Class A shares of the same MainStay Fund at the NAV next computed and without imposition of a contingent deferred sales charge.

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Daily Dividend Fund Exchanges

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If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares of the same class in another MainStay Fund, any dividends that have been declared but not yet distributed will be credited to the new MainStay Fund account. If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares in more than one MainStay Fund, undistributed dividends will be credited to each of the new MainStay Funds according to the number of exchanged shares in each MainStay Fund.

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We try to make investing easy by offering a variety of programs to buy, sell and exchange MainStay Fund shares. These programs make it convenient to add to your investment and easy to access your money when you need it.

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Excessive Purchases and Redemptions or Exchanges

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The MainStay Funds are not intended to be used as a vehicle for excessive or short-term trading (such as market timing). The interests of a MainStay Fund's shareholders and the MainStay Fund's ability to manage its investments may be adversely affected by excessive purchases and redemptions or exchanges of MainStay Fund shares over the short term. When large dollar amounts are involved, excessive trading may disrupt efficient implementation of a MainStay Fund's investment strategies or negatively impact MainStay Fund performance. For example, the Manager or a MainStay Fund's subadvisor might have to maintain more of a MainStay Fund's assets in cash or sell portfolio securities at inopportune times to meet unanticipated redemptions. By realizing profits through short-term trading, shareholders that engage in excessive purchases and redemptions or exchanges of MainStay Fund shares may dilute the value of shares held by long-term shareholders. MainStay Funds investing in securities that are thinly traded, trade infrequently or are relatively illiquid (such as foreign securities, high-yield securities and small-cap securities) may attract investors seeking to profit from short-term trading strategies that exploit the special valuation issues applicable to these types of holdings to a greater degree than other types of funds, and thus, may be more vulnerable to the risks associated with such activity. For MainStay Funds that invest in foreign investments, securities may be listed on foreign exchanges that trade on days when the MainStay Fund does not calculate NAV, and as a result the market value of the MainStay Fund's investments may change on days when you cannot purchase or redeem MainStay Fund shares. Furthermore, foreign securities traded on foreign exchanges present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the foreign exchange but prior to the close of the Exchange. Accordingly, the Board has adopted and implemented policies and procedures designed to discourage, detect and prevent frequent purchases and redemptions or exchanges of MainStay Fund shares in order to protect long-term MainStay Fund shareholders. These policies are discussed more fully below. There is the risk that the MainStay Funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. A MainStay Fund may change its policies or procedures at any time without prior notice to shareholders.

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The MainStay Funds reserve the right to restrict, reject or cancel, without prior notice, any purchase or exchange order for any reason, including any purchase or exchange order accepted by any investor's financial intermediary firm. Any such rejection or cancellation of an order placed through a financial intermediary will occur, under normal circumstances, within one business day of the financial intermediary transmitting the order to the MainStay Funds. In addition, the MainStay Funds reserve the right to reject, limit, or impose other conditions (that are more restrictive than those otherwise stated in the Prospectuses) on purchases or exchanges or to close or otherwise limit accounts based on a history of frequent purchases and redemptions of MainStay Fund shares that could adversely affect a MainStay Fund or its operations, including those from any individual or group who, in the MainStay Funds' judgment, is likely to harm MainStay Fund shareholders. Pursuant to the MainStay Funds' policies and procedures, a MainStay Fund may permit short-term purchases or exchanges that it believes, in the exercise of its judgment, are not disruptive or harmful to the MainStay Fund's long-term shareholders. For example, transactions conducted through systematic investment or withdrawal plans and trades within a MainStay Money Market Fund are not subject to the surveillance procedures. Exceptions are subject to the advance approval by the MainStay Funds' Chief Compliance Officer, among others, and are subject to Board oversight. Apart from trading permitted or exceptions granted in accordance with the MainStay Funds' policies and procedures, no MainStay Fund accommodates, nor has any arrangement to permit, frequent purchases and redemptions of MainStay Fund shares.

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The MainStay Funds, through New York Life Investments and the Distributor, maintain surveillance procedures to detect excessive or short-term trading in MainStay Fund shares. As part of this surveillance process, the MainStay Funds examine transactions in MainStay Fund shares that exceed certain monetary thresholds or numerical limits within a specified period of time. The MainStay Funds also may consider the history of trading activity in all accounts known to be under common ownership, control or influence. To the extent identified under these surveillance procedures, a MainStay Fund will place a "block" on any account if, during any 30-day period, there is (1) a purchase or exchange into the account following a redemption or exchange from such account or (2) a redemption or exchange from the account following a purchase or exchange into such account. An account that is blocked will not be permitted to place future purchase or exchange requests for an additional 30-day period in that MainStay Fund. The MainStay Funds may modify their surveillance procedures and criteria from time to time without prior notice, as necessary or appropriate to improve the detection of excessive or short-term trading or to address specific circumstances. In certain instances when deemed appropriate, the MainStay Funds may rely on a financial intermediary to apply its market timing procedures to an omnibus account. In certain cases, these procedures may be less restrictive than the MainStay Funds' procedures. Routine allocation and rebalancing activities made by certain asset allocation programs, funds-of-funds, or other collective investment strategies may not be subject to the surveillance procedures if the manager of such strategies represents to the satisfaction of the MainStay Funds' Chief Compliance Officer that such investment programs and strategies are consistent with the MainStay Funds' objective of avoiding disruption due to market timing.

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In addition to these measures, the MainStay Funds may from time to time impose a redemption fee on redemptions or exchanges of MainStay Fund shares made within a certain period of time in order to deter excessive or short-term trading and to offset certain costs associated with such trading.

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While the MainStay Funds discourage excessive or short-term trading, there is no assurance that the MainStay Funds or their procedures will be able to effectively detect such activity or participants engaging in such activity, or, if it is detected, to prevent its recurrence. The MainStay Funds' ability to reasonably detect all such trading may be limited, for example, where the MainStay Funds must rely on the cooperation of and/or information provided by financial intermediaries or retirement plans or where the costs of surveillance on certain trading exceeds the anticipated benefit of such surveillance to MainStay Fund shareholders.

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Fair Valuation and Portfolio Holdings Disclosure

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Determining the MainStay Funds' Share Prices and the Valuation of Securities

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Each MainStay Fund generally calculates its NAV at the close of regular trading on the Exchange (usually 4:00 pm Eastern time) every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days on which the Exchange is closed. The NAV per share for a class of shares is determined by dividing the value of the net assets attributable to that class by the number of shares of that class outstanding on that day.

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The value of a MainStay Fund's other investments is generally based (in whole or in part) on current market prices (amortized cost, in the case of MainStay Money Market Funds). If current market values of the MainStay Funds' investments are not available or, in the judgment of New York Life Investments, do not accurately reflect the fair value of a security, the security will be valued by another method that the Board believes in good faith accurately reflects fair value. Changes in the value of a MainStay Fund's portfolio securities after the close of trading on the principal markets in which the portfolio securities trade will not be reflected in the calculation of NAV unless New York Life Investments, in consultation with the subadvisor (if applicable), deems a particular event could materially affect the NAV. In this case, an adjustment in the valuation of the securities may be made in accordance with procedures adopted by the Board. A MainStay Fund may invest in portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the MainStay Fund does not price its shares. The NAV of a MainStay Fund's shares may change on days when shareholders will not be able to purchase or redeem shares.

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With respect to any portion of a MainStay Fund's assets invested in one or more Underlying Funds, the MainStay Fund's NAV is calculated based upon the NAVs of those Underlying Funds.

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The Board has adopted valuation procedures for the MainStay Funds and has delegated day-to-day responsibility for fair value determinations to the MainStay Funds' Valuation Committee. Determinations of the Valuation Committee are subject to review and ratification by the Board at its next regularly scheduled meeting after the fair valuations are determined. Fair value determinations may be based upon developments related to a specific security or events affecting securities markets. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

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The MainStay Funds expect to use fair value pricing for securities actively traded on U.S. exchanges only under very limited circumstances. The MainStay Funds may use fair value pricing more frequently for foreign securities. Where foreign securities markets close earlier than U.S. markets, the value of the securities may be affected by significant events or volatility in the U.S. markets occurring after the close of those foreign securities markets. To account for this, certain MainStay Funds, notably the MainStay International Equity Funds, have fair valuation procedures which include a procedure whereby foreign securities may be valued based on third-party vendor modeling tools to the extent available.

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Portfolio Holdings Information

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A description of the MainStay Funds' policies and procedures with respect to the disclosure of each of the MainStay Funds' portfolio securities holdings is available in the SAI. Generally, a complete schedule of each of the MainStay Funds' portfolio holdings will be made public on the MainStay Funds' website at mainstayinvestments.com no earlier than 30 days after month-end, except as noted below. You may also obtain this information by calling toll-free 800-MAINSTAY (624-6782) .

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The MainStay Money Market Funds will post on the MainStay Funds' website their complete schedules of portfolio holdings as of the last business day of the prior month, no later than the fifth business day following month-end. The MainStay Money Market Funds' postings will remain on the MainStay Funds' website for a period of at least six months after posting. Also, in the case of the MainStay Money Market Funds, certain portfolio information will be provided in monthly holdings reports to the SEC on Form N-MFP. Form N-MFP will be made available to the public by the SEC 60 days after the end of the month to which the information pertains, and a link to each of the most recent 12 months of filings on Form N-MFP will be provided on the MainStay Funds' website.

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MainStay High Yield Corporate Bond Fund will not post its portfolio holdings monthly, but rather will post its complete schedule of portfolio holdings on the MainStay Funds' website as of the last day of each calendar quarter, no earlier than 60 days after the end of the reported quarter. Such disclosure will remain accessible on the website until the posting of the following quarter-end information.

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The portfolio holdings for MainStay Funds subadvised by Institutional Capital LLC will be made available as of the last day of each calendar month no earlier than 15 days after the end of the reported month.

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In addition, each MainStay Fund's ten largest holdings, as reported on a quarter-end basis, will be made public no earlier than 15 days after the end of each calendar quarter. The MainStay Funds' quarterly top ten holdings information is also provided in the Annual Reports and Semi-Annual Reports and in the quarterly holdings report to the SEC on Form N-Q.

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Fund Earnings

Dividends and Interest

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Most funds earn either dividends from stocks, interest from bonds and other securities, or both. A mutual fund, however, always pays this income to you as "dividends." The dividends paid by each MainStay Fund will vary based on the income from its investments and the expenses incurred by the MainStay Fund.

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We reserve the right to automatically reinvest dividend distributions of less than $10.00.

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Dividends and Distributions

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Each MainStay Fund intends to distribute substantially all of its net investment income and capital gains to shareholders at least once a year to the extent that dividends and/or capital gains are available for distribution. The MainStay Funds declare and pay dividends as set forth below:

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Dividends are normally paid on the last business day of the month after a dividend is declared. However, for administrative reasons, dividends that are to be paid at the end of a calendar quarter may be paid prior to the last day of the month after a dividend is declared.

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You generally begin earning dividends the next business day after we receive your purchase request in good order. When buying shares of MainStay Principal Preservation Fund, you begin earning dividends the same day, if available, only if your purchase request is received in good order and payment is received by wire prior to 1:00 pm Eastern time.

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Buy after the dividend payment. Avoid buying shares shortly before a dividend payment. Part of your investment may be returned in the form of a dividend, which may be taxable.

Capital Gains

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The MainStay Funds earn capital gains when they sell securities at a profit.

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When the Funds Pay Capital Gains

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The MainStay Funds will normally declare and distribute any capital gains to shareholders annually, typically in December.

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How to Take Your Earnings

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You may receive your portion of MainStay Fund earnings in one of seven ways. You can make your choice at the time of application, and change it as often as you like by notifying your financial adviser (if permitted) or us directly. The seven choices are:

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  1. Reinvest dividends and capital gains in:

    • the same MainStay Fund; or

    • another MainStay Fund of your choice (other than a MainStay Fund that is closed, either to new investors or to new share purchases).

  2. Take the dividends in cash and reinvest the capital gains in the same MainStay Fund.

  3. Take the capital gains in cash and reinvest the dividends in the same MainStay Fund.

  4. Take a percentage of dividends or capital gains in cash and reinvest the remainder in the same MainStay Fund.

  5. Take dividends and capital gains in cash.

  6. Reinvest all or a percentage of the capital gains in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the dividends in the original MainStay Fund.

  7. Reinvest all or a percentage of the dividends in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the capital gains in the original MainStay Fund.

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If you do not make one of these choices on your application, your earnings will be automatically reinvested in the same class of shares of the same MainStay Fund.

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If you prefer to reinvest dividends and/or capital gains in another MainStay Fund, you must first establish an account in that class of shares of the MainStay Fund. There is no sales charge on shares purchased through the automatic reinvestment of dividends or capital gains.

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Understand the Tax Consequences

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MainStay Equity Funds, MainStay Income Funds and MainStay Blended Funds (Except MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund)

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Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable law. If you are not a tax-exempt shareholder virtually all of the dividends and capital gains distributions you receive from the MainStay Funds are taxable, whether you take them as cash or automatically reinvest them. A MainStay Fund's realized earnings are taxed based on the length of time a MainStay Fund holds its investments, regardless of how long you hold MainStay Fund shares. Generally, if a MainStay Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains; income generated on debt investments, dividend income and other sources are generally taxed as ordinary income upon distribution. The current long-term capital gains maximum tax rate of 15% is scheduled to increase to 20% after 2012. Earnings of a MainStay Equity Fund, if any, will generally be a result of capital gains that may be taxed as either long-term capital gains or short-term capital gains (taxed as ordinary income). Earnings generated by interest received on fixed-income securities (particularly earnings generated by a MainStay Income Fund) generally will be a result of income generated on debt investments and will be taxable as ordinary income.

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For individual shareholders, a portion of the dividends received from the MainStay Equity Funds, MainStay Blended Funds and/or the MainStay Global High Income Fund may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that such MainStay Funds receive qualified dividend income from domestic corporations and certain qualified foreign corporations and that certain holding period and other requirements are met. The shareholder must also generally satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distribution. For corporate shareholders, a portion of the dividends received from the MainStay Funds may qualify for the corporate dividends received deductions. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

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Since many of the stocks in which the MainStay Equity Funds and MainStay Blended Funds invest do not pay significant dividends, it is not likely that a substantial portion of the distributions by such MainStay Funds will qualify for the 15% maximum rate or the corporate dividends received deduction. It is also not expected that any portion of the distributions by the MainStay Income Funds will qualify for the 15% rate.

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MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund

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The MainStay High Yield Municipal Bond and MainStay Tax Free Bond Funds' distributions to shareholders are generally expected to be tax-exempt. A portion of the distributions may be subject to the Alternative Minimum Tax. In addition, these MainStay Funds may also derive taxable income and/or capital gains, and distributions to shareholders of any such taxable income or capital gains would generaly be taxable whether you take them as cash or automatically reinvest them. These MainStay Funds' realized earnings, if any, from capital gains are taxed based on the length of time such MainStay Fund holds investments, regardless of how long you hold MainStay Fund shares. If the MainStay High Yield Municipal Bond Fund or MainStay Tax Free Bond Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains and taxable income generated on debt investments and other sources are generally taxed as ordinary income upon distribution.

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"Tax-Free" Rarely Means "Totally Tax-Free"

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  • A tax-free fund may earn taxable income—in other words, you may have taxable income even from a generally tax-free fund.

  • Tax-exempt dividends may still be subject to state and local taxes.

  • Any time you sell shares—even shares of a tax-free fund—you will be subject to tax on any gain (the rise in the share price above the price at which you purchased the shares).

  • If you sell shares of a tax-free fund at a loss after receiving a tax-exempt dividend, and you have held the shares for six months or less, then you may not be allowed to claim a loss on the sale.

  • If you sell shares in a tax-free fund before you become entitled to receive tax-exempt interest as a dividend, the amount that would have been treated as a tax-free dividend will instead be treated as a taxable part of the sales proceeds.

  • Some tax-exempt income may be subject to the alternative minimum tax.

  • Capital gains declared in a tax-free fund are not tax-free.

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MainStay Retirement Funds and MainStay Asset Allocation Funds

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Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable tax law. If you are not a tax-exempt shareholder, virtually all of the dividends and capital gains distributions you receive from the MainStay Asset Allocation and MainStay Retirement Funds are taxable, whether you take them as cash or automatically reinvest them. These MainStay Funds can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of the long-term capital gains of either the MainStay Asset Allocation, MainStay Retirement Funds or Underlying Funds will generally be taxed as long-term capital gains. The current long-term capital gains maximum rate of 15% is scheduled to increase to 20% after 2012. Other distributions, including short-term capital gains, will be taxed as ordinary income. The structure of these MainStay Funds and the reallocation of investments among Underlying Funds could affect the amount, timing and character of distributions.

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For individual shareholders, a portion of the dividends received from the MainStay Asset Allocation Funds and MainStay Retirement Funds may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that the Underlying Funds receive qualified dividend income from domestic corporations and certified foreign corporations and that certain holding periods and other requirements are met. The shareholder must also satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distributions. Since many of the stocks in which the Underlying Funds invest do no pay significant dividends, it is not likely that a substantial portion of the distributions by the MainStay Asset Allocation Funds and MainStay Retirement Funds will qualify for the 15% maximum rate. For corporate shareholders, a portion of the dividends received from these MainStay Funds may qualify for the corporate dividends received deduction. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

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Tax Reporting and Withholding (All MainStay Funds)

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We will mail your tax report each year by January 31. This report will tell you which dividends and redemption proceeds should be treated as taxable ordinary income, which, if any, as tax-exempt income, and which, if any, as long term capital gains.

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The MainStay Funds may be required to withhold U.S. Federal income tax, currently at the rate of 28% (scheduled to increase to 31% after 2012), of all taxable distributions payable to you if you fail to provide the MainStay Funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Such withholding is not an additional tax and any amounts withheld may be credited against your U.S. Federal income tax liability.

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Non-U.S. shareholders will generally be subject to U.S. tax withholding at the rate of 30% (or a lower rate under a tax treaty if applicable) on distributions by the MainStay Funds.

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Return of Capital (All MainStay Funds)

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If a MainStay Fund's distributions exceed its income and capital gains realized in any year, such excess distributions will constitute a return of capital for federal income tax purposes. A return of capital generally will not be taxable to you at the time of the distribution, but will reduce the cost basis of your shares and result in a higher reported capital gain or a lower reported capital loss when you sell shares.

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However, if a MainStay Fund has available capital loss carryforwards to offset its capital gains realized in any year, and its distributions exceed its income alone, all or a portion of the excess distributions may not be treated, for tax purposes, as a return of capital, and would be taxable to shareholders as ordinary income.

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Tax Treatment of Exchanges (All MainStay Funds)

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An exchange of shares of one MainStay Fund for shares of another will be treated as a sale of shares of the first MainStay Fund and a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxation if you are not a tax-exempt shareholder.

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Seek professional assistance. Your financial adviser can help you keep your investment goals coordinated with your tax considerations. However, regarding tax advice, always rely on your tax adviser. For additional information on federal, state and local taxation, see the SAI.

Do not overlook sales charges. The amount you pay in sales charges reduces gains and increases losses for tax purposes.

Know With Whom You Are Investing

Who Runs the Funds' Day-to-Day Business?

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The Board of the Funds oversees the actions of the Manager, the Subadvisors and the Distributor and decides on general policies governing the operations of the Funds. The Board also oversees the Funds' officers, who conduct and supervise the daily business of the Funds.

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New York Life Investments is located at 51 Madison Avenue, New York, New York 10010. In conformity with the stated policies of the Funds, New York Life Investments administers each Fund's business affairs and manages the investment operations of each Fund and the composition of the portfolio of each Fund, subject to the supervision of the Board. New York Life Investments, a Delaware limited liability company, commenced operations in April 2000 and is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2010, New York Life Investments and its affiliates managed approximately $282.9 billion in assets.

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The Manager provides office space, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required for the Funds. The Manager has delegated its portfolio management responsibilities for certain of the Funds to the Subadvisors and is responsible for supervising the Subadvisors in the execution of their responsibilities.

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The Manager also pays the salaries and expenses of all personnel affiliated with the Funds, except for the independent members of the Board, and all operational expenses that are not the responsibility of the Funds, including the fees paid to the Subadvisors. Pursuant to a management agreement with each Fund, the Manager is entitled to receive fees from each Fund, accrued daily and payable monthly.

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For the fiscal year ended October 31, 2010, the Funds paid the Manager an effective management fee for services performed as a percentage of the average daily net assets of each Fund as follows:

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Effective rate paid for the year ended
October 31, 2010
MainStay 130/30 Core Fund 1.00%
MainStay 130/30 Growth Fund 1.00%
MainStay 130/30 International Fund 1.10%
MainStay Common Stock Fund 0.57%
MainStay Epoch Global Choice Fund 1.00%
MainStay Epoch Global Equity Yield Fund 0.70%
MainStay Epoch International Small Cap Fund 1.10%
MainStay Epoch U.S. All Cap Fund 0.85%
MainStay Epoch U.S. Equity Fund 0.80%
MainStay Growth Equity Fund 0.70%
MainStay ICAP Equity Fund 0.80%
MainStay ICAP Global Fund 0.80%
MainStay ICAP International Fund 0.80%
MainStay ICAP Select Equity Fund 0.80%
MainStay International Equity Fund 0.90%
MainStay Large Cap Growth Fund 0.67%
MainStay MAP Fund 0.75%
MainStay S&P 500 Index Fund 0.24%
MainStay U.S. Small Cap Fund 0.85%
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For information regarding the basis of the Board's approval of the management agreement and subadvisory agreement for each Fund, please refer to each Fund's Annual Report to shareholders for the fiscal year ended October 31, 2010.

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The Manager is not responsible for records maintained by the Funds' Subadvisors, custodian, transfer agent or dividend disbursing agent except to the extent expressly provided in the management agreement between the Manager and the Fund.

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Pursuant to an agreement with New York Life Investments, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900 ("State Street") provides sub-administration and sub-accounting services for the Funds. These services include, among other things, calculating daily NAVs of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

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Additional Information Regarding Fee Waivers

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Voluntary

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Except as otherwise stated, each voluntary waiver or reimbursement discussed below may be discontinued at any time.

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New York Life Investments has agreed to voluntarily waive or reimburse the expenses of the appropriate class of certain MainStay Funds so that the Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase and sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the percentages of average daily net assets set forth below.

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MainStay 130/30 Core Fund: Investor Class, 1.60%; and Class C, 2.35%

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MainStay 130/30 Growth Fund: Investor Class, 1.60%; and Class C, 2.35%

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MainStay 130/30 International Fund: Investor Class, 1.70%; and Class C, 2.45%

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MainStay Common Stock Fund: Investor Class, 1.85%; Class B, 2.60%; and Class C, 2.60%

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MainStay International Equity Fund: Investor Class, 1.85%; Class B, 2.60%; and Class C, 2.60%

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MainStay ICAP Equity Fund: Investor Class, 1.85%; Class C, 2.60%; and Class R1, 0.99%

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MainStay ICAP International Fund: Class R1, 1.05%

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MainStay Large Cap Growth Fund: Class R1, 0.95%

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MainStay S&P 500 Index Fund: Investor Class, 0.70%

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MainStay U.S. Small Cap Fund: Investor Class, 1.70%; Class B, 2.45%; and Class C, 2.45%

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New York Life Investments has agreed to voluntarily waive a portion of its management fee for MainStay Large Cap Growth Fund so that it does not exceed the following percentages of average daily net assets: 0.720% on assets up to $500 million; 0.700% on assets from $500 million to $2 billion; 0.650% on assets from $2 billion to $3 billion; and 0.600% on assets from $3 billion to $7 billion; and 0.575% on assets over $7 billion.

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Prior to the effective date of their current voluntary expense waiver/reimbursement arrangements, certain MainStay Funds had different arrangements in place.

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Who Manages Your Money?

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New York Life Investments serves as Manager of the Funds.

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Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisers to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of subadvisors to the Funds. The Manager and the Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of a Fund and subject to the approval of the Board, including a majority of the Independent Trustees, to hire or terminate unaffiliated subadvisors and to modify any existing or future subadvisory agreement with unaffiliated subadvisors without shareholder approval. This authority is subject to certain conditions. Each Fund will notify shareholders and provide them with certain information required by the Order within 90 days of hiring a new subadvisor. Please see the SAI for more information on the Order.

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The shareholders of the following Funds that are series of The MainStay Funds have approved the use of this Order: MainStay Common Stock Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund, and MainStay MAP Fund.

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The shareholders of the the following Funds that are series of MainStay Funds Trust have also approved the use of this Order: MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. Equity Fund, MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, and MainStay 130/30 International Fund.

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The following Funds that are series of MainStay Funds Trust may not rely on this Order without first obtaining shareholder approval: MainStay Epoch U.S. All Cap Fund, MainStay Growth Equity Fund, MainStay S&P 500 Index Fund, and MainStay U.S. Small Cap Fund.

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Under the supervision of the Manager, the Subadvisors listed below are responsible for making the specific decisions about buying, selling and holding securities; selecting brokers and brokerage firms to trade for them; maintaining accurate records; and, if possible, negotiating favorable commissions and fees with the brokers and brokerage firms for all the Funds they oversee. For these services, each Subadvisor is paid a monthly fee by the Manager out of its management fee, not the Funds. (See the SAI for a breakdown of fees.)

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Epoch Investment Partners, Inc. ("Epoch") is located at 640 Fifth Avenue, New York, New York 10019. Epoch is a wholly-owned subsidiary of Epoch Holding Corporation, a public company, was incorporated in April 2004 as a Delaware corporation and is an independent investment advisory firm. As of December 31, 2010, Epoch managed approximately $14.3 billion in assets.

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Institutional Capital LLC ("ICAP") is located at 225 West Wacker Drive, Suite 2400 Chicago, Illinois 60606. ICAP has been an investment adviser since 1970. As of December 31, 2010, ICAP managed approximately $17 billion in assets for institutional and retail clients with a focus on domestic and foreign large cap value equity investments. ICAP is an indirect, wholly-owned subsidiary of New York Life.

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MacKay Shields LLC ("MacKay Shields") is located at 9 West 57th Street, New York, New York 10019. MacKay Shields was incorporated in 1969 as an independent investment advisory firm and was privately held until 1984 when it became a wholly-owned but autonomously managed subsidiary of New York Life. As of December 31, 2010, MacKay Shields managed approximately $54.3 billion in assets.

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Madison Square Investors LLC ("Madison Square Investors") is located at 1180 Avenue of the Americas, New York, New York 10036. Madison Square Investors was established in 2009 as an independent investment adviser and previously operated as an investment division of New York Life Investments. Madison Square Investors is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2010, Madison Square Investors managed approximately $11.4 billion in assets.

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Markston International LLC ("Markston") is located at 50 Main Street, White Plains, New York 10606. Markston was established in 1981 as Markston Investment Management, and was reorganized in 1999. As of December 31, 2010, Markston managed approximately $1.2 billion in assets.

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Winslow Capital Management, Inc. ("Winslow Capital") is located at 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402. Winslow Capital has been an investment adviser since 1992, and was privately held until December 2008 when it became a wholly-owned subsidiary of Nuveen Investments, Inc. As of December 31, 2010, Winslow Capital managed approximately $17 billion in assets.

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Portfolio Manager Biographies:

The following section provides biographical information about each of the Fund's portfolio managers and certain other investment personnel. Additional information regarding the portfolio managers' compensation, other accounts managed by these portfolio managers and their ownership of shares of the Funds each manages is available in the SAI.

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Emily Baker Ms. Baker has managed the MainStay Epoch International Small Cap Fund since 2009. Ms. Baker joined Epoch in 2007, where she is Managing Director and Senior Analyst, and a key member of both the Non-U.S. and Global investment teams. Prior to joining Epoch, Ms. Baker was a partner with Level Global from 2006 to 2007, a $2 billion hedge fund. Prior to that, she was with Artisan Partners from 2003 to 2006 where she was a key member of the $2.5 billion International Small Cap portfolio team as well as the larger EAFE portfolio team. She holds a BA in Economics and MBA in Finance from Vanderbilt University.
Lee Baker Mr. Baker has managed the MainStay S&P 500 Index Fund since 2008. He is a Director at Madison Square Investors and is responsible for enhancing the algorithmic trading process for the portfolio management teams. Prior to joining New York Life Investments' Equity Investors Group, Madison Square Investors' predecessor, in 2005, he held positions at Schwab Soundview Capital Markets and Stuart Frankel as a trader on the electronic and program trading desks. He has over ten years of experience in the industry. Mr. Baker received his BA in Economics from Occidental College.
Rupal J. Bhansali Ms. Bhansali joined MacKay Shields in 2001 and is a Senior Managing Director. She assumed responsibilities as Portfolio Manager for the MainStay International Equity Fund in 2001. She has over 20 years of experience in the industry. Ms. Bhansali received her MBA in finance from the University of Rochester and a master's degree in finance from the University of Bombay.
Eric Citerne, CFA Mr. Citerne has managed the MainStay Epoch International Small Cap Fund since February 2011. Mr. Citerne joined Epoch in 2008, where he is a Managing Director, Portfolio Manager and Senior Analyst. Prior to that, he held a position at Evergreen Investment Management from 2004 to 2008 where he served as Vice President, Director and Senior Analyst, responsible for the investment of their international small cap and mid cap services. Mr. Citerne holds a BBA from University of Texas at Austin as well as an MBA from Southern Methodist University in Dallas. He is a Chartered Financial Analyst ("CFA") charterholder and Certified Public Accountant ("CPA").
Harvey J. Fram, CFA Mr. Fram has managed the MainStay Common Stock Fund since 2004 and MainStay 130/30 Core Fund since 2007. Mr. Fram is currently a Managing Director at Madison Square Investors and is responsible for the management of quantitative equity portfolios. Mr. Fram was awarded his CFA designation in 1999 and has an MBA from the Wharton School at the University of Pennsylvania.
Justin H. Kelly, CFA Mr. Kelly is a Senior Managing Director and portfolio manager/analyst of Winslow Capital and has been with the firm since 1999. Mr. Kelly has been part of the Investment Management Team for the MainStay Large Cap Growth Fund since 2005. Mr. Kelly graduated Summa Cum Laude from Babson College in 1993 with a BS in Finance/Investments. He is also a CFA charterholder.
Migene Kim, CFA Ms. Kim is a Director at Madison Square Investors and has been a part of the portfolio management team for the MainStay Common Stock Fund since 2007. Prior to joining New York Life Investments' Equity Investors Group, Madison Square Investors' predecessor, in 2005, Ms. Kim was a quantitative research analyst at INVESCO's Structured Products Group from 1998 to 2005. Ms. Kim earned her MBA in Financial Engineering from the MIT Sloan School of Management and is a summa cum laude graduate in Mathematics from the University of Pennsylvania where she was elected to Phi Beta Kappa. Ms. Kim is also a CFA charterholder.
Harish Kumar PhD, CFA Dr. Kumar has managed the MainStay Growth Equity Fund since 2005 and the MainStay 130/30 Growth Fund since 2007. Dr. Kumar is a Managing Director and Head of Growth Portfolios at Madison Square Investors. Prior to joining New York Life Investments' Equity Investors Group, Madison Square Investors' predecessor, in 2005, Dr. Kumar served as a senior portfolio manager at ING Investment Management beginning in 2002. He received his Ph.D. from Columbia University, his master's degree from the University of Colorado-Boulder, and graduated with honors from Birla Institute of Technology and Science in Pilani, India, receiving a bachelor's degree in mechanical engineering. Dr. Kumar is a CFA charterholder, and has 12 years of investment experience.
Roger Lob Mr. Lob is a Member of Markston International and has been a portfolio manager for the MainStay MAP Fund, and its predecessors, since 1987. He received an MBA from Columbia Business School.
Martin J. Mickus, CFA Mr. Mickus has managed the MainStay Growth Equity Fund and MainStay 130/30 Growth Fund since 2010. He is a Managing Director of Growth Portfolios at Madison Square Investors. Prior to joining Madison Square Investors in 2009, Mr. Mickus was a Portfolio Manager at Oppenheimer Capital from 1999 through 2009, where he managed numerous growth strategies. Mr. Mickus earned his MBA from Vanderbilt University and his BS in Finance from Syracuse University. Mr. Mickus is a CFA charterholder, and has 18 years of investment experience.
Christopher Mullarkey Mr. Mullarkey is a Member of Markston International, has over fourteen years of experience in the investment business and has been a portfolio manager for the MainStay MAP Fund since 2002. He received an MBA from Stern School of Business at New York University.
Michael J. Mullarkey Mr. Mullarkey is Managing Member of Markston International and has been a portfolio manager of the MainStay MAP Fund, and its predecessors, since 1981. He received an MBA from Harvard Business School.
Francis J. Ok Mr. Ok has managed the MainStay S&P 500 Index Fund since 1996. Mr. Ok is a Managing Director at Madison Square Investors and is also responsible for managing and running the trading desk. Mr. Ok holds a BS in Economics from Northeastern University.
Mona Patni Ms. Patni has been the portfolio manager of the MainStay 130/30 Core Fund since 2007. She is a Director and Portfolio Manager for the Core Equity team of Madison Square Investors. Ms. Patni joined New York Life Investments' Equity Investors Group, Madison Square Investors' predecessor, in 2001. Ms. Patni earned her MBA from NYU Stern School of Business. She also earned her undergraduate degree in Computer Science Engineering from the University of Bombay.
David Pearl Mr. Pearl has managed the MainStay Epoch U.S. All Cap Fund, MainStay U.S. Small Cap Fund and MainStay Epoch U.S. Equity Fund since 2009 and MainStay Epoch Global Choice Fund since February 2011. Mr. Pearl joined Epoch in 2004, where he is Executive Vice President and Co-Chief Investment Officer. Mr. Pearl received a BS in Mechanical Engineering from the University of Pennsylvania and an MBA from Stanford University Graduate School of Business.
William Priest, CFA Mr. Priest has managed the 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 and MainStay U.S. Small Cap Fund since 2009. Mr. Priest founded Epoch Investment Partners in 2004, where he is Chief Executive Officer and Co-Chief Investment Officer. He is a CFA charterholder and a graduate of Duke University and the University of Pennsylvania's Wharton Graduate School of Business.
Eric Sappenfield Mr. Sappenfield has managed the MainStay Epoch Global Equity Yield Fund since 2009. Mr. Sappenfield is a Managing Director and Senior Analyst at Epoch. Prior to joining Epoch in 2006, Mr. Sappenfield was a research analyst at Spear Leads & Kellogg from 2004 to 2006 where he was responsible for credit/risk assessment. Mr. Sappenfield holds a BA degree from Stanford University and an MBA from the University of California, Los Angeles.
Jerrold K. Senser, CFA Mr. Senser serves as Chief Executive Officer and Chief Investment Officer of ICAP. As CEO and CIO, Mr. Senser heads the investment committee and is the lead portfolio manager for all of ICAP's investment strategies. Mr. Senser has been with the firm since 1986 and has been a portfolio manager for the MainStay ICAP Equity Fund since 1994, MainStay ICAP Select Equity Fund and MainStay ICAP International Fund since 1997, MainStay MAP Fund since 2006, and MainStay ICAP Global Fund since 2008. Mr. Senser graduated with a BA in economics from the University of Michigan, and an MBA from the University of Chicago. He is a CFA charterholder.
Andrew Ver Planck Mr. Ver Planck is the portfolio manager for the MainStay 130/30 International Fund and has managed the Fund since 2007. He is a Director and Portfolio Manager for Madison Square Investors. He is responsible for the development and implementation of international quantitative equity strategies. Mr. Ver Planck joined New York Life Investments Equity Investors Group, Madison Square Investors predecessor, in 2005. Mr. Ver Planck received a BA in Operations Research and Industrial Engineering from Cornell University.
R. Bart Wear, CFA Mr. Wear is a Senior Managing Director and portfolio manager/analyst of Winslow Capital and has been with the firm since 1997. Mr. Wear has been part of the Investment Management Team for the MainStay Large Cap Growth Fund since 2005. Mr. Wear graduated with honors from Arizona State University in 1982 where he majored in finance. He is also a CFA charterholder.
Michael Welhoelter, CFA Mr. Welhoelter has managed the MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. All Cap Fund, MainStay Epoch U.S. Equity Fund and the MainStay U.S. Small Cap Fund since 2009. Mr. Welhoelter joined Epoch in 2005 and is a Managing Director. Mr. Welhoelter holds a BA degree in Computer and Information Science from Colgate University. He is a member of the New York Society of Security Analysts and the Society of Quantitative Analysts, and is a CFA charterholder.
Thomas R. Wenzel, CFA Mr. Wenzel joined ICAP in 1992 and has managed the MainStay ICAP Equity Fund since 1994, MainStay ICAP Select Equity Fund and MainStay ICAP International Fund since 1997, MainStay MAP Fund since 2006, and MainStay ICAP Global Fund since 2008. He is Senior Executive Vice President and Director of Research for ICAP and is a senior member of ICAP's investment committee. Mr. Wenzel serves as a lead portfolio manager for all of ICAP's investment strategies. Mr. Wenzel also leads the firm's investment research efforts with particular emphasis on the financial sector. At the University of Wisconsin-Madison, he participated in the applied security analysis and investment management program and earned a BA in economics and an MBA. He is a CFA charterholder.
Clark J. Winslow Mr. Winslow has been part of the Investment Management Team for the MainStay Large Cap Growth Fund since 2005. Mr. Winslow has served as the Chief Executive Officer, Chief Investment Officer and a portfolio manager of Winslow Capital since 1992. Mr. Winslow has 44 years of investment experience and has managed portfolios since 1975. Mr. Winslow has a BA from Yale University and an MBA from the Harvard Business School.
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Financial Highlights

The financial highlights tables are intended to help you understand the Funds' financial performance for the past five fiscal years or, if shorter, the period of the Funds' operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds (assuming reinvestment of all dividends and capital gain distributions and excluding all sales charges).

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The financial highlights for MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund and MainStay Epoch International Small Cap Fund (collectively referred to as the "MainStay Epoch Funds") reflect the historical financial highlights of the Epoch U.S. Large Cap Equity Fund, Epoch U.S. All Cap Equity Fund, Epoch Global Equity Shareholder Yield Fund and Epoch International Small Cap Fund, respectively, each a separate series of The World Funds, Inc. (the "Epoch Funds"). Upon the completion of the reorganizations of the Epoch Funds with and into the MainStay Funds Trust, which occured on November 13, 2009, the Class A and Class I shares of the MainStay Epoch Funds assumed the performance, financial and other historical information of the Class P shares and Institutional Class shares of the Epoch Funds, respectively.

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The information for all Funds has been audited by KPMG LLP, whose report, along with the Funds' financial statements, is included in the annual reports, which are available upon request. For the MainStay Epoch Funds, the information for the fiscal years ended on or before December 31, 2008 was audited by those Funds' previous independent registered public accounting firm (when the Funds were the Epoch Funds).

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Effective February 26, 2010, each Fund that was a series of Eclipse Funds Inc. and ICAP Funds, Inc., merged into a corresponding "shell" series of MainStay Funds Trust, a newly organized Delaware statutory trust (each a "Reorganization"). Upon completion of each Reorganization, the respective share classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.

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Please note that as of July 1, 2008, the fiscal year end for the MainStay ICAP Equity Fund, MainStay ICAP International Fund and MainStay ICAP Select Equity Fund was changed from December 31 to October 31. The fiscal year end for MainStay ICAP Global Fund has been October 31 since its inception.

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Please also note that as of January 4, 2010, the fiscal year end for the MainStay Epoch Funds changed from December 31 to October 31.

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MainStay 130/30 Core Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

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Year ended October 31, February 28,
2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 6.40 $ 6.00 $ 8.68
Net investment income (loss) (a) (0.01 ) 0.02 (0.02 )
Net realized and unrealized gain (loss) on investments 0.90 0.38 (2.66 )
Total from investment operations 0.89 0.40 (2.68 )
Less dividends:
From net investment income (0.01 )
Net asset value at end of period $ 7.28 $ 6.40 $ 6.00
Total investment return (b) 13.88 % 6.67 %(c) (30.76 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.16 %) 0.38 % (0.37 %)†
Net expenses (excluding short sale expenses) 1.58 % 1.60 % 1.59 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.50 % 2.57 % 2.59 %†
Short sale expenses 0.92 % 0.87 % 0.82 %†
Portfolio turnover rate 117 % 163 % 244 %
Net assets at end of period (in 000's) $ 81 $ 53 $ 41
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*

Commencement of operations.

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Annualized.

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(a)

Per share data based on average shares outstanding during the period.

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(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

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(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

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(d)

Total investment return is not annualized.

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Year ended October 31, June 29,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 6.41 $ 6.00 $ 9.64 $ 10.00
Net investment income (loss) (a) 0.00 0.05 (0.02 ) (0.00 )‡
Net realized and unrealized gain (loss) on investments 0.92 0.37 (3.61 ) (0.36 )
Total from investment operations 0.92 0.42 (3.63 ) (0.36 )
Less dividends:
From net investment income (0.02 ) (0.01 ) (0.01 )
Net asset value at end of period $ 7.31 $ 6.41 $ 6.00 $ 9.64
Total investment return (b) 14.31 % 6.77 % (37.57 %) (3.60 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 0.07 % 0.83 % (0.20 %) (0.14 %)†
Net expenses (excluding short sale expenses) 1.34 % 1.46 % 1.50 % 1.50 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.29 % 2.40 % 2.60 % 2.90 %†
Short sale expenses 0.95 % 0.94 % 0.85 % 0.53 %†
Portfolio turnover rate 117 % 163 % 244 % 59 %
Net assets at end of period (in 000's) $ 229 $ 138 $ 390 $ 356
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*

Commencement of operations.

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Annualized.

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Less than one cent per share.

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(a)

Per share data based on average shares outstanding during the period.

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(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

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(c)

Total investment return is not annualized.

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MainStay 130/30 Core Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

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Year ended October 31, June 29,
2007 * through October 31,
Class C 2010 2009 2008 2007
Net asset value at beginning of period $ 6.30 $ 5.95 $ 9.61 $ 10.00
Net investment loss (a) (0.06 ) (0.02 ) (0.09 ) (0.03 )
Net realized and unrealized gain (loss) on investments 0.88 0.37 (3.57 ) (0.36 )
Total from investment operations 0.82 0.35 (3.66 ) (0.39 )
Net asset value at end of period $ 7.12 $ 6.30 $ 5.95 $ 9.61
Total investment return (b) 13.02 5.88 % (38.15 %) (3.80 )(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.87 %) (0.41 %) (1.12 %) (0.86 %)†
Net expenses (excluding short sale expenses) 2.34 % 2.35 % 2.33 % 2.25 %†
Expenses (including short sale expenses, before waiver/reimbursement) 3.23 % 3.31 % 3.41 % 3.65 %†
Short sale expenses 0.89 % 0.86 % 0.81 % 0.53 %†
Portfolio turnover rate 117 % 163 % 244 % 59 %
Net assets at end of period (in 000's) $ 289 $ 370 $ 228 $ 35
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*

Commencement of operations.

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Annualized.

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(a)

Per share data based on average shares outstanding during the period.

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(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

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(c)

Total investment return is not annualized.

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Year ended October 31, June 29,
2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 6.43 $ 6.02 $ 9.65 $ 10.00
Net investment income (a) 0.02 0.04 0.01 0.01
Net realized and unrealized gain (loss) on investments 0.91 0.38 (3.62 ) (0.36 )
Total from investment operations 0.93 0.42 (3.61 ) (0.35 )
Less dividends:
From net investment income (0.03 ) (0.01 ) (0.02 )
Net asset value at end of period $ 7.33 $ 6.43 $ 6.02 $ 9.65
Total investment return (b) ,(c) 14.53 % 7.05 % (37.48 %) (3.50 )(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.33 % 0.69 % 0.07 % 0.27 %†
Net expenses (excluding short sale expenses) 1.09 % 1.22 % 1.25 % 1.25 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.01 % 2.08 % 2.16 % 2.52 %†
Short sale expenses 0.92 % 0.86 % 0.81 % 0.53 %†
Portfolio turnover rate 117 % 163 % 244 % 59 %
Net assets at end of period (in 000's) $ 334,987 $ 189,845 $ 84,861 $ 24,123
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Class I shares are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay 130/30 Growth Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 7.42 $ 6.69 $ 9.68
Net investment loss (a) (0.07 ) (0.02 ) (0.07 )
Net realized and unrealized gain (loss) on investments 0.71 0.75 (2.92 )
Total from investment operations 0.64 0.73 (2.99 )
Net asset value at end of period $ 8.06 $ 7.42 $ 6.69
Total investment return (b) 8.63 % 10.91 % (30.89 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.97 %) (0.33 %) (1.20 %)†
Net expenses (excluding short sale expenses) 1.60 % 1.60 % 1.60 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.70 % 2.58 % 2.73 %†
Short sale expenses 0.75 % 0.79 % 0.69 %†
Portfolio turnover rate 167 % 203 % 311 %
Net assets at end of period (in 000's) $ 128 $ 93 $ 60
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31, June 29,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 7.42 $ 6.68 $ 10.63 $ 10.00
Net investment loss (a) (0.07 ) (0.00 )# (0.10 ) (0.03 )
Net realized and unrealized gain (loss) on investments 0.70 0.74 (3.85 ) 0.66
Total from investment operations 0.63 0.74 (3.95 ) 0.63
Net asset value at end of period $ 8.05 $ 7.42 $ 6.68 $ 10.63
Total investment return (b) 8.49 % 11.08 % (37.16 %) 6.40 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.92 %) (0.06 %) (1.09 %) (0.91 %)†
Net expenses (excluding short sale expenses) 1.50 % 1.50 % 1.50 % 1.50 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.56 % 2.30 % 2.77 % 3.68 %†
Short sale expenses 0.75 % 0.79 % 0.70 % 0.47 %†
Portfolio turnover rate 167 % 203 % 311 % 137 %
Net assets at end of period (in 000's) $ 370 $ 166 $ 239 $ 477
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

#

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay 130/30 Growth Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, June 29,
2007 * through October 31,
Class C 2010 2009 2008 2007
Net asset value at beginning of period $ 7.28 $ 6.61 $ 10.61 $ 10.00
Net investment loss (a) (0.13 ) (0.06 ) (0.17 ) (0.05 )
Net realized and unrealized gain (loss) on investments 0.70 0.73 (3.83 ) 0.66
Total from investment operations 0.57 0.67 (4.00 ) 0.61
Net asset value at end of period $ 7.85 $ 7.28 $ 6.61 $ 10.61
Total investment return (b) 7.83 % 10.14 %(c) (37.70 %) 6.10 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (1.72 %) (0.96 %) (1.88 %) (1.54 %)†
Net expenses (excluding short sale expenses) 2.35 % 2.35 % 2.32 % 2.25 %†
Expenses (including short sale expenses, before waiver) 3.46 % 3.32 % 3.56 % 4.43 %†
Short sale expenses 0.77 % 0.79 % 0.69 % 0.47 %†
Portfolio turnover rate 167 % 203 % 311 % 137 %
Net assets at end of period (in 000's) $ 180 $ 172 $ 165 $ 71
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31, June 29,
2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 7.47 $ 6.71 $ 10.65 $ 10.00
Net investment loss (a) (0.05 ) (0.01 ) (0.07 ) (0.02 )
Net realized and unrealized gain (loss) on investments 0.73 0.77 (3.87 ) 0.67
Total from investment operations 0.68 0.76 (3.94 ) 0.65
Net asset value at end of period $ 8.15 $ 7.47 $ 6.71 $ 10.65
Total investment return (b) ,(c) 9.10 %(d) 11.33 %(d) (37.00 %) 6.50 %(e)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.58 %) (0.08 %) (0.73 %) (0.56 %)†
Net expenses (excluding short sale expenses) 1.25 % 1.25 % 1.25 % 1.25 %†
Expenses (including short sale expenses, before waiver) 2.35 % 2.05 % 2.28 % 3.38 %†
Short sale expenses 0.79 % 0.79 % 0.65 % 0.47 %†
Portfolio turnover rate 167 % 203 % 311 % 137 %
Net assets at end of period (in 000's) $ 8,611 $ 65,632 $ 46,311 $ 18,320
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Class I shares are not subject to sales charges.

</R> <R>

(d)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>
</R>

MainStay Common Stock Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.69 $ 9.27 $ 13.17
Net investment income (a) 0.03 0.07 0.03
Net realized and unrealized gain (loss) on investments 1.13 0.40 (3.93 )
Total from investment operations 1.16 0.47 (3.90 )
Less dividends:
From net investment income (0.08 ) (0.05 )
Net asset value at end of period $ 10.77 $ 9.69 $ 9.27
Total investment return (b) 11.99 % 5.12 % (29.61 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.25 % 0.81 % 0.41 %†
Net expenses 1.61 % 1.46 % 1.40 %†
Expenses (before waiver/reimbursement) 1.61 % 1.73 % 1.58 %†
Portfolio turnover rate 152 % 138 % 158 %
Net assets at end of period (in 000's) $ 13,661 $ 12,752 $ 11,811
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 9.70 $ 9.28 $ 16.10 $ 14.66 $ 12.62
Net investment income (a) 0.09 0.12 0.08 0.06 0.09
Net realized and unrealized gain (loss) on investments 1.13 0.40 (5.70 ) 1.72 1.97
Total from investment operations 1.22 0.52 (5.62 ) 1.78 2.06
Less dividends and distributions:
From net investment income (0.13 ) (0.10 ) (0.06 ) (0.06 ) (0.02 )
From net realized gain on investments (1.14 ) (0.28 ) --
Total dividends and distributions (0.13 ) (0.10 ) (1.20 ) (0.34 ) (0.02 )
Net asset value at end of Year $ 10.79 $ 9.70 $ 9.28 $ 16.10 $ 14.66
Total investment return (b) 12.64 % 5.80 % (37.22 %) 12.24 % 16.43 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 0.90 % 1.38 % 0.65 % 0.42 % 0.63 %
Net expenses 0.96 % 0.94 % 1.15 % 1.29 % 1.30 %
Expenses (before waiver/reimbursement) 0.96 % 0.98 % 1.30 % 1.48 % 1.60 %
Portfolio turnover rate 152 % 138 % 158 % 122 % 144 %
Net assets at end of period (in 000's) $ 12,140 $ 11,579 $ 12,530 $ 44,874 $ 38,940
</R>

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

MainStay Common Stock Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 8.97 $ 8.60 $ 15.07 $ 13.80 $ 11.94
Net investment income (loss) (a) (0.05 ) 0.01 (0.04 ) (0.04 ) (0.01 )
Net realized and unrealized gain (loss) on investments 1.05 0.36 (5.29 ) 1.59 1.87
Total from investment operations 1.00 0.37 (5.33 ) 1.55 1.86
Less dividends and distributions
From net investment income (0.01 )
From net realized gain on investments (1.14 ) (0.28 )
Total dividends and distributions (0.01 ) (1.14 ) (0.28 )
Net asset value at end of year $ 9.96 $ 8.97 $ 8.60 $ 15.07 $ 13.80
Total investment return (b) 11.14 % 4.30 % (37.77 %) 11.39 % 15.58 %
Ratios(to average net assets)/Supplemental Data:
Net investment income (loss) (0.49 %) 0.14 % (0.30 %) (0.31 %) (0.05 %)
Net expenses 2.36 % 2.20 % 2.10 % 2.04 % 2.05 %
Expenses (before waiver/reimbursement) 2.36 % 2.49 % 2.27 % 2.23 % 2.35 %
Portfolio turnover rate 152 % 138 % 158 % 122 % 144 %
Net assets at end of period (in 000's) $ 8,466 $ 10,371 $ 13,212 $ 33,203 $ 39,024
</R>

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>
Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 8.97 $ 8.59 $ 15.07 $ 13.79 $ 11.94
Net investment income (loss) (a) (0.05 ) 0.01 (0.04 ) (0.05 ) (0.01 )
Net realized and unrealized gain (loss) on investments 1.05 0.37 (5.30 ) 1.61 1.86
Total from investment operations 1.00 0.38 (5.34 ) 1.56 1.85
Less dividends and distributions:
From net investment income (0.01 )
From net realized gain on investments (1.14 ) (0.28 )
Total dividends and distributions (0.01 ) (1.14 ) (1.28 )
Net asset value at end of year $ 9.96 $ 8.97 $ 8.59 $ 15.07 $ 13.79
Total investment return (b) 11.12 % 4.42 % (37.84 %) 11.47 % 15.49 %
Ratios(to average net assets)/Supplemental Data:
Net investment income (loss) (0.49 %) 0.12 % (0.30 %) (0.32 %) (0.09 %)
Net expenses 2.36 % 2.21 % 2.10 % 2.04 % 2.05 %
Expenses (before waiver/reimbursement) 2.36 % 2.49 % 2.27 % 2.23 % 2.35 %
Portfolio turnover rate 152 % 138 % 158 % 122 % 144 %
Net assets at end of period (in 000's) $ 1,352 $ 1,357 $ 1,611 $ 3,334 $ 3,254
</R>

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

MainStay Common Stock Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 9.72 $ 9.32 $ 16.19 $ 14.73 $ 12.68
Net investment income (a) 0.12 0.15 0.15 0.16 0.17
Net realized and unrealized gain (loss) on investments 1.14 0.39 (5.73 ) 1.73 1.99
Total from investment operations 1.26 0.54 (5.58 ) 1.89 2.16
Less dividends and distributions:
From net investment income (0.16 ) (0.14 ) (0.15 ) (0.15 ) (0.11 )
From net realized gain on investments (1.14 ) (0.28 )
Total dividends and distributions (0.16 ) (0.14 ) (1.29 ) (0.43 ) (0.11 )
Net asset value at end of year $ 10.82 $ 9.72 $ 9.32 $ 16.19 $ 14.73
Total investment return (b) ,(c) 13.00 % 5.99 % (36.92 %) 13.03 % 17.19 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.16 % 1.69 % 1.16 % 1.06 % 1.24 %
Net expenses 0.71 % 0.65 % 0.62 % 0.62 % 0.66 %
Expenses (before waiver/reimbursement) 0.71 % 0.73 % 0.80 % 0.87 % 0.96 %
Portfolio turnover rate 152 % 138 % 158 % 122 % 144 %
Net assets at end of period (in 000's) $ 230,246 $ 260,081 $ 336,529 $ 219,460 $ 133,818
</R> <R></R> <R></R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Class I shares are not subject to sales charges.

<R>
</R> <R></R> <R>

MainStay Epoch U.S. All Cap Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 17.66 $ 15.40 $ 23.34
Net investment loss (a) (0.01 ) (0.05 ) (0.13 )
Net realized and unrealized gain (loss) on investments 3.11 2.31 (7.81 )
Total from investment operations 3.10 2.26 (7.94 )
Less dividends and distributions:
From net investment income (0.02 )
Net asset value at end of period $ 20.74 $ 17.66 $ 15.40
Total investment return (b) 17.56 % 14.68 (c) (34.02 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.04 %) (0.29 %) (0.88 %)†
Net expenses 1.69 % 1.67 % 1.64 %†
Expenses (before waiver/recoupment) 1.69 % 1.96 % 1.66 %†
Portfolio turnover rate 41 % 135 % 56 %
Net assets at end of period (in 000's) $ 7,238 $ 6,384 $ 5,460
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 17.76 $ 15.42 $ 28.85 $ 23.86 $ 21.84
Net investment income (loss) (a) 0.09 0.02 (0.14 ) (0.21 ) (0.21 )
Net realized and unrealized gain (loss) on investments 3.13 2.32 (11.05 ) 5.20 2.23
Total from investment operations 3.22 2.34 (11.19 ) 4.99 2.02
Less distributions:
From net investment income (0.05 )
From net realized gain on investments (2.24 )
Total dividends and distributions (0.05 ) (2.24 )
Net asset value at end of period $ 20.93 $ 17.76 $ 15.42 $ 28.85 $ 23.86
Total investment return (b) 18.15 % 15.18 %(c) (41.88 %) 20.91 % 9.25 %
Ratios(to average net assets)/Supplemental Data:
Net investment income (loss) 0.48 % 0.13 % (0.59 %) (0.79 %) (0.89 %)
Net expenses 1.19 % 1.26 % 1.39 % 1.55 % 1.50 %
Expenses (before waiver/recoupment) 1.19 % 1.34 % 1.40 % 1.53 %(d) 1.54 %
Portfolio turnover rate 41 % 135 % 56 % 37 % 46 %
Net assets at end of period (in 000's) $ 9,749 $ 14,006 $ 12,771 $ 32,894 $ 28,170
</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Due to expense cap structure change, Class A, B and C were able to recoup expenses during year ended October 31, 2007.

</R> <R>
</R> <R>

MainStay Epoch U.S. All Cap Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 16.84 $ 14.80 $ 28.03 $ 23.36 $ 21.54
Net investment loss (a) (0.14 ) (0.15 ) (0.34 ) (0.39 ) (0.37 )
Net realized and unrealized gain (loss) on investments 2.95 2.19 (10.65 ) 5.06 2.19
Total from investment operations 2.81 2.04 (10.99 ) 4.67 1.82
Less dividends and distributions:
From net investment income (0.02 )
From net realized gain on investments (2.24 )
Total dividens and distributions (0.02 ) (2.24 )
Net asset value at end of period $ 19.63 $ 16.84 $ 14.80 $ 28.03 $ 23.36
Total investment return (b) 16.69 % 13.78 %(c) (42.43 %) 19.99 % 8.45 %
Ratios(to average net assets)/Supplemental Data:
Net investment loss (0.77 %) (1.04 %) (1.55 %) (1.54 %) (1.63 %)
Net expenses 2.44 % 2.42 % 2.34 % 2.30 % 2.25 %
Expenses (before waiver/recoupment) 2.44 % 2.71 % 2.35 % 2.28 %(d) 2.29 %
Portfolio turnover rate 41 % 135 % 56 % 37 % 46 %
Net assets at end of period (in 000's) $ 6,362 $ 6,383 $ 6,191 $ 11,925 $ 10,770
</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Due to expense cap structure change, Class A, B and C were able to recoup expenses during year ended October 31, 2007.

</R> <R>
Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 16.86 $ 14.82 $ 28.06 $ 23.38 $ 21.56
Net investment loss (a) (0.14 ) (0.15 ) (0.34 ) (0.39 ) (0.37 )
Net realized and unrealized gain (loss) on investments 2.95 2.19 (10.66 ) 5.07 2.19
Total from investment operations 2.81 2.04 (11.00 ) 4.68 1.82
Less dividends and distributions:
From net investment income (0.02 )
From net realized gain on investments (2.24 )
Totaldividends and distributions (0.02 ) (2.24 )
Net asset value at end of period $ 19.65 $ 16.86 $ 14.82 $ 28.06 $ 23.38
Total investment return (b) 16.67 % 13.77 %(c) (42.42 %) 20.02 % 8.44 %
Ratios(to average net assets)/Supplemental Data:
Net investment loss (0.79 %) (1.03 %) (1.55 %) (1.55 %) (1.64 %)
Net expenses 2.44 % 2.42 % 2.34 % 2.30 % 2.25 %
Expenses (before waiver/recoupment) 2.44 % 2.71 % 2.35 % 2.28 %(d) 2.29 %
Portfolio turnover rate 41 % 135 % 56 % 37 % 46 %
Net assets at end of period (in 000's) $ 3,959 $ 3,514 $ 4,004 $ 7,396 $ 4,820
</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Due to expense cap structure change, Class A, B and C were able to recoup expenses during year ended October 31, 2007.

</R> <R>
</R> <R>

MainStay Epoch U.S. All Cap Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 18.87 $ 16.33 $ 30.28 $ 24.90 $ 22.66
Net investment income (loss) (a) 0.13 0.07 (0.03 ) (0.05 ) (0.08 )
Net realized and unrealized gain (loss) on investments 3.34 2.47 (11.68 ) 5.43 2.32
Total from investment operations 3.47 2.54 (11.71 ) 5.38 2.24
Less dividends and distributions:
From net investment income (0.10 )
From net realized gain on investments (2.24 )
Total dividends and distributions (0.10 ) (2.24 )
Net asset value at end of period $ 22.24 $ 18.87 $ 16.33 $ 30.28 $ 24.90
Total investment return (b) ,(c) 18.42 % 15.55 %(d) (41.60 %) 21.61 % 9.89 %
Ratios(to average net assets)/Supplemental Data:
Net investment income (loss) 0.62 % 0.42 % (0.14 %) (0.18 %) (0.31 %)
Net expenses 0.94 % 0.95 % 0.93 % 0.93 % 0.93 %
Expenses (before waiver/recoupment) 0.94 % 1.09 % 0.97 % 0.95 % 0.97 %
Portfolio turnover rate 41 % 135 % 56 % 37 % 46 %
Net assets at end of period (in 000's) $ 510,263 $ 195,303 $ 157,222 $ 297,744 $ 263,102
</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Class I shares are not subject to sales charges.

</R> <R>

(d)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>
</R> <R>

MainStay Epoch U.S. Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16, 2009 * through December 31,
Investor Class 2010 (a) 2009
Net asset value at beginning of period $ 12.67 $ 12.38
Net investment income (b) 0.03 0.02
Net realized and unrealized gain on investments 0.81 0.30
Total from investment operations 0.84 0.32
Less dividends:
From net investment income __ (0.03 )
Net asset value at end of period $ 13.51 $ 12.67
Total investment return (c) 6.63 %(d) 2.60 %(d)
Ratios (to average net assets) / Supplemental Data:
Net investment income 0.25 %‡ 1.11 %‡
Net expenses 1.40 %‡ 1.19 %‡
Expenses (before waiver/reimbursement) 1.43 %‡ 1.19 %‡
Portfolio turnover rate 54 % 54 %
Net assets at end of period (in 000's) $ 74 $ 28
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
January 1, 2010 through October 31, February 3,
2009 *
through
December 31,
Class A 2010 (a) 2009
Net asset value at beginning of period $ 12.67 $ 10.24
Net investment income (b) 0.02 0.08
Net realized and unrealized gain on investments 0.83 3.33
Total from investment operations 0.85 3.41
Less dividends and distributions:
From net investment income __ (0.10 )
From net realized gain on investments __ (0.88 )
Total dividends and distributions __ (0.98 )
Net asset value at end of period $ 13.52 $ 12.67
Total investment return (c) 6.71 %(d) 33.59 %(d)
Ratios (to average net assets) / Supplemental Data:
Net investment income 0.19 %‡ 0.76 %‡
Net expenses 1.34 %‡ 1.35 %‡
Expenses (before waiver/reimbursement) 1.37 %‡ 1.44 %‡
Portfolio turnover rate 54 % 54 %
Net assets at end of period (in 000's) $ 850 $ 127
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Epoch U.S. Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16,
2009 *
through
December 31,
Class C 2010 (a) 2009
Net asset value at beginning of period $ 12.67 $ 12.38
Net investment income (loss) (b) (0.07 ) 0.01
Net realized and unrealized gain on investments 0.82 0.30
Total from investment operations 0.75 0.31
Less dividends:
From net investment income __ (0.02 )
Net asset value at end of period $ 13.42 $ 12.67
Total investment return (c) 5.92 %(d)(e) 2.51 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.63 %)‡ 0.37 %‡
Net expenses 2.15 %‡ 1.94 %‡
Expenses (before waiver/reimbursement) 2.18 %‡ 1.94 %‡
Portfolio turnover rate 54 % 54 %
Net assets at end of period (in 000's) $ 33 $ 26
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>
January 1, 2010 through October 31, Year ended December 31, December 3, 2008 * through December 31,
Class I 2010 (a) 2009 2008
Net asset value at beginning of period $ 12.70 $ 10.85 $ 10.00
Net investment income 0.04 (b) 0.11 (b) 0.01
Net realized and unrealized gain on investments 0.84 2.74 0.85
Total from investment operations 0.88 2.85 0.86
Less dividends and distributions:
From net investment income __ (0.12 ) (0.01 )
From net realized gain on investments __ (0.88 )
Total dividends and distributions __ (1.00 ) (0.01 )
Net asset value at end of period $ 13.58 $ 12.70 $ 10.85
Total investment return (c) 6.93 %(d) 26.53 % 8.59 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.40 %‡ 0.98 % 1.28 %‡
Net expenses 1.09 %‡ 1.09 % 1.09 %‡
Expenses (before waiver/reimbursement) 1.12 %‡ 1.19 % 1.16 %‡
Portfolio turnover rate 54 % 54 % 1 %
Net assets at end of period (in 000's) $ 229,830 $ 155,231 $ 98,778
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Growth Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28,
2008 *
through
October, 31
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.32 $ 8.26 $ 11.79
Net investment income (loss) (0.04 )(a) 0.02 (a) (0.02 )
Net realized and unrealized gain (loss) on investments 1.19 1.04 (3.51 )
Total from investment operations 1.15 1.06 (3.53 )
Less dividends and distributions:
From net investment income (0.05 )
Net asset value at end of period $ 10.42 $ 9.32 $ 8.26
Total investment return (b) 12.41 % 12.83 %(c) (29.94 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.40 %) 0.21 % (0.35 %)†
Net expenses 1.52 % 1.41 % 1.31 %†
Expenses (before waiver/reimbursement) 1.52 % 1.41 % 1.61 %†
Portfolio turnover rate 131 % 156 % 291 %
Net assets at end of period (in 000's) $ 247,966 $ 37 $ 24
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

<R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31, November 4,
2005 *
through
October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.32 $ 8.26 $ 13.19 $ 11.01 $ 10.00
Net investment income (loss) (0.01 )(a) 0.02 (a) (0.02 ) 0.01 (0.01 )
Net realized and unrealized gain (loss) on investments 1.20 1.05 (4.84 ) 2.25 1.02
Total from investment operations 1.19 1.07 (4.86 ) 2.26 1.01
Less dividends and distributions:
From net investment income (0.07 ) (0.01 )
From net realized gain on investments (0.07 ) (0.08 )
Total dividends and distributions (0.07 ) (0.01 ) (0.07 ) (0.08 )
Net asset value at end of period $ 10.44 $ 9.32 $ 8.26 $ 13.19 $ 11.01
Total investment return (b) 12.77 % 13.01 % (37.06 %) 20.51 % 10.20 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.10 %) 0.26 % (0.16 %) 0.08 % (0.12 %)†
Net expenses 1.23 % 1.31 % 1.17 % 1.25 % 1.25 %†
Expenses (before waiver/reimbursement) 1.23 % 1.32 % 1.18 % 1.37 % 1.71 %†
Portfolio turnover rate 131 % 156 % 291 % 279 % 138 %
Net assets at end of period (in 000's) $ 210,592 $ 92 $ 49 $ 66 $ 55
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Growth Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, November 4,
2005 *
through
October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.04 $ 8.07 $ 12.99 $ 10.93 $ 10.00
Net investment loss (0.11 )(a) (0.07 )(a) (0.10 ) (0.08 ) (0.09 )
Net realized and unrealized gain (loss) on investments 1.15 1.04 (4.75 ) 2.22 1.02
Total from investment operations 1.04 0.97 (4.85 ) 2.14 0.93
Less distributions:
From net realized gain on investments (0.07 ) (0.08 )
Net asset value at end of period $ 10.08 $ 9.04 $ 8.07 $ 12.99 $ 10.93
Total investment return (b) 11.50 % 12.02 % (37.55 %) 19.67 % 9.30 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (1.14 %) (0.82 %) (1.04 %) (0.67 %) (0.87 %)†
Net expenses 2.27 % 2.18 % 2.06 % 2.00 % 2.00 %†
Expenses (before waiver/reimbursement) 2.27 % 2.18 % 2.26 % 2.12 % 2.46 %†
Portfolio turnover rate 131 % 156 % 291 % 279 % 138 %
Net assets at end of period (in 000's) $ 95,899 $ 122 $ 42 $ 65 $ 55
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31, November 4,
2005 *
through
October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.03 $ 8.06 $ 12.99 $ 10.93 $ 10.00
Net investment loss (0.11 )(a) (0.04 )(a) (0.12 ) (0.08 ) (0.09 )
Net realized and unrealized gain (loss) on investments 1.16 1.01 (4.74 ) 2.22 1.02
Total from investment operations 1.05 0.97 (4.86 ) 2.14 0.93
Less distributions:
From net realized gain on investments (0.07 ) (0.08 )
Net asset value at end of period $ 10.08 $ 9.03 $ 8.06 $ 12.99 $ 10.93
Total investment return (b) 11.63 %(c) 12.03 %(c) (37.63 %) 19.56 % 9.40 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (1.14 %) (0.52 %) (1.04 %) (0.67 %) (0.87 %)†
Net expenses 2.27 % 2.16 % 2.06 % 2.00 % 2.00 %†
Expenses (before waiver/reimbursement) 2.27 % 2.16 % 2.26 % 2.12 % 2.46 %†
Portfolio turnover rate 131 % 156 % 291 % 279 % 138 %
Net assets at end of period (in 000's) $ 2,889 $ 45 $ 40 $ 65 $ 55
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Total investment return is not annualized.

</R>
<R>

MainStay Growth Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, November 4,
2005 *
through
October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.36 $ 8.30 $ 13.24 $ 11.04 $ 10.00
Net investment income 0.01 (a) 0.06 (a) 0.02 0.02 0.01
Net realized and unrealized gain (loss) on investments 1.22 1.04 (4.87 ) 2.28 1.03
Total from investment operations 1.23 1.10 (4.85 ) 2.30 1.04
Less dividends and distributions:
From net investment income (0.09 ) (0.04 ) (0.02 ) (0.02 )
From net realized gain on investments (0.07 ) (0.08 )
Total dividends and distributions (0.09 ) (0.04 ) (0.09 ) (0.10 )
Net asset value at end of period $ 10.50 $ 9.36 $ 8.30 $ 13.24 $ 11.04
Total investment return (b) ,(c) 13.07 % 13.29 % (36.80 %) 20.93 % 10.40 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.14 % 0.74 % 0.21 % 0.31 % 0.11 %†
Net expenses 0.98 % 1.03 % 0.81 % 0.92 % 1.00 %†
Expenses (before waiver/reimbursement) 0.98 % 1.05 % 0.81 % 0.92 % 1.46 %†
Portfolio turnover rate 131 % 156 % 291 % 279 % 138 %
Net assets at end of period (in 000's) $ 3,082 $ 36,230 $ 75,450 $ 173,475 $ 26,586
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Class I shares are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R> </R> <R>

MainStay ICAP Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, April 29, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 29.89 $ 26.95 $ 39.51
Net investment income 0.22 (a) 0.32 (a) 0.27
Net realized and unrealized gain (loss) on investments 3.95 3.15 (12.55 )
Total from investment operations 4.17 3.47 (12.28 )
Less dividends and distributions:
From net investment income (0.25 ) (0.53 ) (0.28 )
From net realized gain on investments
Total dividends and distributions (0.25 ) (0.53 ) (0.28 )
Net asset value at end of period $ 33.81 $ 29.89 $ 26.95
Total investment return (b) 14.02 % 13.32 % (31.24 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.69 % 1.24 % 1.54 %†
Net expenses 1.56 % 1.29 % 1.19 %†
Expenses (before waiver/reimbursement) 1.56 % 1.69 % 1.61 %†
Portfolio turnover rate 64 % 93 % 106 %
Net assets at end of period (in 000's) $ 12,036 $ 11,465 $ 10,798
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 29.89 $ 26.93 $ 41.53 $ 45.01 $ 44.82
Net investment income 0.34 (a) 0.35 (a) 0.42 0.66 0.20 (a)
Net realized and unrealized gain (loss) on investments 3.96 3.15 (14.59 ) 1.88 4.02
Total from investment operations 4.30 3.50 (14.17 ) 2.54 4.22
Less dividends and distributions:
From net investment income (0.35 ) (0.54 ) (0.43 ) (0.61 ) (0.30 )
From net realized gain on investments (5.41 ) (3.73 )
Total dividends and distributions (0.35 ) (0.54 ) (0.43 ) (6.02 ) (4.03 )
Net asset value at end of period $ 33.84 $ 29.89 $ 26.93 $ 41.53 $ 45.01
Total investment return (b) 14.44 % 13.46 % (34.38 %)(c) 5.78 % 9.55 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.08 % 1.35 % 1.38 %† 1.22 % 1.28 %†
Net expenses 1.18 % 1.18 % 1.18 %† 1.18 % 1.30 %†
Expenses (before waiver/reimbursement) 1.18 % 1.26 % 1.35 %† 1.36 % 1.39 %†
Portfolio turnover rate 64 % 93 % 106 % 71 % 80 %
Net assets at end of period (in 000's) $ 24,138 $ 25,257 $ 21,826 $ 51,349 $ 6,798
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 29.78 $ 26.86 $ 41.43 $ 44.96 $ 44.82
Net investment income (loss) (0.02 )(a) 0.13 (a) 0.19 0.34 0.08 (a)
Net realized and unrealized gain (loss) on investments 3.93 3.13 (14.55 ) 1.85 4.03
Total from investment operations 3.91 3.26 (14.36 ) 2.19 4.11
Less dividends and distributions:
From net investment income (0.10 ) (0.34 ) (0.21 ) (0.31 ) (0.24 )
From net realized gain on investments (5.41 ) (3.73 )
Total dividends and distributions (0.10 ) (0.34 ) (0.21 ) (5.72 ) (3.97 )
Net asset value at end of period $ 33.59 $ 29.78 $ 26.86 $ 41.43 $ 44.96
Total investment return (b) 13.15 % 12.51 % (34.82 %)(c) 4.99 % 9.30 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.07 %) 0.52 % 0.65 %† 0.49 % 0.54 %†
Net expenses 2.31 % 2.04 % 1.94 %† 1.93 % 2.05 %†
Expenses (before waiver/reimbursement) 2.31 % 2.44 % 2.30 %† 2.11 % 2.14 %†
Portfolio turnover rate 64 % 93 % 106 % 71 % 80 %
Net assets at end of period (in 000's) $ 6,825 $ 5,206 $ 4,996 $ 8,606 $ 1,922
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31,
Class I 2010 2009 2008 2007 2006 2005
Net asset value at beginning of period $ 29.93 $ 26.97 $ 41.57 $ 45.03 $ 41.17 $ 44.01
Net investment income 0.43 (a) 0.45 (a) 0.54 0.77 0.63 (a) 0.65
Net realized and unrealized gain (loss) on investments 3.96 3.14 (14.62 ) 1.94 7.59 4.17
Total from investment operations 4.39 3.59 (14.08 ) 2.71 8.22 4.82
Less dividends and distributions:
From net investment income (0.43 ) (0.63 ) (0.52 ) (0.76 ) (0.63 ) (0.64 )
From net realized gain on investments (5.41 ) (3.73 ) (7.02 )
Total dividends and distributions (0.43 ) (0.63 ) (0.52 ) (6.17 ) (4.36 ) (7.66 )
Net asset value at end of period $ 33.89 $ 29.93 $ 26.97 $ 41.57 $ 45.03 $ 41.17
Total investment return (b) ,(c) 14.76 % 13.86 % (34.18 %)(d) 6.20 % 20.17 % 10.91 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.35 % 1.76 % 1.79 %† 1.63 % 1.42 % 1.37 %
Net expenses 0.90 % 0.83 % 0.80 %† 0.80 % 0.80 % 0.80 %
Expenses (before waiver/reimbursement) 0.93 % 1.02 % 0.96 %† 0.92 % 0.88 % 0.88 %
Portfolio turnover rate 64 % 93 % 106 % 71 % 80 % 86 %
Net assets at end of period (in 000's) $ 801,517 $ 705,425 $ 732,479 $ 1,041,210 $ 982,543 $ 800,011
</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 29.94 $ 26.98 $ 41.59 $ 45.00 $ 44.82
Net investment income 0.40 (a) 0.39 (a) 0.52 0.77 0.22 (a)
Net realized and unrealized gain (loss) on investments 3.97 3.18 (14.64 ) 1.94 4.03
Total from investment operations 4.37 3.57 (14.12 ) 2.71 4.25
Less dividends and distributions:
From net investment income (0.40 ) (0.61 ) (0.49 ) (0.71 ) (0.34 )
From net realized gain on investments (5.41 ) (3.73 )
Total dividends and distributions (0.40 ) (0.61 ) (0.49 ) (6.12 ) (4.07 )
Net asset value at end of period $ 33.91 $ 29.94 $ 26.98 $ 41.59 $ 45.00
Total investment return (b) ,(c) 14.67 % 13.73 % (34.24 %)(d) 6.10 % 9.67 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.24 % 1.49 % 1.66 %† 1.72 % 1.38 %†
Net expenses 1.01 % 0.94 % 0.90 %† 0.90 % 0.90 %†
Expenses (before waiver/reimbursement) 1.03 % 1.11 % 1.06 %† 1.02 % 0.99 %†
Portfolio turnover rate 64 % 93 % 106 % 71 % 80 %
Net assets at end of period (in 000's) $ 3,351 $ 2,268 $ 1,370 $ 1,097 $ 40
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 29.90 $ 26.94 $ 41.54 $ 45.02 $ 44.82
Net investment income 0.30 (a) 0.33 (a) 0.44 0.63 0.12 (a)
Net realized and unrealized gain (loss) on investments 3.97 3.17 (14.62 ) 1.92 4.13
Total from investment operations 4.27 3.50 (14.18 ) 2.55 4.25
Less dividends and distributions:
From net investment income (0.32 ) (0.54 ) (0.42 ) (0.62 ) (0.32 )
From net realized gain on investments (5.41 ) (3.73 )
Total dividends and distributions (0.32 ) (0.54 ) (0.42 ) (6.03 ) (4.05 )
Net asset value at end of period $ 33.85 $ 29.90 $ 26.94 $ 41.54 $ 45.02
Total investment return (b) ,(c) 14.36 % 13.47 % (34.38 %)(d) 5.82 % 9.58 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.93 % 1.27 % 1.43 %† 1.29 % 0.77 %†
Net expenses 1.28 % 1.19 % 1.15 %† 1.15 % 1.15 %†
Expenses (before waiver/reimbursement) 1.28 % 1.36 % 1.31 %† 1.27 % 1.24 %†
Portfolio turnover rate 64 % 93 % 106 % 71 % 80 %
Net assets at end of period (in 000's) $ 4,313 $ 2,050 $ 781 $ 1,156 $ 1,161
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 29.89 $ 26.93 $ 41.52 $ 45.00 $ 44.82
Net investment income 0.22 (a) 0.23 (a) 0.38 0.57 0.13 (a)
Net realized and unrealized gain (loss) on investments 3.97 3.21 (14.61 ) 1.86 4.06
Total from investment operations 4.19 3.44 (14.23 ) 2.43 4.19
Less dividends and distributions:
From net investment income (0.27 ) (0.48 ) (0.36 ) (0.50 ) (0.28 )
From net realized gain on investments (5.41 ) (3.73 )
Total dividends and distributions (0.27 ) (0.48 ) (0.36 ) (5.91 ) (4.01 )
Net asset value at end of period $ 33.81 $ 29.89 $ 26.93 $ 41.52 $ 45.00
Total investment return (b) ,(c) 14.07 % 13.22 % (34.51 %)(d) 5.55 % 9.49 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.70 % 0.88 % 1.16 %† 0.98 % 0.86 %†
Net expenses 1.53 % 1.45 % 1.40 %† 1.40 % 1.40 %†
Expenses (before waiver/reimbursement) 1.53 % 1.60 % 1.57 %† 1.52 % 1.49 %†
Portfolio turnover rate 64 % 93 % 106 % 71 % 80 %
Net assets at end of period (in 000's) $ 2,257 $ 365 $ 72 $ 67 $ 27
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Select Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, April 29, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 28.68 $ 25.62 $ 36.87
Net investment income 0.22 (a) 0.25 0.25 (a)
Net realized and unrealized gain (loss) on investments 4.38 3.10 (11.25 )
Total from investment operations 4.60 3.35 (11.00 )
Less dividends and distributions:
From net investment income (0.22 ) (0.29 ) (0.25 )
From net realized gain on investments
Total dividends and distributions (0.22 ) (0.29 ) (0.25 )
Net asset value at end of period $ 33.06 $ 28.68 $ 25.62
Total investment return (b) 16.12 % 13.33 % (29.97 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.71 % 0.99 % 1.49 %†
Net expenses 1.47 % 1.30 % 1.15 %†
Expenses (before waiver/reimbursement) 1.51 % 1.45 % 1.31 %†
Portfolio turnover rate 55 % 101 % 117 %
Net assets at end of period (in 000's) $ 185,828 $ 9,808 $ 7,601
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R></R> <R></R> <R></R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 28.69 $ 25.62 $ 38.79 $ 41.60 $ 39.46
Net investment income 0.31 (a) 0.32 0.42 (a) 0.48 (a) 0.24 (a)
Net realized and unrealized gain (loss) on investments 4.38 3.09 (13.18 ) 2.23 3.62
Total from investment operations 4.69 3.41 (12.76 ) 2.71 3.86
Less dividends and distributions:
From net investment income (0.31 ) (0.34 ) (0.41 ) (0.51 ) (0.29 )
From net realized gain on investments (5.01 ) (1.43 )
Total dividends and distributions (0.31 ) (0.34 ) (0.41 ) (5.52 ) (1.72 )
Net asset value at end of period $ 33.07 $ 28.69 $ 25.62 $ 38.79 $ 41.60
Total investment return (b) 16.46 % 13.58 % (33.14 %)(c) 6.62 % 9.84 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.01 % 1.21 % 1.47 %† 1.09 % 1.73 %†
Net expenses 1.18 % 1.09 % 1.10 %† 1.15 % 1.20 %†
Expenses (before waiver/reimbursement) 1.23 % 1.28 % 1.24 %† 1.26 % 1.29 %†
Portfolio turnover rate 55 % 101 % 117 % 123 % 115 %
Net assets at end of period (in 000's) $ 478,386 $ 190,956 $ 142,130 $ 161,070 $ 16,514
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Select Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
November 13, 2009 * through October 31,
Class B 2010
Net asset value at beginning of period $ 29.93
Net investment loss (0.01 )(a)
Net realized and unrealized gain on investments 2.99
Total from investment operations 2.98
Less dividends and distributions:
From net investment income (0.07 )
Net asset value at end of period $ 32.84
Total investment return (b) 9.98 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.04 %)†
Net expenses 2.22 %†
Expenses (before waiver/reimbursement) 2.26 %†
Portfolio turnover rate 55 %
Net assets at end of period (in 000's) $ 85,952
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R></R> <R>

(c)

Total investment return is not annualized.

</R> <R></R> <R></R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 28.56 $ 25.53 $ 38.68 $ 41.56 $ 39.46
Net investment income (loss) (0.01 )(a) 0.07 0.18 (a) 0.14 (a) 0.13 (a)
Net realized and unrealized gain (loss) on investments 4.36 3.09 (13.12 ) 2.24 3.63
Total from investment operations 4.35 3.16 (12.94 ) 2.38 3.76
Less dividends and distributions:
From net investment income (0.07 ) (0.13 ) (0.21 ) (0.25 ) (0.23 )
From net realized gain on investments (5.01 ) (1.43 )
Total dividends and distributions (0.07 ) (0.13 ) (0.21 ) (5.26 ) (1.66 )
Net asset value at end of period $ 32.84 $ 28.56 $ 25.53 $ 38.68 $ 41.56
Total investment return (b) 15.25 % 12.50 % (33.59 %)(c) 5.83 % 9.59 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.02 %) 0.28 % 0.65 %† 0.33 % 0.91 %†
Net expenses 2.22 % 2.05 % 1.91 %† 1.90 % 1.95 %†
Expenses (before waiver/reimbursement) 2.26 % 2.21 % 2.05 %† 2.01 % 2.04 %†
Portfolio turnover rate 55 % 101 % 117 % 123 % 115 %
Net assets at end of period (in 000's) $ 95,241 $ 55,841 $ 47,831 $ 45,789 $ 3,293
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R></R> <R>

(c)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Select Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31,
Class I 2010 2009 2008 2007 2006 2005
Net asset value at beginning of period $ 28.74 $ 25.67 $ 38.84 $ 41.62 $ 36.17 $ 34.35
Net investment income 0.41 (a) 0.37 0.51 (a) 0.64 (a) 0.57 (a) 0.45
Net realized and unrealized gain (loss) on investments 4.37 3.10 (13.20 ) 2.21 6.83 2.70
Total from investment operations 4.78 3.47 (12.69 ) 2.85 7.40 3.15
Less dividends and distributions:
From net investment income (0.40 ) (0.40 ) (0.48 ) (0.62 ) (0.52 ) (0.45 )
From net realized gain on investments (5.01 ) (1.43 ) (0.88 )
Total dividends and distributions (0.40 ) (0.40 ) (0.48 ) (5.63 ) (1.95 ) (1.33 )
Net asset value at end of period $ 33.12 $ 28.74 $ 25.67 $ 38.84 $ 41.62 $ 36.17
Total investment return (b) ,(c) 16.77 % 13.89 % (32.99 %)(d) 6.95 % 20.60 % 9.22 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.32 % 1.50 % 1.78 %† 1.44 % 1.45 % 1.38 %
Net expenses 0.90 % 0.83 % 0.80 %† 0.80 % 0.80 % 0.80 %
Expenses (before waiver/reimbursement) 0.98 % 1.03 % 0.94 %† 0.91 % 0.88 % 0.93 %
Portfolio turnover rate 55 % 101 % 117 % 123 % 115 % 170 %
Net assets at end of period (in 000's) $ 2,041,651 $ 1,454,261 $ 1,296,268 $ 1,863,460 $ 1,519,408 $ 676,703
</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R></R> <R></R> <R>
Year ended October 31, January 1, 2008 throughOctober 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 28.74 $ 25.68 $ 38.85 $ 41.62 $ 39.46
Net investment income 0.35 (a) 0.35 0.42 (a) 0.59 (a) 0.26 (a)
Net realized and unrealized gain (loss) on investments 4.39 3.08 (13.13 ) 2.24 3.63
Total from investment operations 4.74 3.43 (12.71 ) 2.83 3.89
Less dividends and distributions:
From net investment income (0.35 ) (0.37 ) (0.46 ) (0.59 ) (0.30 )
From net realized gain on investments (5.01 ) (1.43 )
Total dividends and distributions (0.35 ) (0.37 ) (0.46 ) (5.60 ) (1.73 )
Net asset value at end of period $ 33.13 $ 28.74 $ 25.68 $ 38.85 $ 41.62
Total investment return (b) ,(c) 16.60 % 13.69 % (33.03 %)(d) 6.87 % 9.94 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.12 % 1.23 % 1.55 %† 1.33 % 1.89 %†
Net expenses 1.08 % 0.98 % 0.91 %† 0.90 % 0.90 %†
Expenses (before waiver/reimbursement) 1.08 % 1.13 % 1.06 %† 1.01 % 0.99 %†
Portfolio turnover rate 55 % 101 % 117 % 123 % 115 %
Net assets at end of period (in 000's) $ 15,583 $ 13,628 $ 5,286 $ 1,440 $ 63
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Select Equity Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 throughOctober 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 28.69 $ 25.63 $ 38.80 $ 41.60 $ 39.46
Net investment income 0.27 (a) 0.26 0.40 (a) 0.53 (a) 0.17 (a)
Net realized and unrealized gain (loss) on investments 4.38 3.11 (13.18 ) 2.18 3.68
Total from investment operations 4.65 3.37 (12.78 ) 2.71 3.85
Less dividends and distributions:
From net investment income (0.27 ) (0.31 ) (0.39 ) (0.50 ) (0.28 )
From net realized gain on investments (5.01 ) (1.43 )
Total dividends and distributions (0.27 ) (0.31 ) (0.39 ) (5.51 ) (1.71 )
Net asset value at end of period $ 33.07 $ 28.69 $ 25.63 $ 38.80 $ 41.60
Total investment return (b) ,(c) 16.29 % 13.46 % (33.18 %)(d) 6.56 % 9.85 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.88 % 1.07 % 1.42 %† 1.18 % 1.25 %†
Net expenses 1.33 % 1.22 % 1.15 %† 1.15 % 1.15 %†
Expenses (before waiver/reimbursement) 1.33 % 1.38 % 1.29 %† 1.26 % 1.24 %†
Portfolio turnover rate 55 % 101 % 117 % 123 % 115 %
Net assets at end of period (in 000's) $ 24,776 $ 11,099 $ 10,796 $ 12,712 $ 27
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R></R> <R></R> <R>
Year ended October 31, January 1, 2008 throughOctober 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 28.66 $ 25.60 $ 38.76 $ 41.58 $ 39.46
Net investment income 0.18 (a) 0.21 0.28 (a) 0.31 (a) 0.14 (a)
Net realized and unrealized gain (loss) on investments 4.38 3.10 (13.10 ) 2.29 3.67
Total from investment operations 4.56 3.31 (12.82 ) 2.60 3.81
Less dividends and distributions:
From net investment income (0.20 ) (0.25 ) (0.34 ) (0.41 ) (0.26 )
From net realized gain on investments (5.01 ) (1.43 )
Total dividends and distributions (0.20 ) (0.25 ) (0.34 ) (5.42 ) (1.69 )
Net asset value at end of period $ 33.02 $ 28.66 $ 25.60 $ 38.76 $ 41.58
Total investment return (b) ,(c) 15.97 % 13.16 % (33.29 %)(d) 6.30 % 9.77 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.58 % 0.78 % 1.02 %† 0.70 % 1.00 %†
Net expenses 1.58 % 1.47 % 1.40 %† 1.40 % 1.40 %†
Expenses (before waiver/reimbursement) 1.58 % 1.63 % 1.55 %† 1.51 % 1.49 %†
Portfolio turnover rate 55 % 101 % 117 % 123 % 115 %
Net assets at end of period (in 000's) $ 11,994 $ 4,558 $ 2,963 $ 185 $ 27
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R>

MainStay Large Cap Growth Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 5.53 $ 4.70 $ 6.63
Net investment loss (a) (0.04 ) (0.03 ) (0.03 )
Net realized and unrealized gain (loss) on investments 1.06 0.86 (1.90 )
Total from investment operations 1.02 0.83 (1.93 )
Net asset value at end of period $ 6.55 $ 5.53 $ 4.70
Total investment return (b) 18.44 % 17.66 % (29.11 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.64 %) (0.62 %) (0.73 %)†
Net expenses 1.27 % 1.45 % 1.38 %†
Expenses (before waiver/reimbursement) 1.28 % 1.45 % 1.39 %†
Portfolio turnover rate 91 % 62 % 115 %
Net assets at end of period (in 000's) $ 93,733 $ 59,499 $ 46,762
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.54 $ 4.70 $ 7.37 $ 5.84 $ 5.31
Net investment loss (a) (0.03 ) (0.02 ) (0.03 ) (0.04 ) (0.03 )
Net realized and unrealized gain (loss) on investments 1.07 0.86 (2.64 ) 1.57 0.56
Total from investment operations 1.04 0.84 (2.67 ) 1.53 0.53
Net asset value at end of period $ 6.58 $ 5.54 $ 4.70 $ 7.37 $ 5.84
Total investment return (b) 18.77 % 17.87 %(c) (36.36 %) 26.20 % 10.04 %
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.52 %) (0.43 %) (0.52 %) (0.61 %) (0.53 %)
Net expenses 1.17 % 1.21 % 1.23 % 1.36 % 1.40 %
Expenses (before waiver/reimbursement) 1.18 % 1.24 % 1.26 % 1.43 % 1.63 %
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 1,131,968 $ 1,662,622 $ 495,184 $ 374,978 $ 200,500
</R> <R></R> <R></R> <R></R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

<R>
</R> <R></R>

MainStay Large Cap Growth Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.34 $ 4.57 $ 7.24 $ 5.77 $ 5.29
Net investment loss (a) (0.08 ) (0.06 ) (0.09 ) (0.08 ) (0.07 )
Net realized and unrealized gain (loss) on investments 1.02 0.83 (2.58 ) 1.55 0.55
Total from investment operations 0.94 0.77 (2.67 ) 1.47 0.48
Less distributions:
From net realized gain on investments - - - - (0.00 )‡
Net asset value at end of period $ 6.28 $ 5.34 $ 4.57 $ 7.24 $ 5.77
Total investment return (b) 17.60 %(c) 16.85 % (36.88 %) 25.48 % 9.13 %
Ratios (to average net assets)/Supplemental Data:
Net investment loss (1.38 %) (1.35 %) (1.34 %) (1.34 %) (1.29 %)
Net expenses 2.02 % 2.20 % 2.10 % 2.11 % 2.15 %
Expenses (before waiver/reimbursement) 2.03 % 2.21 % 2.12 % 2.18 % 2.38 %
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 82,590 $ 63,327 $ 65,996 $ 132,402 $ 133,330
</R> <R></R> <R></R> <R></R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>
Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.33 $ 4.57 $ 7.23 $ 5.77 $ 5.29
Net investment loss (a) (0.08 ) (0.07 ) (0.09 ) (0.09 ) (0.07 )
Net realized and unrealized gain (loss) on investments 1.03 0.83 (2.57 ) 1.55 0.55
Total from investment operations 0.95 0.76 (2.66 ) 1.46 0.48
Less distributions:
From net realized gain on investments - - - - (0.00 )‡
Net asset value at end of period $ 6.28 $ 5.33 $ 4.57 $ 7.23 $ 5.77
Total investment return (b) 17.82 %(c) 16.63 %(c) (36.79 %) 25.30 % 9.13 %
Ratios (to average net assets)/Supplemental Data:
Net investment loss (1.39 %) (1.38 %) (1.41 %) (1.37 %) (1.29 %)
Net expenses 2.02 % 2.19 % 2.11 % 2.11 % 2.15 %
Expenses (before waiver/reimbursement) 2.03 % 2.20 % 2.12 % 2.18 % 2.38 %
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 262,799 $ 174,955 $ 93,249 $ 58,119 $ 18,171
</R> <R></R> <R></R> <R></R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

<R>
</R> <R></R>

MainStay Large Cap Growth Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.67 $ 4.79 $ 7.49 $ 5.89 $ 5.33
Net investment income (loss) (a) (0.01 ) 0.00 (0.01 ) (0.00 )‡ 0.01
Net realized and unrealized gain (loss) on investments 1.09 0.88 (2.69 ) 1.60 0.55
Total from investment operations 1.08 0.88 (2.70 ) 1.60 0.56
Less distributions:
From net realized gain on investments - - - - (0.00 )‡
Net asset value at end of period $ 6.75 $ 5.67 $ 4.79 $ 7.49 $ 5.89
Total investment return (b) ,(c) 19.05 %(d) 18.37 % (36.05 %) 22.16 % 10.56 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.23 %) 0.00 %(e) (0.08 %) (0.01 %) 0.11 %
Net expenses 0.85 % 0.82 % 0.79 % 0.76 % 0.75 %
Expenses (before waiver/reimbursement) 0.94 % 0.99 % 0.94 % 0.91 % 0.98 %
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 3,497,859 $ 1,341,715 $ 761,458 $ 524,485 $ 259,588
</R> <R></R> <R></R> <R></R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

<R>

(d)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R>

(e)

Less than one-hundredth of a percent.

<R>
Year ended October 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.63 $ 4.76 $ 7.45 $ 5.87 $ 5.31
Net investment income (loss) (a) (0.02 ) (0.01 ) (0.01 ) (0.01 ) 0.00
Net realized and unrealized gain (loss) on investments 1.09 0.88 (2.68 ) 1.59 0.56
Total from investment operations 1.07 0.87 (2.69 ) 1.58 0.56
Less distributions:
From net realized gain on investments - - - - (0.00 )‡
Net asset value at end of period $ 6.70 $ 5.63 $ 4.76 $ 7.45 $ 5.87
Total investment return (b) ,(c) 19.01 % 18.28 % (36.11 %) 26.92 % 10.60 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.35 %) (0.19 %) (0.16 %) (0.19 %) 0.03 %
Net expenses 0.97 % 0.98 % 0.88 % 0.85 % 0.85 %
Expenses (before waiver/reimbursement) 1.04 % 1.09 % 1.03 % 1.01 % 1.08 %
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 418,253 $ 161,642 $ 62,344 $ 57,460 $ 3,163
</R> <R></R> <R></R> <R></R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

<R>
</R> <R></R>

MainStay Large Cap Growth Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.57 $ 4.72 $ 7.40 $ 5.84 $ 5.30
Net investment loss (a) (0.04 ) (0.02 ) (0.03 ) (0.02 ) (0.01 )
Net realized and unrealized gain (loss) on investments 1.08 0.87 (2.65 ) 1.58 0.55
Total from investment operations 1.04 0.85 (2.68 ) 1.56 0.54
Less distributions:
From net realized gain on investments - - - - (0.00 )‡
Net asset value at end of period $ 6.61 $ 5.57 $ 4.72 $ 7.40 $ 5.84
Total investment return (b) ,(c) 18.67 % 18.01 % (36.22 %) 26.71 % 10.25 %
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.66 ) (0.45 %) (0.46 %) (0.37 %) (0.24 %)
Net expenses 1.28 % 1.24 % 1.14 % 1.11 % 1.10 %
Expenses (before waiver/reimbursement) 1.29 % 1.35 % 1.29 % 1.27 % 1.33 %
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 217,002 $ 113,942 $ 35,410 $ 4,154 $ 9
</R> <R></R> <R></R> <R></R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

<R></R> <R>
Year ended October 31, April 28, 2006 * through October 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.52 $ 4.69 $ 7.37 $ 5.83 $ 5.74
Net investment loss (a) (0.06 ) (0.03 ) (0.05 ) (0.04 ) (0.01 )
Net realized and unrealized gain (loss) on investments 1.07 0.86 (2.63 ) 1.58 0.10
Total from investment operations 1.01 0.83 (2.68 ) 1.54 0.09
Net asset value at end of period $ 6.53 $ 5.52 $ 4.69 $ 7.37 $ 5.83
Total investment return (b) ,(c) 18.30 % 17.70 % (36.36 %) 26.42 % 1.57 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.92 %) (0.70 %) (0.77 %) (0.66 %) (0.47 %)†
Net expenses 1.53 % 1.49 % 1.40 % 1.35 % 1.37 %†
Expenses (before waiver/reimbursement) 1.54 % 1.59 % 1.56 % 1.51 % 1.63 %†
Portfolio turnover rate 91 % 62 % 115 % 74 % 92 %
Net assets at end of period (in 000's) $ 49,395 $ 13,436 $ 4,689 $ 117 $ 10
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

<R>

(d)

Total investment return is not annualized.

</R>

MainStay MAP Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 25.71 $ 23.04 $ 32.90
Net investment income (a) 0.19 0.22 0.17
Net realized and unrealized gain on investments 3.86 2.90 (10.02 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.01 )
Total from investment operations 4.05 3.12 (9.86 )
Less dividends:
From net investment income (0.45 )
Net asset value at end of period $ 29.76 $ 25.71 $ 23.04
Total investment return (b) 15.75 % 13.83 % (29.97 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.69 % 0.98 % 0.81 %†
Net expenses 1.41 % 1.44 % 1.35 %†
Expenses (before waiver/reimbursement) 1.41 % 1.50 % 1.35 %†
Portfolio turnover rate 49 % 60 % 96 %
Net assets at end of period (in 000's) $ 113,557 $ 99,663 $ 72,709
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 25.68 $ 23.04 $ 41.39 $ 38.55 $ 35.03
Net investment income (a) 0.25 0.28 0.31 0.31 0.11
Net realized and unrealized gain (loss) on investments 3.86 2.90 (13.88 ) 5.68 5.54
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.01 )
Total from investment operations 4.11 3.18 (13.58 ) 5.99 5.65
Less dividends and distributions:
From net investment income (0.54 ) (0.22 ) (0.09 ) --
From net realized gain on investments (4.55 ) (3.06 ) (2.13 )
Total dividends and distributions (0.54 ) (4.77 ) (3.15 ) (2.13 )
Net asset value at end of period $ 29.79 $ 25.68 $ 23.04 $ 41.39 $ 38.55
Total investment return (b) 16.00 % 14.12 % (36.80 %) 16.61 % 16.80 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.90 % 1.25 % 0.96 % 0.79 % 0.28 %
Net expenses 1.21 % 1.20 % 1.23 % 1.27 % 1.35 %
Expenses (before waiver/reimbursement) 1.21 % 1.29 % 1.25 % 1.27 % 1.33 %
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 345,067 $ 324,421 $ 291,812 $ 647,374 $ 524,523
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

MainStay MAP Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 24.04 $ 21.36 $ 38.79 $ 36.49 $ 33.50
Net investment income (loss) (a) (0.01 ) 0.06 0.04 0.02 (0.15 )
Net realized and unrealized gain (loss) on investments 3.60 2.70 (12.91 ) 5.34 5.27
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.01 )
Total from investment operations 3.59 2.76 (12.88 ) 5.36 5.12
Less dividends and distributions:
From net investment income (0.08 )
From net realized gain on investments (4.55 ) (3.06 ) (2.13 )
Total dividends and distributions (0.08 ) (4.55 ) (3.06 ) (2.13 )
Net asset value at end of period $ 27.63 $ 24.04 $ 21.36 $ 38.79 $ 36.49
Total investment return (b) 14.93 % 12.97 % (37.33 %) 15.73 % 15.94 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.04 %) 0.31 % 0.13 % 0.06 % (0.45 %)
Net expenses 2.16 % 2.19 % 2.07 % 2.02 % 2.10 %
Expenses (before waiver/reimbursement) 2.16 % 2.26 % 2.07 % 2.02 % 2.08 %
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 140,674 $ 169,606 $ 189,015 $ 378,342 $ 354,543
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>
Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 24.05 $ 21.37 $ 38.79 $ 36.49 $ 33.50
Net investment income (loss) (a) (0.01 ) 0.06 0.04 0.01 (0.16 )
Net realized and unrealized gain (loss) on investments 3.59 2.70 (12.90 ) 5.35 5.28
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.01 )
Total from investment operations 3.58 2.76 (12.87 ) 5.36 5.12
Less dividends and distributions:
From net investment income (0.08 )
From net realized gain on investments (4.55 ) (3.06 ) (2.13 )
Total dividends and distributions (0.08 ) (4.55 ) (3.06 ) (2.13 )
Net asset value at end of period $ 27.63 $ 24.05 $ 21.37 $ 38.79 $ 36.49
Total investment return (b) 14.89 % 12.96 % (37.30 %) 15.73 % 15.94 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.05 %) 0.29 % 0.13 % 0.04 % (0.46 %)
Net expenses 2.16 % 2.19 % 2.07 % 2.02 % 2.10 %
Expenses (before waiver/reimbursement) 2.16 % 2.25 % 2.07 % 2.02 % 2.08 %
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 160,098 $ 167,652 $ 178,672 $ 331,430 $ 245,458
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

MainStay MAP Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 26.15 $ 23.51 $ 42.13 $ 39.15 $ 35.50
Net investment income (a) 0.32 0.33 0.39 0.45 0.23
Net realized and unrealized gain (loss) on investments 3.93 2.95 (14.12 ) 5.78 5.62
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.00 )‡
Total from investment operations 4.25 3.28 (13.73 ) 6.23 5.85
Less dividends and distributions:
From net investment income (0.01 ) (0.64 ) (0.34 ) (0.19 ) (0.07 )
From net realized gain on investments (4.55 ) (3.06 ) (2.13 )
Total dividends and distributions (0.01 ) (0.64 ) (4.89 ) (3.25 ) (2.20 )
Net asset value at end of period $ 30.39 $ 26.15 $ 23.51 $ 42.13 $ 39.15
Total investment return (b) ,(c) 16.26 % 14.38 % (36.59 %) 16.99 % 17.21 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.12 % 1.45 % 1.22 % 1.15 % 0.61 %
Net expenses 0.95 % 0.98 % 0.96 % 0.92 % 1.03 %
Expenses (before waiver/reimbursement) 0.95 % 1.04 % 0.96 % 0.92 % 1.01 %
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 759,317 $ 567,720 $ 425,266 $ 438,054 $ 358,423
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>
Year ended October 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 25.84 $ 23.23 $ 41.69 $ 38.78 $ 35.19
Net investment income (a) 0.30 0.27 0.42 0.42 0.19
Net realized and unrealized gain (loss) on investments 3.87 2.94 (14.03 ) 5.71 5.57
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.00 )‡
Total from investment operations 4.17 3.21 (13.61 ) 6.13 5.76
Less dividends and distributions:
From net investment income (0.08 ) (0.60 ) (0.30 ) (0.16 ) (0.04 )
From net realized gain on investments (4.55 ) (3.06 ) (2.13 )
Total dividends and distributions (0.08 ) (0.60 ) (4.85 ) (3.22 ) (2.17 )
Net asset value at end of period $ 29.93 $ 25.84 $ 23.23 $ 41.69 $ 38.78
Total investment return (b) ,(c) 16.12 % 14.20 % (36.67 %) 16.89 % 17.08 %
Ratios( to average net assets)/Supplemental Data:
Net investment income 1.07 % 1.21 % 1.24 % 1.08 % 0.51 %
Net expenses 1.06 % 1.08 % 1.01 % 1.02 % 1.13 %
Expenses (before waiver/reimbursement) 1.06 % 1.14 % 1.01 % 1.02 % 1.11 %
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 325 $ 626 $ 232 $ 12,424 $ 15,583
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R>

MainStay MAP Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 25.76 $ 23.06 $ 41.40 $ 38.54 $ 35.03
Net investment income (a) 0.22 0.23 0.28 0.32 0.07
Net realized and unrealized gain (loss) on investments 3.87 2.93 (13.86 ) 5.68 5.57
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.00 )‡
Total from investment operations 4.09 3.16 (13.58 ) 6.00 5.64
Less dividends and distributions:
From net investment income (0.46 ) (0.21 ) (0.08 )
From net realized gain on investments (4.55 ) (3.06 ) (2.13 )
Total dividends and distributions (0.46 ) (4.76 ) (3.14 ) (2.13 )
Net asset value at end of period $ 29.85 $ 25.76 $ 23.06 $ 41.40 $ 38.54
Total investment return (b) ,(c) 15.88 % 13.96 % (36.78 %) 16.61 % 16.80 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.80 % 1.01 % 0.89 % 0.81 % 0.17 %
Net expenses 1.31 % 1.33 % 1.30 % 1.27 % 1.38 %
Expenses (before waiver/reimbursement) 1.31 % 1.38 % 1.30 % 1.27 % 1.36 %
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 26,735 $ 14,006 $ 6,427 $ 8,560 $ 5,806
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R></R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>
Year ended October 31, April 28,
2006 *
through
October 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 25.70 $ 22.97 $ 41.31 $ 38.49 $ 37.46
Net investment income (loss) (a) 0.15 0.16 0.19 0.17 (0.02 )
Net realized and unrealized gain (loss) on investments 3.86 2.93 (13.82 ) 5.73 1.05
Net realized and unrealized gain (loss) on foreign currency transactions (0.00 )‡ 0.00 (0.00 )‡
Total from investment operations 4.01 3.09 (13.63 ) 5.90 1.03
Less dividends and distributions:
From net investment income (0.36 ) (0.16 ) (0.02 )
From net realized gain on investments (4.55 ) (3.06 )
Total dividends and distributions (0.36 ) (4.71 ) (3.08 )
Net asset value at end of period $ 29.71 $ 25.70 $ 22.97 $ 41.31 $ 38.49
Total investment return (b) ,(c) 15.60 % 13.65 % (36.96 %) 16.37 % 2.75 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 0.54 % 0.72 % 0.61 % 0.42 % (0.10 %)†
Net expenses 1.56 % 1.58 % 1.56 % 1.52 % 1.72 %†
Expenses (before waiver/reimbursement) 1.56 % 1.63 % 1.56 % 1.52 % 1.73 %†
Portfolio turnover rate 49 % 60 % 96 % 76 % 100 %
Net assets at end of period (in 000's) $ 1,850 $ 1,484 $ 310 $ 256 $ 10
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

<R>

(d)

Total investment return is not annualized.

</R> <R></R> <R>
</R> <R>

MainStay S&P 500 Index Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 23.93 $ 22.47 $ 31.35
Net investment income 0.33 0.38 0.26
Net realized and unrealized gain (loss) on investments 3.41 1.59 (9.14 )
Total from investment operations 3.74 1.97 (8.88 )
Less dividends:
From net investment income (0.34 ) (0.51 ) -
Net asset value at end of period $ 27.33 $ 23.93 $ 22.47
Total investment return (a) 15.75 % 9.21 % (28.33 %)(b)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.30 % 1.75 % 1.63 %†
Net expenses 0.70 % 0.63 % 0.60 %†
Expenses (before waiver/reimbursement) 1.01 % 1.15 % 1.06 %†
Portfolio turnover rate 11 % 8 % 5 %
Net assets at end of period (in 000's) $ 19,295 $ 17,822 $ 15,372
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(b)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 23.92 $ 22.47 $ 35.79 $ 31.85 $ 27.86
Net investment income 0.37 0.38 0.51 0.49 0.40
Net realized and unrealized gain (loss) on investments 3.40 1.58 (13.35 ) 3.87 3.91
Total from investment operations 3.77 1.96 (12.84 ) 4.36 4.31
Less dividends:
From net investment income (0.35 ) (0.51 ) (0.48 ) (0.42 ) (0.32 )
Net asset value at end of year $ 27.34 $ 23.92 $ 22.47 $ 35.79 $ 31.85
Total investment return (a) 15.88 % 9.18 % (36.32 %) 13.83 % 15.61 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.40 % 1.79 % 1.65 % 1.44 % 1.31 %
Net expenses 0.60 % 0.60 % 0.60 % 0.60 % 0.68 %
Expenses (before waiver/reimbursement) 0.74 % 0.86 % 0.79 % 0.78 % 0.74 %
Portfolio turnover rate 11 % 8 % 5 % 5 % 5 %
Net assets at end of period (in 000's) $ 193,335 $ 196,774 $ 182,351 $ 334,325 $ 319,851
</R> <R></R> <R>

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>
<R>

MainStay S&P 500 Index Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 24.15 $ 22.69 $ 36.14 $ 32.16 $ 28.15
Net investment income 0.44 0.44 0.60 0.58 0.53
Net realized and unrealized gain (loss) on investments 3.42 1.60 (13.46 ) 3.93 3.93
Total from investment operations 3.86 2.04 (12.86 ) 4.51 4.46
Less dividends:
From net investment income (0.41 ) (0.58 ) (0.59 ) (0.53 ) (0.45 )
Net asset value at end of year $ 27.60 $ 24.15 $ 22.69 $ 36.14 $ 32.16
Total investment return (a) ,(b) 16.13 % 9.55 % (36.13 %) 14.17 % 16.06 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.65 % 2.07 % 1.95 % 1.73 % 1.69 %
Net expenses 0.35 % 0.32 % 0.30 % 0.30 % 0.30 %
Expenses (before waiver/reimbursement) 0.49 % 0.61 % 0.49 % 0.42 % 0.31 %
Portfolio turnover rate 11 % 8 % 5 % 5 % 5 %
Net assets at end of period (in 000's) $ 1,120,188 $ 1,044,598 $ 919,826 $ 1,479,162 $ 1,299,916
</R> <R></R> <R>

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(b)

Class I shares are not subject to sales charges.

</R>
<R>

MainStay U.S. Small Cap Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 12.52 $ 10.14 $ 13.86
Net investment income (loss) (a) (0.03 ) (0.03 ) 0.10
Net realized and unrealized gain (loss) on investments 2.86 2.63 (3.82 )
Total from investment operations 2.83 2.60 (3.72 )
Less dividends and distributions:
From net investment income (0.22 )
From net realized gain on investments
Total dividends and distributions
Net asset value at end of period $ 15.35 $ 12.52 $ 10.14
Total investment return (b) 22.60 % 26.91 % (26.91 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.20 %) (0.28 %) 1.10 %†
Net expenses 1.63 % 1.66 % 1.80 %†
Expenses (before waiver/reimbursement) 1.81 % 2.02 % 1.83 %†
Portfolio turnover rate 49 % 218 % 158 %
Net assets at end of period (in 000's) $ 67,217 $ 25,832 $ 11,480
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.51 $ 10.14 $ 18.65 $ 19.87 $ 19.60
Net investment income (loss) (a) (0.00 )‡ 0.00 0.17 0.07 (0.07 )
Net realized and unrealized gain (loss) on investments 2.85 2.61 (6.55 ) (1.29 ) 2.14
Total from investment operations 2.85 2.61 (6.38 ) (1.22 ) 2.07
Less dividends and distributions:
From net investment income (0.24 ) (0.12 )
From net realized gain on investments (2.01 ) (1.80 )
Total dividends and distributions (0.24 ) (2.13 ) (1.80 )
Net asset value at end of period $ 15.36 $ 12.51 $ 10.14 $ 18.65 $ 19.87
Total investment return (b) 22.78 % 27.05 % (38.10 %) (6.09 %) 11.20 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.02 %) 0.01 % 1.24 % 0.33 % (0.39 %)
Net expenses 1.48 % 1.54 % 1.65 % 1.66 % 1.64 %
Expenses (before waiver/reimbursement) 1.48 % 1.92 % 1.84 % 1.66 % 1.64 %
Portfolio turnover rate 49 % 218 % 158 % 134 % 124 %
Net assets at end of period (in 000's) $ 97,707 $ 66,905 $ 64,527 $ 301,031 $ 502,182
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>
<R>

MainStay U.S. Small Cap Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

</R> <R>
Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.02 $ 9.70 $ 17.94 $ 19.25 $ 19.18
Net investment income (loss) (a) (0.12 ) (0.09 ) 0.06 (0.08 ) (0.21 )
Net realized and unrealized gain (loss) on investments 2.72 2.54 (6.29 ) (1.23 ) 2.08
Total from investment operations 2.60 2.45 (6.23 ) (1.31 ) 1.87
Less dividends and distributions:
From net investment income (0.13 )
From net realized gain on investments (2.01 ) (1.80 )
Total dividends and distributions (0.13 ) (2.01 ) (1.80 )
Net asset value at end of period $ 14.62 $ 12.02 $ 9.70 $ 17.94 $ 19.25
Total investment return (b) 21.63 % 25.99 % (38.56 %) (6.81 %) 10.32 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.93 %) (0.95 %) 0.47 % (0.41 %) (1.12 %)
Net expenses 2.38 % 2.38 % 2.44 % 2.41 % 2.39 %
Expenses (before waiver/reimbursement) 2.56 % 2.78 % 2.66 % 2.41 % 2.39 %
Portfolio turnover rate 49 % 218 % 158 % 134 % 124 %
Net assets at end of period (in 000's) $ 43,744 $ 23,354 $ 13,305 $ 32,502 $ 46,112
</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>
Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.01 $ 9.70 $ 17.94 $ 19.26 $ 19.19
Net investment income (loss) (a) (0.12 ) (0.08 ) 0.06 (0.09 ) (0.21 )
Net realized and unrealized gain (loss) on investments 2.73 2.53 (6.29 ) (1.23 ) 2.08
Total from investment operations 2.61 2.45 (6.23 ) (1.32 ) 1.87
Less dividends and distributions:
From net investment income (0.14 )
From net realized gain on investments (2.01 ) (1.80 )
Total dividends and distributions (0.14 ) (2.01 ) (1.80 )
Net asset value at end of period $ 14.62 $ 12.01 $ 9.70 $ 17.94 $ 19.26
Total investment return (b) 21.73 % 26.00 % (38.60 %) (6.80 %) 10.32 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.91 %) (0.83 %) 0.45 % (0.44 %) (1.14 %)
Net expenses 2.38 % 2.39 % 2.45 % 2.41 % 2.39 %
Expenses (before waiver/reimbursement) 2.56 % 2.81 % 2.67 % 2.41 % 2.39 %
Portfolio turnover rate 49 % 218 % 158 % 134 % 124 %
Net assets at end of period (in 000's) $ 19,944 $ 17,048 $ 15,123 $ 54,264 $ 120,414
</R>

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>
<R>

MainStay U.S. Small Cap Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

</R> <R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.72 $ 10.34 $ 19.03 $ 20.18 $ 19.79
Net investment income (a) 0.04 0.04 0.24 0.17 0.02
Net realized and unrealized gain (loss) on investments 2.91 2.65 (6.69 ) (1.32 ) 2.17
Total from investment operations 2.95 2.69 (6.45 ) (1.15 ) 2.19
Less dividends and distributions:
From net investment income (0.31 ) (0.23 ) (0.00 )‡
From net realized gain on investments (2.01 ) (1.80 )
Total dividends and distributions (0.31 ) (2.24 ) (0.00 )‡ (1.80 )
Net asset value at end of period $ 15.67 $ 12.72 $ 10.34 $ 19.03 $ 20.18
Total investment return (b) ,(c) 23.19 % 27.57 % (37.81 %) (5.69 %) 11.73 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.30 % 0.39 % 1.69 % 0.81 % 0.09 %
Net expenses 1.17 % 1.18 % 1.20 % 1.19 % 1.17 %
Expenses (before waiver/reimbursement) 1.23 % 1.68 % 1.48 % 1.35 % 1.17 %
Portfolio turnover rate 49 % 218 % 158 % 134 % 124 %
Net assets at end of period (in 000's) $ 152,227 $ 155,425 $ 116,390 $ 631,108 $ 862,439
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R>

(c)

Class I shares are not subject to sales charges.

<R>

MainStay 130/30 International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28,
2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 6.31 $ 5.20 $ 8.74
Net investment income (a) 0.07 0.07 0.04
Net realized and unrealized gain (loss) on investments 0.52 1.04 (3.58 )
Total from investment operations 0.59 1.11 (3.54 )
Less dividends:
From net investment income (0.13 )
Total dividends and distributions (0.13 )
Net asset value at end of period $ 6.77 $ 6.31 $ 5.20
Total investment return (b) 9.57 % 21.35 % (40.50 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.06 % 1.37 % 0.82 %†
Net expenses (excluding short sale expenses) 1.70 % 1.70 % 1.70 %†
Expenses (including short sale expenses, before waiver/reimbursement) 3.06 % 3.28 % 3.40 %†
Short sale expenses 1.18 % 1.37 % 1.19 %†
Portfolio turnover rate 160 % 143 % 204 %
Net assets at end of period (in 000's) $ 186 $ 111 $ 90
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31, September 28,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 6.31 $ 5.19 $ 10.32 $ 10.00
Net investment income (a) 0.05 0.07 0.08 0.05
Net realized and unrealized gain (loss) on investments 0.55 1.05 (5.17 ) 0.27
Total from investment operations 0.60 1.12 (5.09 ) 0.32
Less dividends and distributions:
From net investment income (0.14 ) (0.02 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.14 ) (0.04 )
Net asset value at end of period $ 6.77 $ 6.31 $ 5.19 $ 10.32
Total investment return (b) 9.49 % 21.58 %(c) (49.50 %) 3.20 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.88 % 1.27 % 0.96 % 6.17 %†
Net expenses (excluding short sale expenses) 1.60 % 1.60 % 1.60 % 1.60 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.87 % 3.13 % 3.11 % 7.37 %†
Short sale expenses 1.15 % 1.32 % 1.05 % 0.98 %†
Portfolio turnover rate 160 % 143 % 204 % 26 %
Net assets at end of period (in 000's) $ 75 $ 97 $ 61 $ 32
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay 130/30 International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, September 28,
2007 * through October 31,
Class C 2010 2009 2008 2007
Net asset value at beginning of period $ 6.20 $ 5.15 $ 10.32 $ 10.00
Net investment income (loss) (a) 0.02 0.02 (0.01 ) 0.05
Net realized and unrealized gain (loss) on investments 0.52 1.03 (5.13 ) 0.27
Total from investment operations 0.54 1.05 (5.14 ) 0.32
Less dividends and distributions:
From net investment income (0.10 ) (0.01 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.10 ) (0.03 )
Net asset value at end of period $ 6.64 $ 6.20 $ 5.15 $ 10.32
Total investment return (b) 8.84 % 20.39 % (49.90 %) 3.10 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 0.33 % 0.36 % (0.08 %) 5.75 %†
Net expenses (excluding short sale expenses) 2.45 % 2.45 % 2.41 % 2.35 %†
Expenses (including short sale expenses, before waiver/reimbursement) 3.81 % 3.98 % 3.94 % 8.12 %†
Short sale expenses 1.19 % 1.32 % 1.01 % 0.98 %†
Portfolio turnover rate 160 % 143 % 204 % 26 %
Net assets at end of period (in 000's) $ 100 $ 69 $ 44 $ 27
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Year ended October 31, September 28, 2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 6.34 $ 5.21 $ 10.32 $ 10.00
Net investment income (a) 0.09 0.09 0.22 0.06
Net realized and unrealized gain (loss) on investments 0.52 1.04 (5.29 ) 0.26
Total from investment operations 0.61 1.13 (5.07 ) 0.32
Less dividends and distributions:
From net investment income (0.15 ) (0.02 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.15 ) (0.04 )
Net asset value at end of period $ 6.80 $ 6.34 $ 5.21 $ 10.32
Total investment return (b) ,(c) 9.83 % 21.69 % (49.29 %) 3.20 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.37 % 1.74 % 2.80 % 6.78 %†
Net expenses (excluding short sale expenses) 1.35 % 1.35 % 1.35 % 1.35 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.65 % 2.92 % 2.73 % 7.12 %†
Short sale expenses 1.18 % 1.36 % 0.98 % 0.98 %†
Portfolio turnover rate 160 % 143 % 204 % 26 %
Net assets at end of period (in 000's) $ 126,402 $ 111,823 $ 75,912 $ 11,905
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Class I shares are not subject to sales charges.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Epoch Global Choice Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16,
2009 *
through
December 31,
Investor Class 2010 ** 2009
Net asset value at beginning of period $ 13.49 $ 13.36
Net investment income (loss) (0.02 )(a) 0.00 (a)#
Net realized and unrealized gain on investments 0.80 0.18
Net realized and unrealized loss on foreign currency transcations (0.05 ) (0.00 )#
Total from investment operations 0.73 0.18
Less dividends:
From net investment income (0.05 )
Net asset value at end of period $ 14.22 $ 13.49
Total investment return (b) 5.41 %(c) 1.33 %(c)
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) (0.17 %)† 0.03 %†
Net expenses 1.76 %† 1.53 %†
Expenses (before waiver) 2.10 %† 1.72 %†
Portfolio turnover rate 151 % 74 %
Net assets at end of period (in 000's) $ 119 $ 28
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R> <R>

#

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
January 1, 2010 through October 31, Year ended December 31, August 15, 2006 * through December 31,
Class A 2010 ** 2009 2008 2007 2006
Net asset value at beginning of period $ 13.49 $ 10.84 $ 17.43 $ 16.97 $ 15.31
Net investment income (loss) 0.01 (a) 0.04 (a) 0.02 (a) 0.01 (0.01 )
Net realized and unrealized gain (loss) on investments 0.79 2.70 (6.58 ) 1.45 1.67
Net realized and unrealized loss on foreign currency transactions (0.05 ) (0.01 )
Total from investment operations 0.75 2.73 (6.56 ) 1.46 1.66
Less dividends and distributions:
From net investment income (0.08 ) (0.03 ) (0.01 )
From net realized gain on investments (0.00 )# (1.05 )
Total dividends and distributions (0.08 ) (0.03 ) (1.06 )
Redemption fee (b) 0.06
Net asset value at end of period $ 14.24 $ 13.49 $ 10.84 $ 17.43 $ 16.97
Total investment return (c) 5.56 %(d) 25.17 % (37.63 %) 8.90 % 10.84 %(d)
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) 0.11 %(d) 0.30 % 0.21 % 0.01 % (0.21 %)†
Net expenses 1.54 %† 1.55 % 1.54 % 1.54 % 1.54 %†
Expenses (before waiver) 1.88 %† 1.78 % 1.75 % 1.95 % 1.97 %†
Portfolio turnover rate 151 % 74 % 47 % 43 % 64 %
Net assets at end of period (in 000's) $ 1,855 $ 2,973 $ 339 $ 120 $ 142
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R> <R>

#

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Epoch Global Choice Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16, 2009 * through December 31,
Class C 2010 ** 2009
Net asset value at beginning of period $ 13.49 $ 13.36
Net investment loss (0.10 )(a) (0.01 )(a)
Net realized and unrealized gain on investments 0.78 0.17
Net realized and unrealized loss on foreign currency transactions (0.05 ) (0.00 )#
Total from investment operations 0.63 0.16
Less dividends:
From net investment income (0.03 )
Net asset value at end of period $ 14.12 $ 13.49
Total investment return (b) 4.67 %(c) 1.23 %(c)
Ratios (to average net assets) / Supplemental Data:
Net investment loss (0.92 %)† (0.78 %)†
Net expenses 2.51 %† 2.28 %†
Expenses (before waiver) 2.85 %† 2.47 %†
Portfolio turnover rate 151 % 74 %
Net assets at end of period (in 000's) $ 38 $ 28
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R> <R>

#

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Janaury 1, 2010 through October 31, Year ended December 31, July 25 2005 * through December 31,
Class I 2010 * 2009 2008 2007 2006 2005
Net asset value at beginning of period $ 13.79 $ 11.06 $ 17.47 $ 16.99 $ 14.91 $ 15.00
Net investment income 0.04 (a) 0.07 (a) 0.05 (a) 0.04 0.01 (0.00 )‡
Net realized and unrealized gain (loss) on investments 0.81 2.76 (6.41 ) 1.54 2.07 (0.09 )
Net realized and unrealized loss on foreign currency transcations (0.05 ) (0.01 )
Total from investment operations 0.80 2.82 (6.36 ) 1.58 2.08 (0.09 )
Less dividends and distributions:
From net investment income (0.09 ) (0.05 ) (0.05 ) (0.00 )‡
From net realized gain on investments 0.00 (1.05 )
Total dividends and distributions (0.09 ) (0.05 ) (1.10 ) (0.00 )‡
Redemption fee (b) 0.00 (0.00 )‡
Net asset value at end of period $ 14.59 $ 13.79 $ 11.06 $ 17.47 $ 16.99 $ 14.91
Total investment return (c) ,(d) 5.80 %(e) 25.53 % (36.37 %) 9.27 % 13.96 % 0.60 %(e)
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) 0.35 %‡‡ 0.62 % 0.42 % 0.26 % 0.05 % (0.07 %)‡‡
Net expenses 1.29 %‡‡ 1.29 % 1.29 % 1.29 % 1.29 % 1.29 %‡‡
Expenses (before waiver) 1.63 %‡‡ 1.54 % 1.50 % 1.70 % 1.72 % 2.55 %‡‡
Portfolio turnover rate 151 % 74 % 47 % 43 % 64 % 17 %
Net assets at end of period (in 000's) $ 54,695 $ 38,976 $ 56,715 $ 34,911 $ 27,108 $ 14,088
</R> <R>

*

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Less than one cent per share.

</R> <R>

‡‡

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Class I shares are not subject to sales charges.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R> </R> <R>

MainStay Epoch Global Equity Yield Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16, 2009 * through December 31,
Investor Class 2010 (a) 2009
Net asset value at beginning of period $ 13.72 $ 13.46
Net investment income 0.38 (b) 0.05
Net realized and unrealized gain (loss) on investments 1.02 0.29
Net realized und unrealized loss on foreign currency transactions (0.01 ) __
Total from investment operations 1.39 0.34
Less dividends:
From net investment income (0.39 ) (0.08 )
Net asset value at end of period $ 14.72 $ 13.72
Total investment return (c) 10.44 %(d) 2.54 %(d)
Ratios (to average net assets) / Supplemental Data:
Net investment income 3.66 %‡ 2.67 %‡
Net expenses 1.16 %‡ 1.09 %‡
Expenses (before recoupment/waiver/reimbursement) 1.31 %‡ 1.09 %‡
Portfolio turnover rate 41 % 59 %
Net assets at end of period (in 000's) $ 230 $ 26
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the year.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
January 1, 2010 through October 31, Year ended December 31, August 2, 2006 * through December 31,
Class A 2010 (a) 2009 2008 2007 2006
Net asset value at beginning of period $ 13.72 $ 11.52 $ 17.72 $ 17.94 $ 16.00
Net investment income 0.36 (b) 0.44 0.59 (b) 0.69 0.19
Net realized and unrealized gain (loss) on investments 1.03 2.14 (6.18 ) 0.79 1.99
Net realized and unrealized loss on foreign currency transactions (0.01 ) (0.03 )
Total from investment operations 1.38 2.55 (5.59 ) 1.48 2.18
Less dividends and distributions:
From net investment income (0.37 ) (0.35 ) (0.48 ) (0.72 ) (0.21 )
From net realized gain on investments (0.08 ) (0.99 ) (0.03 )
Return of capital __ (0.05 )
Total dividends and distributions (0.37 ) (0.35 ) (0.61 ) (1.71 ) (0.24 )
Redemption fee (c) 0.00 # 0.00 # 0.01
Net asset value at end of period $ 14.73 $ 13.72 $ 11.52 $ 17.72 $ 17.94
Total investment return (d) 10.40 %(e) 22.47 % (32.19 %) 8.34 % 13.73 %(e)
Ratios (to average net assets) / Supplemental Data:
Net investment income 3.22 %‡ 3.66 % 4.01 % 3.97 % 2.74 %‡
Net expenses 1.24 %‡ 1.21 % 1.18 % 1.16 % 1.30 %‡
Expenses (before recoupment/waiver/reimbursement) 1.39 %‡ 1.21 % 1.18 % 1.16 % 1.30 %‡
Portfolio turnover rate 41 % 59 % 72 % 47 % 32 %
Net assets at end of period (in 000's) $ 33,559 $ 23,336 $ 16,480 $ 19,390 $ 1,593
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

#

Less than one cent per share.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Epoch Global Equity Yield Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16, 2009 * through December 31,
Class C 2010 (a) 2009
Net asset value at beginning of period $ 13.72 $ 13.46
Net investment income 0.27 (b) 0.03
Net realized and unrealized gain on investments 1.04 0.30
Net realized and unrealized loss on foreign currency transactions (0.01 ) __
Total from investment operations 1.30 0.33
Less dividends:
From net investment income (0.34 ) (0.07 )
Net asset value at end of period $ 14.68 $ 13.72
Total investment return (c) 9.83 %(d) 2.45 %(d)
Ratios (to average net assets) / Supplemental Data:
Net investment income 2.33 %‡ 1.80 %‡
Net expenses 1.91 %‡ 1.84 %‡
Expenses (before recoupment/waiver/reimbursement) 2.06 %‡ 1.84 %‡
Portfolio turnover rate 41 % 59 %
Net assets at end of period (in 000's) $ 6,547 $ 36
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
January 1, 2010 through October 31, Year ended December 31, December 27, 2005* through December 31,
Class I 2010 (a) 2009 2008 2007 2006 2005
Net asset value at beginning of period $ 13.70 $ 11.53 $ 17.75 $ 18.02 $ 14.92 $ 15.00
Net investment income (loss) 0.41 (b) 0.44 0.66 (b) 0.77 0.63 (0.00 )#
Net realized and unrealized gain (loss) on investments 1.00 2.13 (6.24 ) 0.72 3.13 (0.08 )
Net realized and unrealized loss on foreign currency transactions (0.01 ) (0.03 )
Total from investment operations 1.40 2.54 (5.58 ) 1.49 3.76 (0.08 )
Less dividends and distributions:
From net investment income (0.40 ) (0.37 ) (0.51 ) (0.77 ) (0.63 )
From net realized gain on investments (0.08 ) (0.99 ) (0.03 )
Return of capital (0.05 )
Total dividends and distributions (0.40 ) (0.37 ) (0.64 ) (1.76 ) (0.66 )
Redemption fee (c) 0.00 # 0.00 # 0.00 #
Net asset value at end of period $ 14.70 $ 13.70 $ 11.53 $ 17.75 $ 18.02 $ 14.92
Total investment return (d) 10.54 %(e) 22.49 % (32.10 )% 8.28 % 25.71 % (0.53 %)(e)
Ratios (to average net assets) / Supplemental Data:
Net investment income (loss) 3.61 %‡ 3.85 % 4.40 % 4.21 % 3.88 % (1.10 %)‡
Net expenses 0.99 %‡ 0.96 % 0.93 % 0.91 % 1.05 % 1.10 %‡
Expenses (before waiver/reimbursement) 1.13 %‡ 0.96 % 0.93 % 0.91 % 1.05 % 3.59 %‡
Portfolio turnover rate 41 % 59 % 72 % 47 % 32 % 0 %
Net assets at end of period (in 000's) $ 398,750 $ 383,228 $ 297,513 $ 535,229 $ 272,016 $ 71,432
</R> <R>

Annualized.

</R> <R>

#

Less than one cent per share.

</R> <R>

(a)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(b)

Per share data based on average shares outstanding during the period.

</R> <R>

(c)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Epoch International Small Cap Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16,
2009 *
through
December 31,
Investor Class 2010 ** 2009
Net asset value at beginning of period $ 15.81 $ 16.11
Net investment income 0.04 (a) 0.00 ‡(a)
Net realized and unrealized gain (loss) on investments 3.13 (0.30 )
Net realized an unrealized gain (loss) on foreign currency transactions (0.01 )
Total from investment operations 3.16 (0.30 )
Net asset value at end of period $ 18.97 $ 15.81
Total investment return (b) 19.99 %(c) (1.86 %)(c)
Ratios (to average net assets) / Supplemental Data:
Net investment income 0.30 %† 0.15 %†
Net expenses 1.85 %† 1.59 %†
Expenses (before waiver/reimbursement) 1.88 %† 1.59 %†
Portfolio turnover rate 41 % 105 %
Net assets at end of period (in 000's) $ 303 $ 31
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
January 1, 2010 through October 31, Year ended December 31, August 2, 2006 * through December 31,
Class A 2010 ** 2009 2008 2007 2006
Net asset value at beginning of period $ 15.80 $ 10.98 $ 23.39 $ 23.49 $ 21.20
Net investment income (loss) 0.02 (a) 0.06 (a) 0.03 (a) (0.04 ) (0.02 )
Net realized and unrealized gain (loss) on investments 3.14 4.76 (11.51 ) 3.39 3.63
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 )
Total from investment operations 3.15 4.82 (11.48 ) 3.35 3.61
Less dividends and distributions:
From net investment income (0.01 ) (0.00 )‡
From net realized gain on investments (0.94 ) (3.48 ) (1.32 )
Total dividends and distributions (0.94 ) (3.49 ) (1.32 )
Redemption fee (b) ,(c) 0.00 0.01 0.04
Net asset value at end of period $ 18.95 $ 15.80 $ 10.98 $ 23.39 $ 23.49
Total investment return (d) 19.94 %(e) 43.90 % (49.01 %) 14.54 % 17.10 %(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 0.12 %† 0.42 % 0.17 % (0.10 %) (0.41 %)†
Net expenses 1.89 %† 1.83 % 1.74 % 1.70 % 1.80 %†
Expenses (before wiaver/reimbursement) 1.92 %† 1.83 % 1.74 % 1.70 % 1.80 %†
Portfolio turnover rate 41 % 105 % 107 % 140 % 75 %
Net assets at end of period (in 000's) $ 5,175 $ 2,749 $ 1,098 $ 2,858 $ 268
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fees have been reclassified from net realized and unrealized gain on investments to a separate line, "redemption fee", to conform to the current year presentation.

</R> <R>

(c)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay Epoch International Small Cap Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
January 1, 2010 through October 31, November 16, 2009 * through December 31,
Class C 2010 ** 2009
Net asset value at beginning of period $ 15.79 $ 16.11
Net investment loss (0.04 )(a) (0.01 )(a)
Net realized and unrealized gain (loss) on investments 3.10 (0.31 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 )
Total from investment operations 3.05 (0.32 )
Net asset value at end of period $ 18.84 $ 15.79
Total investment return (b) 19.32 %(c) (1.99 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment loss (0.28 %)† (0.65 %)†
Net expenses 2.60 %† 2.34 %†
Expenses (before waiver/reimbursement) 2.63 %†
Portfolio turnover rate 41 % 105 %
Net assets at end of period (in 000's) $ 1,476 $ 25
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(c)

Total investment return is not annualized.

</R> <R>
Janaury 1, 2010 through October 31 Year ended December 31, January 25, 2005 * through December 31,
Class I 2010 ** 2009 2008 2007 2006 2005
Net asset value at beginning of period $ 16.24 $ 11.16 $ 23.77 $ 23.91 $ 18.26 $ 15.00
Net investment income (loss) 0.04 (a) 0.09 (a) 0.06 (a) 0.04 (0.01 ) 0.02
Net realized and unrealized gain (loss) on investments 3.24 4.99 (11.69 ) 3.31 7.00 3.24
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 )
Total from investment operations 3.27 5.08 (11.63 ) 3.35 6.99 3.26
Less dividends and distributions:
From net investment income (0.04 ) (0.01 ) (0.02 )
From net realized gain on investments (0.94 ) (3.48 ) (1.32 )
Total dividends and distributions (0.98 ) (3.49 ) (1.34 )
Redemption fee (b) ,(c) 0.00
Net asset value at end of period $ 19.51 $ 16.24 $ 11.16 $ 23.77 $ 23.91 $ 18.26
Total investment return (d) ,(e) 20.14 %(f) 45.52 % (48.89 %) 14.12 % 38.40 % 21.73 %(f)
Ratios (to average net assets) / Supplemental Data:
Net investment income 0.31 %† 0.67 % 0.30 % 0.15 % 0.11 % 0.13 %†
Net expenses 1.65 %† 1.60 % 1.49 % 1.45 % 1.55 % 1.73 %†
Expenses (before waiver/reimbursement) 1.67 %† 1.73 %†
Portfolio turnover rate 41 % 105 % 107 % 140 % 75 % 49 %
Net assets at end of period (in 000's) $ 178,909 $ 167,568 $ 149,505 $ 451,242 $ 286,841 $ 115,681
</R> <R>

*

Commencement of operations.

</R> <R>

**

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fees have been reclassified from net realized and unrealized gain on investments to a separate line, "redemption fee", to conform to the current year presentation.

</R> <R>

(c)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(e)

Class I shares are not subject to sales charges.

</R> <R>

(f)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Global Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, April 30,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 7.67 $ 6.46 $ 10.00
Net investment income 0.10 0.11 0.08 (a)
Net realized and unrealized gain (loss) on investments 0.83 1.24 (3.57 )
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.00 )‡ (0.00 )‡
Total from investment operations 0.93 1.35 (3.49 )
Less dividends:
From net investment income (0.09 ) (0.14 ) (0.05 )
Redemption fee (b) - - 0.00 ‡(a)
Net asset value at end of period $ 8.51 $ 7.67 $ 6.46
Total investment return (c) 12.32 % 21.46 % (35.07 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.26 % 1.57 % 1.84 %†
Net expenses 1.20 % 1.20 % 1.20 %†
Expenses (before waiver/reimbursement) 1.72 % 1.68 % 2.18 %†
Portfolio turnover rate 79 % 106 % 75 %
Net assets at end of period (in 000's) $ 368 $ 209 $ 56
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31, April 30,
2008 *
through
October 31,
Class A 2010 2009 2008
Net asset value at beginning of period $ 7.68 $ 6.47 $ 10.00
Net investment income 0.12 0.10 0.09 (a)
Net realized and unrealized gain (loss) on investments 0.81 1.26 (3.57 )
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.00 )‡ (0.00 )‡
Total from investment operations 0.93 1.36 (3.48 )
Less dividends:
From net investment income (0.09 ) (0.15 ) (0.05 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a)
Net asset value at end of period $ 8.52 $ 7.68 $ 6.47
Total investment return (c) 12.36 % 21.49 % (34.97 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.30 % 1.63 % 2.02 %†
Net expenses 1.15 % 1.15 % 1.15 %†
Expenses (before waiver/reimbursement) 1.53 % 1.46 % 1.99 %†
Portfolio turnover rate 79 % 106 % 75 %
Net assets at end of period (in 000's) $ 2,398 $ 801 $ 374
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP Global Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, April 30,
2008 *
through
October 31,
Class C 2010 2009 2008
Net asset value at beginning of period $ 7.65 $ 6.45 $ 10.00
Net investment income 0.04 0.06 0.05 (a)
Net realized and unrealized gain (loss) on investments 0.83 1.24 (3.57 )
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.00 )‡ (0.00 )‡
Total from investment operations 0.87 1.30 (3.52 )
Less dividends:
From net investment income (0.04 ) (0.10 ) (0.03 )
Redemption fee (b) - - 0.00 ‡(a)
Net asset value at end of period $ 8.48 $ 7.65 $ 6.45
Total investment return (c) 11.45 % 20.56 % (35.26 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.49 % 0.71 % 1.15 %†
Net expenses 1.95 % 1.95 % 1.95 %†
Expenses (before waiver/reimbursement) 2.47 % 2.42 % 2.93 %†
Portfolio turnover rate 79 % 106 % 75 %
Net assets at end of period (in 000's) $ 172 $ 142 $ 20
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31, April 30,
2008 *
through
October 31,
Class I 2010 2009 2008
Net asset value at beginning of period $ 7.69 $ 6.47 $ 10.00
Net investment income 0.12 0.13 0.10 (a)
Net realized and unrealized gain (loss) on investments 0.83 1.25 (3.58 )
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.00 )‡ (0.00 )‡
Total from investment operations 0.95 1.38 (3.48 )
Less dividends:
From net investment income (0.11 ) (0.16 ) (0.05 )
Redemption fee (b) 0.00 ‡(a) - 0.00 ‡(a)
Net asset value at end of period $ 8.53 $ 7.69 $ 6.47
Total investment return (c) ,(d) 12.56 % 21.74 % (34.86 %)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.50 % 2.02 % 2.25 %†
Net expenses 0.90 % 0.90 % 0.90 %†
Expenses (before waiver/reimbursement) 1.27 % 1.20 % 1.74 %†
Portfolio turnover rate 79 % 106 % 75 %
Net assets at end of period (in 000's) $ 42,867 $ 37,680 $ 31,662
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Class I shares are not subject to sales charges.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>
</R> <R>

MainStay ICAP International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, April 29,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 27.05 $ 22.19 $ 36.83
Net investment income 0.29 (a) 0.49 (a) 0.47 (a)
Net realized and unrealized gain (loss) on investments 2.09 5.13 (14.56 )
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 )
Total from investment operations 2.38 5.61 (14.10 )
Less dividends and distributions:
From net investment income (0.28 ) (0.75 ) (0.54 )
From net realized gain on investments - - -
Total dividends and distributions (0.28 ) (0.75 ) (0.54 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a)
Net asset value at end of period $ 29.15 $ 27.05 $ 22.19
Total investment return (c) 9.02 % 25.99 % (38.80 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.07 % 2.14 % 2.96 %†
Net expenses 1.55 % 1.38 % 1.24 %†
Expenses (before waiver/reimbursement) 1.55 % 1.62 % 1.49 %†
Portfolio turnover rate 80 % 96 % 79 %
Net assets at end of period (in 000's) $ 10,343 $ 10,373 $ 8,674
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 27.05 $ 22.19 $ 38.22 $ 39.09 $ 37.00
Net investment income 0.37 (a) 0.50 (a) 0.77 (a) 0.57 (a) 0.00 ‡(a)
Net realized and unrealized gain (loss) on investments 2.07 5.19 (16.22 ) 3.67 3.58
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 ) - -
Total from investment operations 2.44 5.68 (15.46 ) 4.24 3.58
Less dividends and distributions:
From net investment income (0.31 ) (0.82 ) (0.57 ) (0.69 ) (0.79 )
From net realized gain on investments - - - (4.42 ) (0.70 )
Total dividends and distributions (0.31 ) (0.82 ) (0.57 ) (5.11 ) (1.49 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a)
Net asset value at end of period $ 29.18 $ 27.05 $ 22.19 $ 38.22 $ 39.09
Total investment return (c) 9.30 % 26.36 % (40.97 %)(d) 11.20 % 9.74 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.36 % 2.13 % 2.78 %† 1.36 % 0.04 %†
Net expenses 1.30 % 1.14 % 1.10 %† 1.15 % 1.15 %†
Expenses (before waiver/reimbursement) 1.36 % 1.37 % 1.31 %† 1.33 % 1.47 %†(e)
Portfolio turnover rate 80 % 96 % 79 % 109 % 155 %
Net assets at end of period (in 000's) $ 193,508 $ 138,355 $ 73,122 $ 121,098 $ 20,516
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>

(e)

Includes nonrecurring reimbursements from affiliates for International Revenue Service interest charge. If these nonrecurring reimbursements had not been made, the total investment return would have been 9.71%, 9.41%, 24.23%, 9.76%, 9.69% and 9.58% for Class A, Class C, Class I, Class R1, Class R2 and Class R3 shares, respectively, for the period ending December 31, 2006.

</R> <R>
</R> <R>

MainStay ICAP International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 26.87 $ 22.02 $ 38.04 $ 39.03 $ 37.00
Net investment income (loss) 0.08 (a) 0.29 (a) 0.54 (a) 0.25 (a) (0.09 )(a)
Net realized and unrealized gain (loss) on investments 2.09 5.13 (16.12 ) 3.66 3.56
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 ) - -
Total from investment operations 2.17 5.41 (15.59 ) 3.91 3.47
Less dividends and distributions:
From net investment income (0.17 ) (0.56 ) (0.43 ) (0.48 ) (0.74 )
From net realized gain on investments - - - (4.42 ) (0.70 )
Total dividends and distributions (0.17 ) (0.56 ) (0.43 ) (4.90 ) (1.44 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a)
Net asset value at end of period $ 28.87 $ 26.87 $ 22.02 $ 38.04 $ 39.03
Total investment return (c) 8.20 % 25.06 % (41.39 %)(d) 10.35 % 9.44 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 0.31 % 1.30 % 1.98 %† 0.60 % (0.69 %)†
Net expenses 2.29 % 2.13 % 1.96 %† 1.90 % 1.90 %†
Expenses (before waiver/reimbursement) 2.29 % 2.37 % 2.17 %† 2.08 % 2.22 %†(e)
Portfolio turnover rate 80 % 96 % 79 % 109 % 155 %
Net assets at end of period (in 000's) $ 15,538 $ 19,244 $ 19,586 $ 32,652 $ 7,266
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Total investment return is not annualized.

</R> <R>

(e)

Includes nonrecurring reimbursements from affiliates for International Revenue Service interest charge. If these nonrecurring reimbursements had not been made, the total investment return would have been 9.71%, 9.41%, 24.23%, 9.76%, 9.69% and 9.58% for Class A, Class C, Class I, Class R1, Class R2 and Class R3 shares, respectively, for the period ending December 31, 2006.

</R> <R>
</R> <R>

MainStay ICAP International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31,
Class I 2010 2009 2008 2007 2006 2005
Net asset value at beginning of period $ 27.12 $ 22.25 $ 38.26 $ 39.10 $ 32.89 $ 30.18
Net investment income 0.46 (a) 0.60 (a) 0.87 (a) 0.78 (a) 0.77 (a) 0.55
Net realized and unrealized gain (loss) on investments 2.08 5.15 (16.26 ) 3.59 7.16 5.20 (b)
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 ) - - -
Total from investment operations 2.54 5.74 (15.40 ) 4.37 7.93 5.75
Less dividends and distributions:
From net investment income (0.40 ) (0.87 ) (0.61 ) (0.79 ) (1.03 ) (0.54 )
From net realized gain on investments - - - (4.42 ) (0.70 ) (2.50 )
Total dividends and distributions (0.40 ) (0.87 ) (0.61 ) (5.21 ) (1.73 ) (3.04 )
Redemption fee (c) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.01 (a) 0.00 ‡(b)
Net asset value at end of period $ 29.26 $ 27.12 $ 22.25 $ 38.26 $ 39.10 $ 32.89
Total investment return (d) ,(e) 9.62 % 26.71 % (40.81 %)(f) 11.52 % 24.30 %(g) 19.15 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.70 % 2.59 % 3.12 %† 1.86 % 2.09 % 2.05 %
Net expenses 0.95 % 0.85 % 0.80 %† 0.80 % 0.80 % 0.80 %
Expenses (before waiver/reimbursement) 1.11 % 1.13 % 1.01 %† 0.98 % 1.01 %(g) 1.12 %
Portfolio turnover rate 80 % 96 % 79 % 109 % 155 % 139 %
Net assets at end of period (in 000's) $ 587,673 $ 487,411 $ 389,517 $ 753,984 $ 568,662 $ 179,787
</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fees have been reclassified from net realized and unrealized gain on investments to a separate line, "redemption fee", to conform to the current year presentation.

</R> <R>

(c)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(e)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(f)

Total investment return is not annualized.

</R> <R>

(g)

Includes nonrecurring reimbursements from affiliates for International Revenue Service interest charge. If these nonrecurring reimbursements had not been made, the total investment return would have been 9.71%, 9.41%, 24.23%, 9.76%, 9.69% and 9.58% for Class A, Class C, Class I, Class R1, Class R2 and Class R3 shares, respectively, for the period ending December 31, 2006.

</R> <R>
</R> <R>

MainStay ICAP International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 27.07 $ 22.22 $ 38.23 $ 39.08 $ 37.00
Net investment income 0.40 (a) 0.59 (a) 0.82 (a) 0.47 (a) 0.13 (a)
Net realized and unrealized gain (loss) on investments 2.10 5.12 (16.22 ) 3.86 3.46
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 ) - -
Total from investment operations 2.50 5.70 (15.41 ) 4.33 3.59
Less dividends and distributions:
From net investment income (0.35 ) (0.85 ) (0.60 ) (0.76 ) (0.81 )
From net realized gain on investments - - - (4.42 ) (0.70 )
Total dividends and distributions (0.35 ) (0.85 ) (0.60 ) (5.18 ) (1.51 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a)
Net asset value at end of period $ 29.22 $ 27.07 $ 22.22 $ 38.23 $ 39.08
Total investment return (c) ,(d) 9.48 % 26.56 % (40.89 %)(e) 11.41 % 9.78 %(e)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.47 % 2.54 % 2.95 %† 1.12 % 1.04 %†
Net expenses 1.10 % 0.99 % 0.90 %† 0.90 % 0.90 %†
Expenses (before waiver/reimbursement) 1.21 % 1.22 % 1.11 %† 1.08 % 1.22 %†(f)
Portfolio turnover rate 80 % 96 % 79 % 109 % 155 %
Net assets at end of period (in 000's) $ 949 $ 675 $ 170 $ 418 $ 27
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>

(f)

Includes nonrecurring reimbursements from affiliates for International Revenue Service interest charge. If these nonrecurring reimbursements had not been made, the total investment return would have been 9.71%, 9.41%, 24.23%, 9.76%, 9.69% and 9.58% for Class A, Class C, Class I, Class R1, Class R2 and Class R3 shares, respectively, for the period ending December 31, 2006.

</R> <R>
</R> <R>

MainStay ICAP International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 27.05 $ 22.18 $ 38.20 $ 39.08 $ 37.00
Net investment income (loss) 0.32 (a) 0.44 (a) 0.74 (a) 0.35 (a) (0.03 )(a)
Net realized and unrealized gain (loss) on investments 2.07 5.23 (16.20 ) 3.88 3.61
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 ) - -
Total from investment operations 2.39 5.66 (15.47 ) 4.23 3.58
Less dividends and distributions:
From net investment income (0.30 ) (0.79 ) (0.55 ) (0.69 ) (0.80 )
From net realized gain on investments - - - (4.42 ) (0.70 )
Total dividends and distributions (0.30 ) (0.79 ) (0.55 ) (5.11 ) (1.50 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a)
Net asset value at end of period $ 29.14 $ 27.05 $ 22.18 $ 38.20 $ 39.08
Total investment return (c) ,(d) 9.06 % 26.27 % (41.00 %)(e) 11.16 % 9.72 %(e)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 1.17 % 1.84 % 2.72 %† 0.83 % (0.20 %)†
Net expenses 1.46 % 1.27 % 1.15 %† 1.15 % 1.15 %†
Expenses (before waiver/reimbursement) 1.46 % 1.47 % 1.36 %† 1.33 % 1.47 %†(f)
Portfolio turnover rate 80 % 96 % 79 % 109 % 155 %
Net assets at end of period (in 000's) $ 39,156 $ 27,480 $ 9,445 $ 12,816 $ 2,533
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>

(f)

Includes nonrecurring reimbursements from affiliates for International Revenue Service interest charge. If these nonrecurring reimbursements had not been made, the total investment return would have been 9.71%, 9.41%, 24.23%, 9.76%, 9.69% and 9.58% for Class A, Class C, Class I, Class R1, Class R2 and Class R3 shares, respectively, for the period ending December 31, 2006.

</R> <R>
</R> <R>

MainStay ICAP International Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, January 1, 2008 through October 31, (1) Year ended December 31, September 1, 2006 * through December 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 26.95 $ 22.13 $ 38.13 $ 39.06 $ 37.00
Net investment income 0.25 (a) 0.39 (a) 0.75 (a) 0.21 (a) 0.07 (a)
Net realized and unrealized gain (loss) on investments 2.08 5.19 (16.24 ) 3.89 3.45
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 (0.01 ) (0.01 ) - -
Total from investment operations 2.33 5.57 (15.50 ) 4.10 3.52
Less dividends and distributions:
From net investment income (0.27 ) (0.75 ) (0.50 ) (0.61 ) (0.76 )
From net realized gain on investments - - - (4.42 ) (0.70 )
Total dividends and distributions (0.27 ) (0.75 ) (0.50 ) (5.03 ) (1.46 )
Redemption fee (b) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) 0.00 ‡(a) -
Net asset value at end of period $ 29.01 $ 26.95 $ 22.13 $ 38.13 $ 39.06
Total investment return (c) ,(d) 8.85 % 25.87 % (41.11 %)(e) 10.82 % 9.60 %(e)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.91 % 1.60 % 2.77 %† 0.49 % 0.55 %†
Net expenses 1.71 % 1.54 % 1.40 %† 1.40 % 1.40 %†
Expenses (before waiver/reimbursement) 1.71 % 1.72 % 1.62 %† 1.58 % 1.72 %†(f)
Portfolio turnover rate 80 % 96 % 79 % 109 % 155 %
Net assets at end of period (in 000's) $ 10,208 $ 6,536 $ 1,112 $ 289 $ 27
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(1)

The Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(d)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>

(f)

Includes nonrecurring reimbursements from affiliates for International Revenue Service interest charge. If these nonrecurring reimbursements had not been made, the total investment return would have been 9.71%, 9.41%, 24.23%, 9.76%, 9.69% and 9.58% for Class A, Class C, Class I, Class R1, Class R2 and Class R3 shares, respectively, for the period ending December 31, 2006.

</R> <R>
</R> <R>

MainStay International Equity Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

</R> <R>
Year ended October 31, February 28,
2008 *
through
October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 12.24 $ 10.96 $ 14.70
Net investment income (a) 0.22 (b) 0.23 0.36
Net realized and unrealized gain (loss) on investments 0.44 1.73 (4.31 )
Net realized and unrealized gain (loss) on foreign currency transactions 0.08 0.18 0.21
Total from investment operations 0.74 2.14 (3.74 )
Less dividends:
From net investment income (0.32 ) (0.86 )
Redemption fee (a) ,(c) 0.00 0.00 0.00
Net asset value at end of period $ 12.66 $ 12.24 $ 10.96
Total investment return (d) 6.11 % 21.20 % (25.44 %)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.82 %(b) 2.19 % 3.91 %†
Net expenses 1.75 % 1.71 % 1.70 %†
Expenses (before recoupment/waiver/reimbursement) 1.75 % 1.86 % 1.73 %†
Portfolio turnover rate 54 % 88 % 82 %
Net assets at end of period (in 000's) $ 39,843 $ 39,969 $ 35,429
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R> <R>

Less than one cent per share.

</R> <R>

(a)

Per share data based on average shares outstanding during the period.

</R> <R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(e)

Total investment return is not annualized.

</R> <R>
Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.24 $ 10.97 $ 18.09 $ 16.69 $ 13.53
Net investment income (a) 0.25 (b) 0.26 0.41 0.22 0.24
Net realized and unrealized gain (loss) on investments 0.44 1.73 (6.10 ) 2.54 3.65 (c)
Net realized and unrealized gain (loss) on foreign currency transactions 0.08 0.18 0.30 (0.17 ) (0.10 )
Total from investment operations 0.77 2.17 (5.39 ) 2.59 3.79
Less dividends and distributions:
From net investment income (0.35 ) (0.90 ) (0.05 ) (0.07 ) (0.04 )
From net realized gain on investments (1.68 ) (1.12 ) (0.59 )
Total dividends and distributions (0.35 ) (0.90 ) (1.73 ) (1.19 ) (0.63 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 12.66 $ 12.24 $ 10.97 $ 18.09 $ 16.69
Total investment return (e) 6.31 % 21.57 % (32.67 %) 16.30 % 29.11 %(c)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.11 %(b) 2.40 % 2.79 % 1.25 % 1.65 %
Net expenses 1.44 % 1.39 % 1.47 % 1.58 % 1.62 %
Expenses (before recoupment/waiver/reimbursement) 1.44 % 1.42 % 1.47 % 1.55 % 1.67 %(f)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 104,169 $ 117,023 $ 63,470 $ 186,738 $ 145,964
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R>

MainStay International Equity Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 11.33 $ 10.17 $ 16.99 $ 15.78 $ 12.88
Net investment income (a) 0.12 (b) 0.14 0.28 0.09 0.15
Net realized and unrealized gain (loss) on investments 0.39 1.61 (5.70 ) 2.40 3.43 (c)
Net realized and unrealized gain (loss) on foreign currency transactions 0.07 0.16 0.28 (0.16 ) (0.09 )
Total from investment operations 0.58 1.91 (5.14 ) 2.33 3.49
Less dividends and distributions:
From net investment income (0.24 ) (0.75 )
From net realized gain on investment (1.68 ) (1.12 ) (0.59 )
Total dividends and distributions (0.24 ) (0.75 ) (1.68 ) (1.12 ) (0.59 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 11.67 $ 11.33 $ 10.17 $ 16.99 $ 15.78
Total investment return (e) 5.17 % 20.31 % (33.36 %) 15.48 % 28.13 %(c)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.04 %(b) 1.41 % 2.10 % 0.52 % 1.11 %
Net expenses 2.50 % 2.46 % 2.40 % 2.35 % 2.37 %
Expenses (before recoupment/waiver/reimbursement) 2.50 % 2.62 % 2.42 % 2.30 % 2.41 %(f)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 31,314 $ 36,397 $ 37,098 $ 76,081 $ 67,150
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R> <R>
Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 11.32 $ 10.17 $ 16.98 $ 15.77 $ 12.87
Net investment income (a) 0.12 (b) 0.13 0.29 0.09 0.13
Net realized and unrealized gain (loss) on investments 0.41 1.61 (5.69 ) 2.40 3.45 (c)
Net realized and unrealized gain (loss) o foreign currency transactions 0.07 0.16 0.27 (0.16 ) (0.09 )
Total from investment operations 0.60 1.90 (5.13 ) 2.33 3.49
Less dividends and distributions:
From net investment income (0.24 ) (0.75 )
From net realized gain on investments (1.68 ) (1.12 ) (0.59 )
Total dividends and distributions (0.24 ) (0.75 ) (1.68 ) (1.12 ) (0.59 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 11.68 $ 11.32 $ 10.17 $ 16.98 $ 15.77
Total investment return (e) 5.23 % 20.32 % (33.32 %) 15.49 % 28.15 %(c)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.09 %(b) 1.34 % 2.12 % 0.53 % 0.91 %
Net expenses 2.50 % 2.46 % 2.39 % 2.33 % 2.37 %
Expenses (before recoupment/waiver/reimbursement) 2.50 % 2.60 % 2.41 % 2.30 % 2.42 %(f)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 19,242 $ 19,079 $ 10,976 $ 25,677 $ 17,026
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R>

MainStay International Equity Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.33 $ 11.05 $ 18.23 $ 16.79 $ 13.60
Net investment income (a) 0.29 (b) 0.29 0.50 0.31 0.33
Net realized and unrealized gain (loss) on investments 0.43 1.75 (6.16 ) 2.56 3.66 (c)
Net realized and unrealized gain (loss) on foreign currency transactions 0.08 0.18 0.30 (0.16 ) (0.10 )
Total from investment operations 0.80 2.22 (5.36 ) 2.71 3.89
Less dividends and distributions:
From net investment income (0.38 ) (0.94 ) (0.14 ) (0.15 ) (0.11 )
From net realized gain on investments (1.68 ) (1.12 ) (0.59 )
Total dividends and distributions (0.38 ) (0.94 ) (1.82 ) (1.27 ) (0.70 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 12.75 $ 12.33 $ 11.05 $ 18.23 $ 16.79
Total investment return (e) ,(f) 6.61 % 22.01 % (32.44 %) 16.96 % 29.94 %(c)(g)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.40 %(b) 2.70 % 3.48 % 1.80 % 2.22 %
Net expenses 1.18 % 1.08 % 1.03 % 1.03 % 1.01 %
Expenses (before recoupment/waiver/reimbursement) 1.18 % 1.17 % 1.05 % 1.02 % 1.08 %(g)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 373,332 $ 387,245 $ 371,975 $ 631,206 $ 520,233
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(g)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R> <R></R> <R></R> <R>
Year ended October 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.25 $ 10.98 $ 18.13 $ 16.71 $ 13.54
Net investment income (a) 0.27 (b) 0.28 0.49 0.29 0.32
Net realized and unrealized gain (loss) on investments 0.44 1.74 (6.13 ) 2.55 3.64 (c)
Net realized and unrealized gain (loss) on foreign currency transactions 0.08 0.18 0.30 (0.16 ) (0.10 )
Total from investment operations 0.79 2.20 (5.34 ) 2.68 3.86
Less dividends and distributions:
From net investment income (0.37 ) (0.93 ) (0.13 ) (0.14 ) (0.10 )
From net realized gain on investments (1.68 ) (1.12 ) (0.59 )
Total dividends and distributions (0.37 ) (0.93 ) (1.81 ) (1.26 ) (0.69 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 12.67 $ 12.25 $ 10.98 $ 18.13 $ 16.71
Total investment return (e) ,(f) 6.58 % 21.89 % (32.53 %) 16.88 % 29.76 %(c)(g)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.30 %(b) 2.58 % 3.40 % 1.68 % 2.19 %
Net expenses 1.29 % 1.19 % 1.13 % 1.13 % 1.12 %
Expenses (before recoupment/waiver/reimbursement) 1.29 % 1.27 % 1.15 % 1.12 % 1.17 %(g)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 6,225 $ 5,348 $ 2,755 $ 4,158 $ 3,893
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(g)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R>

MainStay International Equity Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.27 $ 10.99 $ 18.14 $ 16.72 $ 13.55
Net investment income (a) 0.25 (b) 0.16 0.46 0.24 0.31
Net realized and unrealized gain (loss) on investments 0.43 1.82 (6.14 ) 2.57 3.62 (c)
Net realized and unrealized gain (loss) on foreign currency transactions 0.08 0.19 0.30 (0.16 ) (0.10 )
Total from investment operations 0.76 2.17 (5.38 ) 2.65 3.83
Less dividends and distributions:
From net investment income (0.34 ) (0.89 ) (0.09 ) (0.11 ) (0.07 )
From net realized gain on investments (1.68 ) (1.12 ) (0.59 )
Total dividends and distributions (0.34 ) (0.89 ) (1.77 ) (1.23 ) (0.66 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 12.69 $ 12.27 $ 10.99 $ 18.14 $ 16.72
Total investment return (e) ,(f) 6.32 % 21.53 % (32.63 %) 16.49 % 29.53 %(c)(g)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.09 %(b) 1.39 % 3.24 % 1.38 % 2.07 %
Net expenses 1.54 % 1.50 % 1.38 % 1.38 % 1.37 %
Expenses (before recoupement/waiver/reimbursement) 1.54 % 1.54 % 1.40 % 1.37 % 1.42 %(g)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 10,942 $ 7,826 $ 274 $ 358 $ 289
</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(g)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R>

MainStay International Equity Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

<R>
Year ended October 31, April 28,
2006 *
through
October 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 12.24 $ 10.95 $ 18.10 $ 16.70 $ 15.26
Net investment income (a) 0.24 (b) 0.26 0.42 0.13 0.13
Net realized and unrealized gain (loss) on investments 0.41 1.72 (6.13 ) 2.64 1.35 (c)
Net realized and unrealized gain (loss) on foreign currency transactions 0.07 0.17 0.30 (0.17 ) (0.04 )
Total from investment operations 0.72 2.15 (5.41 ) 2.60 1.44
Less dividends and distributions
From net investment income (0.32 ) (0.86 ) (0.06 ) (0.08 )
From net realized gain on investments (1.68 ) (1.12 )
Total dividends and distributions (0.32 ) (0.86 ) (1.74 ) (1.20 )
Redemption fee (a) ,(d) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 12.64 $ 12.24 $ 10.95 $ 18.10 $ 16.70
Total investment return (e) ,(f) 5.99 % 21.31 % (32.86 %) 16.35 % 9.44 %(g)
Ratios(to average net assets)/Supplemental Data:
Net investment income 2.00 %(b) 2.45 % 2.93 % 0.76 % 1.60 %†
Net expenses 1.79 % 1.69 % 1.63 % 1.63 % 1.59 %†
Expenses (before recoupment/waiver/reimbursement) 1.79 % 1.77 % 1.65 % 1.62 % 1.70 %†(h)
Portfolio turnover rate 54 % 88 % 82 % 49 % 50 %
Net assets at end of period (in 000's) $ 737 $ 322 $ 37 $ 57 $ 11
</R> <R>

*

Commencement of operations.

</R> <R>

Annualized.

</R>

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

<R>

(b)

Included in net investment income per share and the ratio of net investment to average net assets are $0.03 per share and 0.29%, respectively, resulting from a special one-time dividend from Ryanair Holdings PLC that paid $0.30 per share.

</R> <R>

(c)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses were $0.02 per share on net realized gains on investments and the effect on total investment return was less than 0.01%, respectively.

</R> <R>

(d)

The redemption fee was discontinued as of April 1, 2010.

</R> <R>

(e)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

</R> <R>

(f)

Classes I, R1, R2 and R3 are not subject to sales charges.

</R> <R>

(g)

Total investment return is not annualized.

</R> <R>

(h)

Includes nonrecurring reimbursements from the Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

</R> <R>

No dealer, sales representative or any other person is authorized to give any information or to make any representations other than those contained in this Prospectus and in the Statement of Additional Information ("SAI"), in connection with the offer contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds or the Distributor. This Prospectus and the SAI do not constitute an offer by the Funds or by the Distributor to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer in such jurisdiction.

Statement of Additional Information

Provides more details about the Funds. The current SAI is incorporated by reference into the Prospectus and has been filed with the SEC.

Annual/Semi-Annual Reports

Provide additional information about the Funds' investments and include discussions of market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

To obtain information:

More information about the Funds, including the SAI and the Annual/Semi-Annual Reports, is available, without charge, upon request. To obtain information, or for shareholder inquiries, call toll-free 800-MAINSTAY (624-6782) , visit our website at mainstayinvestments.com , or write to NYLIFE Distributors LLC, Attn: MainStay Marketing Dept., 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

You can also review and copy information about the Funds (including the SAI) by visiting the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090). This information is also available on the EDGAR database on the SEC's Internet site at http://www.sec.gov . Copies of this information may be obtained by paying a duplicating fee and sending an e-mail to publicinfo@sec.gov or writing the SEC's Public Reference Section, Washington, DC 20549-0102.

NYLIFE Distributors LLC
169 Lackawanna Avenue
Parsippany, New Jersey 07054
NYLIFE Distributors LLC is the Distributor of the MainStay Funds

MainStay Investments is a registered service mark and name under which New York Life Investment Management LLC does business. MainStay Investments, an indirect subsidiary of New York Life Insurance Company, New York, New York 10010, provides investment advisory products and services.

SEC File Number: 811-04847 (Eclipse Funds)
SEC File Number:
811-22321 (MainStay Funds Trust)
SEC File Number: 811-04550 (The MainStay Funds)

For more information call 800-MAINSTAY (624-6782) or visit our website at mainstayinvestments.com .

MS01e-02/11
EQ

</R>
 
 

   

Prospectus for MainStay Income and Blended Funds February 28, 2011
MainStay ® Funds

Investor Class

Class A

Class B

Class C

Class I

Class R1

Class R2

Class R3

INCOME FUNDS

MainStay Cash Reserves Fund

-

-

-

-

MRSXX

-

-

-

MainStay Flexible Bond Opportunities Fund

MSYDX

MASAX

MASBX

MSICX

MSDIX

-

-

-

MainStay Floating Rate Fund

MXFNX

MXFAX

MXFBX

MXFCX

MXFIX

-

-

-

MainStay Government Fund

MGVNX

MGVAX

MCSGX

MGVCX

MGOIX

-

-

-

MainStay High Yield Corporate Bond Fund

MHHIX

MHCAX

MKHCX

MYHCX

MHYIX

-

MHYRX

-

MainStay High Yield Municipal Bond Fund

MMHVX

MMHAX

-

MMHDX

MMHIX

-

-

-

MainStay High Yield Opportunities Fund

MYHNX

MYHAX

-

MYHYX

MYHIX

-

-

-

MainStay Indexed Bond Fund

MIXNX

MIXAX

-

-

MIXIX

-

-

-

MainStay Intermediate Term Bond Fund

MTMNX

MTMAX

MTMBX

MTMCX

MTMIX

-

-

-

MainStay Money Market Fund

MKTXX

MMAXX

MKMXX

MSCXX

-

-

-

-

MainStay Principal Preservation Fund

-

-

-

-

MCPXX

-

-

-

MainStay Short Term Bond Fund

MYTBX

MSTAX

-

-

MSTIX

-

-

-

MainStay Tax Free Bond Fund

MKINX

MTBAX

MKTBX

MTFCX

MTBIX

-

-

-

INTERNATIONAL INCOME FUND

-

MainStay Global High Income Fund

MGHHX

MGHAX

MGHBX

MHYCX

MGHIX

-

-

-

BLENDED FUNDS

MainStay Balanced Fund

MBINX

MBNAX

MBNBX

MBACX

MBAIX

MBNRX

MBCRX

MBDRX

MainStay Convertible Fund

MCINX

MCOAX

MCSVX

MCCVX

MCNVX

-

-

-

MainStay Income Builder Fund

MTINX

MTRAX

MKTRX

MCTRX

MTOIX

-

-

-

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

What's Inside?

4

MainStay Cash Reserves Fund

8

MainStay Flexible Bond Opportunities Fund

15

MainStay Floating Rate Fund

20

MainStay Government Fund

25

MainStay High Yield Corporate Bond Fund

31

MainStay High Yield Municipal Bond Fund

36

MainStay High Yield Opportunities Fund

43

MainStay Indexed Bond Fund

48

MainStay Intermediate Term Bond Fund

54

MainStay Money Market Fund

59

MainStay Principal Preservation Fund

63

MainStay Short Term Bond Fund

68

MainStay Tax Free Bond Fund

 

International Income Fund

73

MainStay Global High Income Fund

 

Blended Funds

79

MainStay Balanced Fund

85

MainStay Convertible Fund

90

MainStay Income Builder Fund

97

More About Investment Strategies and Risks

108

Shareholder Guide

145

Know With Whom You Are Investing

152

Financial Highlights

196

Appendix A – Taxable Equivalent Yield Table

MainStay Cash Reserves Fund

Investment Objective

The Fund seeks a high level of current income while preserving capital and maintaining liquidity.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1 0.43%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.16%
Total Annual Fund Operating Expenses 2 0.59%
Waivers / Reimbursements 2 (0.09)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 0.50%

1

The management fee is as follows: 0.45% on assets up to $500 million; 0.40% on assets from $500 million to $1 billion; and 0.35% on assets in excess of $1 billion.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class I shares do not exceed 0.50% of its average daily net assets. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Class I
1 Year $ 51
3 Years $ 180
5 Years $ 320
10 Years $ 729

Principal Investment Strategies

The Fund invests in short-term, high-quality, U.S. dollar-denominated securities that generally mature in 397 days (13 months) or less. The Fund maintains a dollar-weighted average maturity of 60 days or less and maintains a dollar-weighted average life to maturity of 120 days or less. The Fund seeks to maintain a stable $1.00 net asset value per share.

The Fund may invest in obligations issued or guaranteed by the U.S. government or any of its agencies or instrumentalities; U.S. and foreign bank and bank holding company obligations, such as certificates of deposit ("CDs"), bankers' acceptances and Eurodollars; commercial paper; time deposits; repurchase agreements; and corporate debt securities. The Fund may invest in variable rate notes, floaters, and mortgage-related and asset-backed securities. The Fund may also invest in foreign securities that are U.S. dollar-denominated securities of foreign issuers.

The Fund will generally invest in obligations that mature in 397 days or less and substantially all of which will be held to maturity. However, the Fund may invest in securities with a face maturity of more than 397 days provided that the security is a variable or floating rate note that meets the applicable guidelines with respect to maturity. Additionally, securities collateralizing repurchase agreements may have maturities in excess of 397 days.

Investment Process: New York Life Investments, the Fund's Manager, seeks to achieve the highest yield relative to minimizing risk while also maintaining liquidity and preserving principal. The Manager selects securities based on an analysis of the creditworthiness of the issuer. The Manager works to add value by emphasizing specific securities and sectors of the money market that appear to be attractively priced based upon historical and current yield spread relationships.

The Manager may sell a security prior to maturity if it no longer believes that the security will contribute to meeting the investment objective of the Fund.

Principal Risks

Stable Net Asset Value Risk: An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. This could occur because of unusual market conditions or a sudden collapse in the creditworthiness of a company once believed to be an issuer of high-quality, short-term securities.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Manager may not produce the desired results.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up (long-term debt securities will normally have more price volatility because of interest rate risk than short-term debt securities); (v) selection risk, i.e. , the securities selected by the Manager may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund's income, if the proceeds are reinvested at lower interest rates.

Additional risks associated with an investment in the Fund include the following: (i) not all U.S. government securities are insured or guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt; and (ii) the Fund's yield will fluctuate with changes in short-term interest rates.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Manager to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Money Market Fund Regulatory Risk: The Securities and Exchange Commission ("SEC") recently imposed new liquidity, credit quality, and maturity requirements on all money market funds. Because of these changes, the Fund may achieve a reduced yield as compared to the yield achieved prior to the changes. The SEC may adopt additional money market fund regulations in the future, which may impact the operation or performance of the Fund .

Yield Risk: There can be no guarantee that the Fund will achieve or maintain any particular level of yield.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns for the one-, five- and ten-year periods compare to those of a money market fund average. The Average Lipper Institutional Money Market Fund is an equally weighted performance average adjusted for capital gains distributions and income dividends of all of the institutional money market funds in the Lipper Universe. Lipper Inc., a wholly-owned subsidiary of Reuters Group PLC, is an independent monitor of mutual fund performance. Lipper averages are not class specific. Lipper returns are unaudited.

Past performance is not necessarily an indication of how the Fund will perform in the future.

For current yield information, call toll-free: 800-MAINSTAY (624-6782).

Annual Returns, Class I Shares

(by calendar year 2001-2010)

   

Best Quarter

1Q/01

1.37%

Worst Quarter

1Q/10

0.00%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Class I 0.01% 2.33% 2.15%
7-day current yield
Class I: 0.01%
Average Lipper Institutional Money Market Fund (reflects no deductions for fees, expenses, or taxes) 0.08% 2.51% 2.29%

Management

New York Life Investments serves as Manager and is responsible for the day-to-day portfolio management of the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

David E. Clement, Director

Since 1991

Thomas J. Girard, Managing Director

Since 2009

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Investments, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $5,000,000 for individual investors applies if you invest in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates, but there are no minimum subsequent purchase amounts. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Flexible Bond Opportunities Fund
(formerly known as MainStay Diversified Income Fund)

Investment Objective

The Fund seeks to provide current income and total return by investing primarily in domestic and foreign debt securities.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.63% 0.63% 0.63% 0.63% 0.63%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses
Interest Expense on Securities Sold Short 3 0.24% 0.24% 0.24% 0.24% 0.24%
Broker Fees and Charges on Short Sales 3 0.02% 0.02% 0.02% 0.02% 0.02%
Remainder of Other Expenses 0.57% 0.33% 0.57% 0.57% 0.32%
Total Other Expenses 0.83% 0.59% 0.83% 0.83% 0.58%
Total Annual Fund Operating Expenses 4 1.71% 1.47% 2.46% 2.46% 1.21%
Waivers / Reimbursements 4 (0.05)% (0.05)% (0.05)% (0.05)% (0.05)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 4 1.66% 1.42% 2.41% 2.41% 1.16%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.60% on assets up to $500 million; 0.55% on assets from $500 million up to $1 billion; and 0.50% on assets in excess of $1 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.03% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

3

Based on estimated amounts for the current fiscal year.

4

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.16% its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 611 $ 588 $ 244 $ 744 $ 244 $ 344 $ 118
3 Years $ 960 $ 889 $ 762 $ 1,062 $ 762 $ 762 $ 379
5 Years $ 1,332 $ 1,212 $ 1,306 $ 1,506 $ 1,306 $ 1,306 $ 660
10 Years $ 2,375 $ 2,124 $ 2,607 $ 2,607 $ 2,792 $ 2,792 $ 1,462

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 80% of the average value of its portfolio.

Principal Investment Strategies

The Fund , under normal conditions, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in a diversified portfolio of debt or debt-related securities such as: debt or debt-related securities issued or guaranteed by the U.S. or foreign governments, their agencies or instrumentalities; obligations of international or supranational entities; debt or debt-related securities issued by U.S. or foreign corporate entities; zero coupon bonds; municipal bonds; mortgage-related and other asset-backed securities; loan participation interests; convertible bonds; and variable or floating rate debt securities. The securities may be denominated in U.S. or foreign currencies, and may have fixed, variable, floating or inverse floating rates of interest. Maturities of the securities held by the Fund will vary. The Fund may invest up to 20% of its net assets in equity securities. The Fund may invest without limitation in securities of foreign issuers.

The Fund may take long and short positions. The Fund 's long positions, either through direct long positions or through credit default swaps or total return swaps, may aggregate up to 120% of the Fund 's net assets. The Fund 's short positions, either through direct short positions or through credit default swaps or total return swaps, may aggregate up to 20% of the Fund 's net assets. The proceeds from the Fund 's short positions may be used to purchase all or a portion of the additional long positions. The long and short positions held by the Fund may vary over time as market opportunities develop.

Short sales are intended to allow the Fund to earn returns on securities that MacKay Shields LLC, the Fund 's Subadvisor, believes will underperform the benchmark index and may allow the Fund to maintain additional long positions.

The Fund may invest in derivatives, such as futures, options, forward commitments and swap agreements to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings or manage duration. The Fund may invest up to 15% of its total assets in swaps.

Investment Process: The Subadvisor seeks to identify investment opportunities based on the financial condition and competitiveness of individual companies and, in the process, utilizes fundamental economic cycle analysis, and considers credit quality and interest rate trends.

The Fund invests in various bond market sectors (U.S. government including mortgage-related and asset-backed securities, foreign government, U.S. corporate and foreign corporate, including below investment grade or non-investment grade securities in each of these sectors). The Subadvisor allocates the Fund's investments among the various bond market sectors based on current and projected economic and market conditions.

The Fund's principal investments also may include debt securities that are rated below investment grade by Standard & Poor's ("S&P") or Moody's Investor Service Inc. ("Moody's") or, if unrated, determined by the Subadvisor to be of comparable quality. Some securities that are rated below investment grade by S&P or Moody's are referred to as "junk bonds." If S&P and Moody's assign different ratings to the same security, the Fund will use the higher rating for purposes of determining the security's credit quality. The Fund's investments also include floaters, variable rate notes, when-issued securities and forward commitments. The Fund may enter into mortgage dollar roll transactions, invest in to-be-announced ("TBA") securities, buy and sell currency on a spot basis, buy foreign currency options and may enter into foreign currency forward contracts.

The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the domestic economy, the condition of foreign economies, and meaningful changes in the issuer's financial condition, including changes in the issuer's credit risk and competitiveness.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Short Selling Risk: If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. The Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, the Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons.

The Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with the Fund's custodian to cover the Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Fund may not be able to substitute or sell the pledged collateral. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover the short sale obligations. This may limit the Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot go below zero.

By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long positions and make any change in the Fund's net asset value greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that the Fund will leverage its portfolio, or if it does, that the Fund's leveraging strategy will be successful.

Regulatory authorities in the United States or other countries may prohibit or restrict the ability of the Fund to fully implement its short-selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund's ability to fully implement its investment strategies.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

TBA Securities Risk: The principal risks are that the counterparty may not deliver the security as promised and/or that the value of the TBA security may decline prior to when the Fund receives the security.

When-Issued Securities Risk: The principal risk of transactions involving when-issued securities is that the security will be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as its primary benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class I shares, first offered on January 2, 2004, include the historical performance of Class A shares through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Effective February 28, 2011, the Fund changed its investment strategies. The past performance in the bar chart and table reflect the Fund's prior investment objective and principal investments strategies.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

3Q/09

9.93%

Worst Quarter

4Q/08

-7.60%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 6.12% 5.64% 6.72%
Class A 6.30% 5.71% 6.76%
Class B 5.15% 5.50% 6.41%
Class C 9.16% 5.80% 6.40%
Class I 11.56% 7.05% 7.58%
Return After Taxes on Distributions
Class B 3.08% 3.54% 4.45%
Return After Taxes on Distributions and Sale of Fund Shares
Class B 3.33% 3.52% 4.35%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 5.80% 5.84%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service Date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since 2009

Michael Kimble, Managing Director

Since 2009

Louis N. Cohen, Managing Director

Since 2009

Taylor Wagenseil, Managing Director

Since 2009

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Floating Rate Fund

Investment Objective

The Fund seeks to provide high current income.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 3.00% 3.00% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 3.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.60% 0.60% 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.25% 0.15% 0.25% 0.25% 0.15%
Total Annual Fund Operating Expenses 1.10% 1.00% 1.85% 1.85% 0.75%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.60% on assets up to $1 billion and 0.575% on assets in excess of $1 billion.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The Example also reflects Class B shares converting into Investor Class shares in year 4; fees could be lower if you are eligible to convert to Class A shares instead. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 409 $ 399 $ 188 $ 488 $ 188 $ 288 $ 77
3 Years $ 639 $ 609 $ 582 $ 782 $ 582 $ 582 $ 240
5 Years $ 888 $ 836 $ 915 $ 915 $ 1,001 $ 1,001 $ 417
10 Years $ 1,600 $ 1,488 $ 1,628 $ 1,628 $ 2,169 $ 2,169 $ 930

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 10% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in a portfolio of floating rate loans and other floating rate debt securities. The Fund may also purchase fixed-income debt securities and money market securities or instruments. When New York Life Investments, the Fund's Manager, believes that market or economic conditions are unfavorable to investors, up to 100% of the Fund's assets may be invested in money market or short-term debt securities. The Manager may also invest in these types of securities or hold cash while looking for suitable investment opportunities or to maintain liquidity.

The Fund may invest up to 25% of its total assets in foreign securities which are generally U.S. dollar-denominated loans and other debt securities issued by one or more non-U.S. borrower(s) without a U.S. domiciled co-borrower.

Investment Process: The Manager seeks to identify investment opportunities based on the financial condition and competitiveness of individual companies. The Manager seeks to invest in companies with a high margin of safety that are leaders in industries with high barriers to entry. The Manager prefers companies with positive free cash flow, solid asset coverage and management teams with strong track records. In virtually every phase of the investment process, the Manager attempts to control risk and limit defaults.

Floating rate loans may offer a favorable yield spread over other short-term fixed income alternatives. Historically, floating rate loans have displayed little correlation to the movements of U.S. common stocks, high-grade bonds and U.S. government securities. Some securities that are rated below investment grade by Moody's Investor Service, Inc. ("Moody's") or Standard & Poor's ("S&P") are commonly referred to as junk bonds. Floating rate loans are speculative investments and are usually rated below investment grade. They typically have less credit risk and historically have had lower default rates than junk bonds. These loans are typically the most senior source of capital in a borrower's capital structure and usually have certain of the borrower's assets pledged as collateral. Floating rate loans feature rates that reset regularly, maintaining a fixed spread over the London InterBank Offered Rate ("LIBOR") or the prime rates of large money-center banks. The interest rates for floating rate loans typically reset quarterly, although rates on some loans may adjust at other intervals. Floating rate loans mature, on average, in five to seven years, but loan maturity can be as long as nine years.

The Manager may reduce or eliminate the Fund's position in a security if it no longer believes the security will contribute to meeting the investment objectives of the Fund. In considering whether to sell a security, the Manager may evaluate, among other things, meaningful changes in the issuer's financial condition and competitiveness. The Manager continually evaluates market factors and comparative metrics to determine relative value.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Manager may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Floating Rate Loans Risk: The floating rate loans in which the Fund invests are usually rated below investment grade (commonly referred to as "junk bonds") and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. Moreover, such securities may, under certain circumstances, be less liquid than higher quality debt securities. Although certain floating rate loans are collateralized, there is no guarantee that the value of the collateral will be sufficient to repay the loan. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates. In the event of a recession or serious credit event, among other eventualities, the Fund's investments in floating rate loans are more likely to decline.

Liquidity and Valuation Risk: Securities purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, an investor could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Trading Market Risk: An active trading market may not exist for many of the Fund's loans. In addition, some loans may be subject to restrictions on their resale, which may prevent the Fund from obtaining the full value of the loan when it is sold. If this occurs, the Fund may experience a decline in its net asset value. Some of the Fund's investments may be considered to be illiquid.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund will be less likely to achieve its investment objective. In addition, it is possible that the Fund's investments in these instruments could lose money.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one- and five-year periods and for the life of the Fund, compare to those of a broad-based securities market index. The Fund has selected the Credit Suisse Leveraged Loan Index as its primary benchmark index. The Credit Suisse Leveraged Loan Index represents tradable, senior-secured, U.S. dollar-denominated non-investment-grade loans.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on May 3, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Unadjusted, the performance shown for the newer class might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2005-2010)

   

Best Quarter

2Q/09

13.81%

Worst Quarter

4Q/08

-18.29%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 4.94% 3.27% 3.38%
Class A 5.03% 3.34% 3.43%
Class B 4.39% 3.13% 3.10%
Class C 6.50% 3.15% 3.10%
Class I 8.66% 4.28% 4.20%
Return After Taxes on Distributions
Class I 7.23% 2.40% 2.42%
Return After Taxes on Distributions on Sale of Fund Shares
Class I 5.59% 2.52% 2.52%
Credit Suisse Leveraged Loan Index (reflects no deductions for fees, expenses, or taxes) 9.98% 4.42% 4.66%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and is responsible for the day-to-day portfolio management of the Fund.

 

Manager

Portfolio Manager

Service Date

New York Life Investment Management LLC

Robert H. Dial, Managing Director

Since 2004

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Government Fund

Investment Objective

The Fund seeks a high level of current income, consistent with safety of principal.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.62% 0.62% 0.62% 0.62% 0.62%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.45% 0.33% 0.45% 0.45% 0.33%
Total Annual Fund Operating Expenses 3 1.32% 1.20% 2.07% 2.07% 0.95%
Waivers / Reimbursements 3 (0.17)% (0.17)% (0.17)% (0.17)% (0.17)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 1.15% 1.03% 1.90% 1.90% 0.78%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is an annual percentage of the Fund's average daily net assets plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.02% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses. New York Life Investments has contractually agreed to waive a portion of its management fee so that the management fee does not exceed 0.50% on assets up to $500 million, 0.475% on assets from $500 million to $1 billion, and 0.45% on assets in excess of $1 billion. This agreement may only be amended or terminated by action of the Board of Trustees ("Board") of the Fund. Without this waiver, the management fee would be 0.60% on assets up to $500 million, 0.575% on assets from $500 million up to $1 billion, and 0.55% on assets in excess of $1 billion.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.03% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 562 $ 550 $ 193 $ 693 $ 193 $ 293 $ 80
3 Years $ 833 $ 798 $ 632 $ 932 $ 632 $ 632 $ 286
5 Years $ 1,125 $ 1,064 $ 1,098 $ 1,298 $ 1,098 $ 1,098 $ 509
10 Years $ 1,954 $ 1,825 $ 2,194 $ 2,194 $ 2,387 $ 2,387 $ 1,151

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 132% of the average value of its portfolio.

Principal Investment Strategies

The Fund , under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in U.S. government securities. It may invest up to 20% of its net assets in mortgage-related and asset-backed securities or other investment grade securities that are not U.S. government securities.

The Fund 's principal investments are debt securities issued or guaranteed by the U.S. government and its agencies and instrumentalities. These securities include U.S. Treasury bills (maturing in one year or less), notes (maturing in 1 to 10 years), bonds (generally maturing in more than 10 years), Government National Mortgage Association mortgage-backed certificates and other U.S. government securities representing ownership interests in mortgage pools such as securities issued by the Federal National Mortgage Association and by the Federal Home Loan Mortgage Corporation, and certain corporate fixed-income securities that are guaranteed by the Federal Deposit Insurance Corporation. The Fund also invests in variable rate notes and floaters, which are debt securities with a variable interest rate tied to another interest rate such as a money market index or Treasury bill rate, as well as money market instruments and cash equivalents.

Investment Process: In pursuing the Fund's investment strategies, MacKay Shields LLC, the Fund's Subadvisor, uses a combined approach to investing, analyzing economic trends as well as factors pertinent to particular issuers and securities. As part of the Fund's principal strategies, the Subadvisor may use a variety of investment practices such as mortgage dollar roll transactions, to-be-announced ("TBA") securities transactions, and transactions on a when-issued basis. If Standard & Poor's and Moody's Investor Service, Inc. assign different ratings to the same security, the Fund will use the higher rating for purposes of determining the security's credit quality.

The Fund may also invest in derivatives such as futures and options to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. The Subadvisor may sell a security prior to maturity if it no longer believes that the security will contribute to meeting the investment objective of the Fund.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. Investments in the Fund are not guaranteed. While some of the Fund's investments, such as U.S. Treasury obligations, are backed by the "full faith and credit" of the U.S. government, some securities issued or guaranteed by federal agencies and U.S. government sponsored instrumentalities may not be guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Additional risks associated with an investment in the Fund include the following: (i) not all U.S. government securities are insured or guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt; and (ii) the Fund's yield will fluctuate with changes in short-term interest rates.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

TBA Securities Risk: The principal risks are that the counterparty may not deliver the security as promised and/or that the value of the TBA security may decline prior to when the Fund receives the security.

When-Issued Securities Risk: The principal risk of transactions involving when-issued securities is that the security will be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund will be less likely to achieve its investment objective. In addition, it is possible that the Fund's investments in these instruments could lose money.

Past Performance

The bar chart and tables below indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Barclays Capital U.S. Government Bond Index as its primary benchmark index. The Barclays Capital U.S. Government Bond Index is comprised of publicly issued, non-convertible, domestic debt of the U.S. government or any of its agencies, quasi-federal corporations, or corporate debt guaranteed by the U.S. government.

Performance for the classes varies based on differences in their fee and expense structures. Performance for Class I shares, first offered on January 2, 2004, includes the historical performance of Class B shares from through January 1, 2004. Performance for Investor Class shares, first offered on February 28, 2008, includes the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

4Q/08

6.08%

Worst Quarter

2Q/04

-2.95%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 0.00% 4.07% 4.19%
Class A 0.14% 4.14% 4.22%
Class B -1.05% 3.91% 3.90%
Class C 3.07% 4.25% 3.90%
Class I 5.20% 5.58% 5.11%
Return After Taxes on Distributions
Class B -2.10% 2.80% 2.74%
Return After Taxes on Distributions and Sale of Fund Shares
Class B -0.59% 2.69% 2.66%
Barclays Capital U.S. Government Bond Index (reflects no deductions for fees, expenses, or taxes) 5.52% 5.45% 5.42%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service Date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since February 2011

Louis N. Cohen, Managing Director

Since February 2011

Gary Goodenough, Senior Managing Director

Since 2000

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay High Yield Corporate Bond Fund

Investment Objective

The Fund seeks maximum current income through investment in a diversified portfolio of high-yield debt securities. Capital appreciation is a secondary objective.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I Class R2
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.56% 0.56% 0.56% 0.56% 0.56% 0.56%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None 0.25%
Other Expenses 0.27% 0.22% 0.27% 0.27% 0.22% 0.32%
Total Annual Fund Operating Expenses 1.08% 1.03% 1.83% 1.83% 0.78% 1.13%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.60% on assets up to $500 million; 0.55% on assets from $500 million to $5 billion; 0.525% on assets from $5 billion to $7 billion; and 0.50% on assets in excess of $7 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.01% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I Class R2
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 555 $ 550 $ 186 $ 686 $ 186 $ 286 $ 80 $ 115
3 Years $ 778 $ 763 $ 576 $ 876 $ 576 $ 576 $ 249 $ 359
5 Years $ 1,019 $ 993 $ 990 $ 1,190 $ 990 $ 990 $ 433 $ 622
10 Years $ 1,708 $ 1,653 $ 1,951 $ 1,951 $ 2,148 $ 2,148 $ 966 $ 1,375

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 41% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in high-yield corporate debt securities, including all types of high-yield domestic and foreign corporate debt securities that are rated below investment grade by Moody's Investor Service, Inc. ("Moody's") or Standard & Poor's ("S&P") or that are unrated but are considered to be of comparable quality by MacKay Shields LLC, the Fund's Subadvisor.

The Fund's high-yield investments may also include convertible corporate bonds and loan participation interests ( e.g., bank debt). The Fund may invest up to 20% of its net assets in common stocks and other equity securities.

Investment Process: The Subadvisor seeks to identify investment opportunities through analyzing individual companies and evaluates each company's competitive position, financial condition, and business prospects. The Fund only invests in companies in which the Subadvisor has judged that there is sufficient asset coverage—that is, the Subadvisor's subjective appraisal of a company's value divided by the value of its debt, with the intent of maximizing default-adjusted income and returns.

Some securities that are rated below investment grade by Moody's or S&P are commonly referred to as "junk bonds." These securities are sometimes considered speculative. If Moody's and S&P assign different ratings to the same security, the Fund will use the lower rating for purposes of determining the security's credit quality.

The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund . In considering whether to sell a security, the Subadvisor may evaluate, among other things, meaningful changes in the issuer's financial condition and competitiveness. The Fund may hold cash or invest in short term instruments during times when the portfolio manager is unable to identify attractive high-yield securities.

In times of unusual or adverse market, economic or political conditions, the Fund may invest without limit in investment grade securities and may invest more than 35% of its total assets in U.S. government securities, or other high quality money market instruments. Periods of unusual or adverse market, economic or political conditions may exist in some cases, for up to a year. To the extent the Fund is invested in cash, investment grade debt or other high quality instruments, the yield on these investments tends to be lower than the yield on other investments normally purchased by the Fund . Although investing heavily in these investments may help to preserve the Fund 's assets, it may not be consistent with the Fund 's primary investment objective and may limit the Fund 's ability to achieve a high level of income.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Liquidity and Valuation Risk: Securities purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, an investor could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Loan Participation Interest Risk: There may not be a readily available market for loan participation interests, which in some cases could result in the Fund disposing of such security at a substantial discount from face value or holding such security until maturity. In addition, there is also the credit risk of the underlying corporate borrower as well as the lending institution or other participant from whom the Fund purchased the loan participation interests.

Floating Rate Loans Risk: The floating rate loans in which the Fund invests are usually rated below investment grade (commonly referred to as "junk bonds") and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. Moreover, such securities may, under certain circumstances, be less liquid than higher quality debt securities. Although certain floating rate loans are collateralized, there is no guarantee that the value of the collateral will be sufficient to repay the loan. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates. In the event of a recession or serious credit event, among other eventualities, the Fund's investments in floating rate loans are more likely to decline.

Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio manager's ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund will be less likely to achieve its investment objective. In addition, it is possible that the Fund's investments in these instruments could lose money.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Credit Suisse High Yield Index as its primary benchmark index. The Credit Suisse High Yield Index is a market-weighted index that includes publicly traded bonds rated below BBB by S&P and Baa by Moody's.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class I shares, first offered on January 2, 2004, include the historical performance of Class B shares through January 1, 2004. Class R2 shares were first offered to the public on December 14, 2007, although this class of shares did not commence operations until May 1, 2008. Therefore, performance figures for Class R2 shares include the historical performance of Class B shares through April 30, 2008. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

2Q/09

16.82%

Worst Quarter

4Q/08

-17.62%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 6.99% 5.67% 7.90%
Class A 7.12% 5.69% 7.92%
Class B 6.12% 5.53% 7.58%
Class C 10.31% 5.86% 7.60%
Class I 12.45% 6.94% 8.68%
Class R2 11.87% 6.59% 8.32%
Return After Taxes on Distributions
Class B 3.62% 3.05% 4.74%
Return After Taxes on Distributions and Sale of Fund Shares
Class B 3.90% 3.23% 4.77%
Credit Suisse High Yield Index (reflects no deductions for fees, expenses, or taxes) 14.42% 8.40% 9.11%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Manager

Service Date

MacKay Shields LLC

J. Matthew Philo, Senior Managing Director

Since 2000

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401 Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R2 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay High Yield Municipal Bond Fund

Investment Objective

The Fund seeks a high level of current income exempt from federal income taxes. The Fund's secondary investment objective is total return.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.55% 0.55% 0.55% 0.55%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses 0.93% 0.78% 0.93% 0.78%
Acquired (Underlying) Fund Fees and Expenses 0.04% 0.04% 0.04% 0.04%
Total Annual Fund Operating Expenses 2 1.77% 1.62% 2.52% 1.37%
Waivers / Reimbursements 2 (0.73)% (0.73)% (0.73)% (0.73)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.04% 0.89% 1.79% 0.64%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 0.85% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be:

Investor Class A Class C Class I
Expenses after Class Assuming no redemption Assuming redemption at end of period
1 Year $ 551 $ 537 $ 182 $ 282 $ 65
3 Years $ 914 $ 870 $ 715 $ 715 $ 362
5 Years $ 1,301 $ 1,226 $ 1,275 $ 1,275 $ 680
10 Years $ 2,382 $ 2,227 $ 2,801 $ 2,801 $ 1,583

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. For the period March 31, 2010 (commencement of operations) through the end of the Fund's fiscal year, the Fund's portfolio turnover rate was 163% of the average value of its portfolio.

Principal Investment Strategies

The Fund seeks to achieve its investment objective by investing at least 80% of its assets (net assets plus any borrowings for investment purposes) in municipal bonds. The Fund may invest in municipal bonds rated in any rating category or in unrated municipal bonds.

Municipal bonds include debt obligations issued by or on behalf of a governmental entity or other qualifying entity/issuer that pays interest that is, in the opinion of bond counsel to the issuers, generally excludable from gross income for Federal income tax purposes (except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax). Municipal bonds may be obligations of a variety of issuers, including governmental entities or other qualifying issuers. Issuers may be states, territories and possessions of the U.S. and the District of Columbia and their political subdivisions, agencies and instrumentalities. Municipal bonds also include short-term, tax-exempt obligations such as municipal notes and variable rate demand obligations.

Although the Fund may invest in municipal bonds in any rating category, MacKay Shields LLC, the Fund's Subadvisor, intends to invest at least 65% of the Fund's net assets in medium- to low-quality bonds as rated by at least one independent rating agency (such as bonds rated BBB+ or lower by Standard & Poor's ("S&P") or Fitch Ratings ("Fitch") or Baa1 or lower by Moody's Investor Service, Inc. ("Moody's")), including up to 10% of its net assets in municipal bonds that are the subject of bankruptcy proceedings, that are in default as to the payment of principal or interest, or that are rated in the lowest rating category by an independent rating agency (such as bonds rated D by S&P or Moody's), or if unrated, judged to be of comparable quality by the Subadvisor ("distressed securities"). Some obligations rated below investment grade are commonly referred to as "junk bonds." It is possible that the Fund could invest up to 100% of its net assets in these securities. However, the Fund reserves the right to invest less than 65% of its net assets in medium- to low-quality bonds if the Subadvisor determines that there is insufficient supply of such obligations available for investment. The Fund will generally invest in municipal bonds that have a maturity of five years or longer at the time of purchase. If the independent ratings agencies assign different ratings to the same security, the Fund will use the lower rating for purposes of determining the security's credit quality.

The Fund may also invest more than 25% of its total assets in municipal bonds that are related in such a way that an economic, business or political development or change affecting one such security could also affect the other securities. Some of the Fund's earnings may be subject to federal income tax and most may be subject to state and local taxes.

The Fund may also invest in industrial development bonds. Such bonds are usually revenue bonds issued to pay for facilities with a public purpose operated by private corporations. The credit quality of industrial development bonds is usually directly related to the credit standing of the owner or user of the facilities. Industrial development bonds issued after the effective date of the Tax Reform Act of 1986, as well as certain other bonds, are now classified as "private activity bonds." Some, but not all, private activity bonds issued after that date qualify to pay tax-exempt interest.

The Fund may invest in derivatives, such as futures, options and swap agreements to seek enhanced returns or to reduce the risk of loss of (hedge) certain of its holdings.

Investment Process: In choosing investments, the Subadvisor analyzes the credit quality of issuers and considers the yields available on municipal bonds with different maturities.

The Subadvisor uses active management in an effort to identify tax-exempt securities it believes to be mispriced and to build a consistent yield advantage. The Subadvisor focuses on reducing volatility through a disciplined investment process which includes fundamental, "bottom-up" credit research and risk management. In addition, the Subadvisor reviews macroeconomic events, technical characteristics in the municipal bond market, tax policies, as well as analyzing individual municipal securities and sectors.

Generally, the Fund will invest in distressed securities when the Subadvisor believes that such an investment offers significant potential for higher returns or can be exchanged for other securities that offer this potential. However, the Fund cannot guarantee that it will achieve these returns or that an issuer will make an exchange offer or emerge from bankruptcy.

The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the economy and meaningful changes in the issuer's financial condition.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Municipal Securities Risk: Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers, and the possibility of future tax and legislative changes which could affect the market for and value of municipal securities. These risks include: (i) General Obligation Bonds Risk—timely payments depend on the issuer's credit quality, ability to raise tax revenues and ability to maintain an adequate tax base; (ii) Revenue Bonds (including Industrial Development Bonds) Risk—these payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source, and may be negatively impacted by the general credit of the user of the facility; (iii) Private Activity Bonds Risk—Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise, which is solely responsible for paying the principal and interest on the bond; (iv) Moral Obligation Bonds Risk—moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality; (v) Municipal Notes Risk—municipal notes are shorter-term municipal debt obligations that pay interest that is, in the opinion of bond counsel, generally excludable from gross income for Federal income tax purposes (except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax) and that have a maturity that is generally one year or less. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money; and (vi) Municipal Lease Obligations Risk—in a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property. Municipalities continue to experience economic and financial difficulties in the current economic environment. The ability of a municipal issuer to make payments and the value of municipal securities can be affected by uncertainties in the municipal securities market. Such uncertainties could cause increased volatility in the municipal securities market and could negatively impact the Fund's net asset value and/or the distributions paid by the Fund.

High-Yield Municipal Bonds Risk: High-yield municipal bonds may be subject to increased liquidity risk as compared to other high-yield debt securities. There may be little or no active trading market for certain high-yield municipal bonds, which may make it difficult for the Fund to sell such securities at or near their perceived value. In such cases, the value of a high-yield municipal bond may decline dramatically, even during periods of declining interest rates. The high-yield municipal bonds in which the Fund intends to invest may be more likely to pay interest that is includable in taxable income for purposes of the Federal alternative minimum tax than other municipal bonds.

The Fund may invest more heavily in bonds from certain cities, states or regions than others, which may increase the Fund's exposure to losses resulting from economic, political, or regulatory occurrences impacting these particular cities, states or regions.

To be tax exempt, municipal bonds must meet certain regulatory requirements. If a municipal bond fails to meet such requirements, the interest received by the Fund from its investment in such bonds and distributed to shareholders may be taxable. It is possible that interest on a municipal bond may be declared taxable after the issuance of the bond, and this determination may apply retroactively to the date of the issuance of the bond, which could cause a portion of prior distributions made by the Fund to be taxable to shareholders in the year of receipt.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Distressed Securities Risk: Investments in distressed securities are subject to substantial risks in addition to the risks of investing in other types of high-yield securities. Distressed securities are speculative and involve substantial risk that principal will not be repaid. Generally the Fund will not receive interest payments on such securities and may incur costs to protect its investment. In addition, the Fund's ability to sell distressed securities and any securities received in exchange for such securities may be restricted.

Liquidity and Valuation Risk: Securities purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, an investor could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Past Performance

The Fund commenced operations on March 31, 2010; therefore, no calendar year performance information is available.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Manager

Service Date

MacKay Shields LLC

John Loffredo, Senior Managing Director

Since 2010

Robert DiMella, Senior Managing Director

Since 2010

Michael Petty, Director

Since 2010

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $2,500 applies if you invest in Investor Class or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally expected to be exempt from federal income tax. However, the Fund may also derive taxable income and/or capital gains. Distributions to shareholders of any such taxable income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, will be taxable.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay High Yield Opportunities Fund

Investment Objective

The Fund seeks maximum current income through investment in a diversified portfolio of high-yield debt securities. Capital appreciation is a secondary objective.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 0.80% 0.80% 0.80% 0.80%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% None
Other Expenses
Interest Expense on Securities Sold Short 0.64% 0.64% 0.64% 0.64%
Broker Fees and Charges on Short Sales 0.02% 0.02% 0.03% 0.02%
Remainder of Other Expenses 0.48% 0.43% 0.47% 0.43%
Total Other Expenses 1.14% 1.09% 1.14% 1.09%
Total Annual Fund Operating Expenses 2 2.19% 2.14% 2.94% 1.89%
Waivers / Reimbursements 2 (0.18%) (0.18%) (0.18%) (0.18%)
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 2.01% 1.96% 2.76% 1.71%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.30% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Directors of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class C shares). The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class C Class I
Class Assuming no
redemption
Assuming redemption at end of period
1 Years $ 645 $ 640 $ 279 $ 379 $ 174
3 Years $ 1,088 $ 1,073 $ 893 $ 893 $ 576
5 Years $ 1,556 $ 1,532 $ 1,532 $ 1,532 $ 1,005
10 Years $ 2,847 $ 2,798 $ 3,249 $ 3,249 $ 2,197

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 29% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in high-yield corporate debt securities, including all types of high-yield domestic and foreign corporate debt securities that are rated below investment grade by Moody's Investor Service, Inc. ("Moody's") or Standard & Poor's ("S&P") or that are unrated but that are considered by MacKay Shields LLC, the Fund's Subadvisor, to be of comparable quality. Some securities that are rated below investment grade by Moody's or S&P are commonly referred to as "junk bonds." For purposes of this limitation, if Moody's and S&P assign different ratings to the same security, the Subadvisor will use the lower rating to determine the security's credit quality. The Fund will take long positions that the Subadvisor believes offer the potential for attractive returns. For long positions, the Subadvisor seeks to identify issuers that are considered to have a high probability of outperforming the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index.

The Fund may take long and short positions. The Fund's long positions, either directly or through derivatives, may total up to 140% of the Fund's net assets. The Fund's short positions, either directly or through derivatives, may total up to 40% of the Fund's net assets. The proceeds from the Fund's short positions may be used to purchase all or a portion of the additional long positions. The long and short positions held by the Fund may vary over time as market opportunities develop. Regulatory limitations or bans on short selling activities may prevent the Fund from fully implementing its strategy.

The Fund may use derivatives, such as forward currency exchange contracts and swaps (including credit default swaps), to establish long and short bond positions without owning or taking physical custody of securities. The Fund may invest up to 15% of its total assets in swaps.

Investment Process: In pursuing the Fund's investment strategy, the Subadvisor seeks to identify investment opportunities based on the financial condition and competitiveness of individual companies and bond structure. The Fund's principal investments include, but are not limited to, domestic corporate debt securities; Yankee debt securities, which are dollar-denominated securities of foreign issuers that are traded in the United States; non-dollar corporate debt securities; derivatives (including credit default swaps); and sovereign debt.

The Fund's underlying process for selecting securities is based on a quantitative and qualitative process that first screens securities for what the Subadvisor deems to be indicators of inappropriate risk (such as financial and liquidity risk, political risk and other risks) and discards or "shorts" those securities that the Subadvisor feels are not suitable for long investment. The Subadvisor then seeks to identify issuers with qualities such as: high credit worthiness, improving fundamentals, a positive outlook and good liquidity for the Fund's long positions. In examining these issuers for potential investment, the Subadvisor focuses on quality of management and business plan, industry environment, competitive dynamics, cash flow, and liquidity.

The Fund's high-yield investments may also include convertible corporate bonds and loan participation interests ( e.g. , bank debt).

The Fund may invest up to 20% of its net assets in equity securities, including those of foreign issuers, and may invest up to 25% of its total assets in securities rated lower than B3 by Moody's and B– by S&P (including securities with the lowest rating from these agencies) or if unrated, determined by the Subadvisor to be of comparable quality. For purposes of this limitation, if Moody's and S&P assign different ratings to the same security, the Fund will use the higher rating to determine the security's credit quality.

In general, the Subadvisor overweights the Fund relative to the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index with securities that it believes are underpriced and will outperform the Index, and underweights or sells securities "short" that it believes are overpriced and will underperform the Index in an attempt to produce returns that exceed those of the Index. The Subadvisor maintains internal restrictions on selling short securities that are held long by other funds or accounts that it manages. Therefore, the Fund's ability to sell short certain securities may be restricted.

Short sales are intended to allow the Fund to earn returns on securities that the Subadvisor believes will underperform the benchmark index and also are intended to allow the Fund to maintain additional long positions while keeping the Fund's net exposure to the market at a level similar to a "long only" strategy.

The Fund invests in, among other things, companies with market capitalizations that, at the time of investment, are similar to companies in the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index. The Subadvisor seeks to control the Fund's exposure to risk through, among other things, sector and industry constraints. These constraints may limit the Fund's ability to overweight or underweight particular sectors or industries relative to the Index. The Subadvisor further seeks to reduce risk by diversifying the Fund's portfolio over a large number of securities. The Subadvisor may sell or sell short a security for one or more of the following reasons (among others): credit deterioration; repositioning caused by a change in its "top down" outlook; excessive downward price volatility; or recognition of an alternative investment with relatively better value.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Floating Rate Loans Risk: The floating rate loans in which the Fund invests are usually rated below investment grade (commonly referred to as "junk bonds") and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. Moreover, such securities may, under certain circumstances, be less liquid than higher quality debt securities. Although certain floating rate loans are collateralized, there is no guarantee that the value of the collateral will be sufficient to repay the loan. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates. In the event of a recession or serious credit event, among other eventualities, the Fund's investments in floating rate loans are more likely to decline.

Short Selling Risk: If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. The Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, the Fund may not be able to successfully implement its short sale strategy due to limited availability of desired securities or for other reasons.

The Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale.

Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with the Fund's custodian to cover the Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Fund may not be able to substitute or sell the pledged collateral. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral pledged to the broker), marked-to-market daily, to cover the short sale obligations. This may limit the Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot go below zero.

By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long positions and make any change in the Fund's net asset value greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that the Fund will leverage its portfolio, or if it does, that the Fund's leveraging strategy will be successful.

Regulatory authorities in the United States or other countries may prohibit or restrict the ability of the Fund to fully implement its short-selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund's ability to fully implement its investment strategies.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund . Swap transactions tend to shift the Fund 's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund . Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund .

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Fund Counterparty Risk: On September 15, 2008, one of the Fund's trading counterparties, Lehman Brothers International (Europe) ("LBIE"), was placed in insolvency administration under the U.K. Insolvency Act. As a result, the Fund has been unable to close out open short positions with LBIE and has been unable to sell or substitute out the securities that are pledged as collateral for these open short positions. While this has not impacted the Fund's ability to implement its investment strategy to date, until these securities are made available, there may be an impact on the Fund's ability to fully implement its investment strategy. The Fund has pursued and will continue to pursue efforts to return the borrowed securities and secure the release of collateral. To date, these efforts have not been successful and the Fund cannot assure that these efforts will be successful in the future.

In order to mitigate any potential negative impact on the Fund and its shareholders which may result from a final judicial determination that the Fund is not entitled to the unfettered use and ownership of the collateral, the Fund and New York Life Insurance Company ("New York Life"), an affiliate of the Fund's adviser, have entered into an agreement with respect to the collateral. Pursuant to that agreement, at the conclusion of the bankruptcy process, should the Fund be entitled to obtain less than 100 percent of the then current market value of the collateral, New York Life will contribute to the Fund the difference between the value of the assets ultimately returned to the Fund and the then current market value of the collateral.

As of December 31, 2010, the Fund had pledged approximately 6.95% of its net assets to cover its open short positions with LBIE. These pledged securities are held in an account with the Fund's custodian, State Street Bank and Trust Company, for the benefit of LBIE. To the extent that the Fund determines that these securities are illiquid, either due to the operational restraints discussed above or for any other reason, the Fund will not purchase additional illiquid securities if at the time of purchase the value of all portfolio securities deemed illiquid represents more than 15% the Fund's net assets. However, the Fund may obtain illiquid securities as a result of a corporate action on an existing security held by the Fund, if the Fund's portfolio managers believe that holding such illiquid security is in the best interest of the Fund and its shareholders. The Fund may change any such determination at any time without notice to shareholders.

Past Performance

The following bar chart and table indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and the life of the Fund compare to those of a broad-based securities market index. The Fund has selected the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index as its primary benchmark index. The Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index is a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. No single issuer may constitute greater than 2% of the Index.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on December 14, 2007. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008 adjusted for differences in fees and expenses. Unadjusted, the performance for the newer class might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2008-2010)

   

Best Quarter

2Q/09

20.52%

Worst Quarter

4Q/08

-10.81%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year Life of Fund
Return Before Taxes
Investor Class 9.18% 12.26%
Class A 9.14% 12.34%
Class C 12.41% 13.10%
Class I 14.53% 14.32%
Return After Taxes on Distributions
Class I 11.63% 11.29%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 9.56% 10.46%
Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index (reflects no deductions for fees, expenses, or taxes) 15.07% 10.24%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service Date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since 2007

Louis N. Cohen, Managing Director

Since 2007

Michael Kimble, Managing Director

Since 2007

Taylor Wagenseil, Managing Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class and Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class and Class C shares. However, for Investor Class and Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Indexed Bond Fund

Investment Objective

The Fund seeks to provide investment results that correspond to the total return performance of fixed-income securities in the aggregate, as represented by the Fund's primary benchmark index.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 3.00% 3.00% None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.35% 0.35% 0.35%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None
Other Expenses 0.55% 0.20% 0.20%
Total Annual Fund Operating Expenses 3 1.15% 0.80% 0.55%
Waivers / Reimbursements 3 (0.23)% (0.00)% (0.12)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 0.92% 0.80% 0.43%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.35% on assets up to $1 billion and 0.30% on assets in excess of $1 billion.

3

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentages of average daily net assets: Investor Class, 0.92%; Class A, 0.82%; and Class I, 0.43%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I
1 Year $ 391 $ 379 $ 44
3 Years $ 632 $ 548 $ 164
5 Years $ 892 $ 731 $ 295
10 Years $ 1,636 $ 1,260 $ 678

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 115% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in fixed-income securities that New York Life Investments, the Fund's Manager, believes will replicate the performance of the Barclays Capital U.S. Aggregate Bond Index. The Barclays Capital U.S. Aggregate Bond Index covers the U.S. investment grade fixed rate bond market, with components for government and corporate securities, mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities. Index funds, such as the Fund, seek to match their respective indices, unlike other actively managed funds which generally seek to beat an index or indices. No attempt is made to manage the Fund in an active manner by using economic, financial or market analysis.

The Fund may invest in U.S. dollar-denominated foreign securities that are issued by companies organized outside the U.S. The Fund may also invest in variable rate notes, floaters and mortgage-related and asset-backed securities.

The Fund may invest in mortgage dollar rolls, which are transactions in which the Fund sells securities from its portfolio to a counterparty from whom it simultaneously agrees to buy a similar security on a delayed delivery basis.

The Fund may invest up to 20% of its total assets in options and futures contracts to maintain cash reserves while being fully invested, to facilitate trading or to reduce transaction costs. The Fund may invest in such derivatives to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

Investment Process: The Manager employs an analytical approach to tracking the securities that comprise the Barclays Capital U.S. Aggregate Bond Index. Using this method, the Fund invests in fixed-income securities which, in the aggregate, are expected to mirror the performance of the Barclays Capital U.S. Aggregate Bond Index. Changes in the characteristics of the composition of the Barclays Capital U.S. Aggregate Bond Index may, from time to time, warrant adjustments in the Fund's portfolio. The correlation between the investment performance of the Fund and the Barclays Capital U.S. Aggregate Bond Index is expected to be at least 0.95, on an annual basis, before fees and expenses. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the net asset value of the Fund, including the value of its dividend and capital gains distributions, increases or decreases in exact proportion to changes in the Barclays Capital U.S. Aggregate Bond Index.

The average life of the securities in the Fund's portfolio will approximate that of securities in the Barclays Capital U.S. Aggregate Bond Index, which will vary from time to time.

The Manager may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Manager may not produce the desired results.

Index Strategy Risk: The Fund employs an index strategy that invests in fixed-income securities which, in the aggregate, are expected to mirror the performance of the Barclays Capital U.S. Aggregate Bond Index regardless of market trends. Therefore, the adverse performance of a particular security ordinarily will not result in the elimination of the security from the Fund 's portfolio. Also, the Fund 's fees and expenses will reduce the Fund 's returns, unlike those of the index.

Debt Securities Risk: The risks involved with investing in debt securities include (without limitation): (i) credit risk, i.e ., the risk that an issuer of a debt security may fail to repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e ., the risk that a debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity; (iii) market risk, i.e ., the risk that low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e ., the risk that when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e ., the risk that the securities selected by the Manager may underperform the market or other securities selected by other funds; and (vi) call risk, i.e ., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund's income, if the proceeds are reinvested at lower interest rates.

There is no assurance that the investment performance of the Fund will equal or exceed that of the Barclays Capital U.S. Aggregate Bond Index. If the value of the Barclays Capital U.S. Aggregate Bond Index declines, the net asset value of shares of the Fund are also likely to decline. The Fund's ability to track the Barclays Capital U.S. Aggregate Bond Index may be affected by, among other things, transaction costs; changes in either the composition of the Barclays Capital U.S. Aggregate Bond Index or the number of bonds outstanding for the components of the Barclays Capital U.S. Aggregate Bond Index; and timing and amount of purchases and redemptions of the Fund's shares.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Manager to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a b road-based securities market index. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as its primary benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2001-2010)

   

Best Quarter

4Q/08

5.94%

Worst Quarter

2Q/04

-2.54%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 2.40% 4.73% 4.88%
Class A 2.46% 4.79% 4.91%
Class I 6.00% 5.84% 5.58%
Return After Taxes on Distributions
Class I 4.19% 4.13% 3.86%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 4.08% 4.00% 3.75%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 5.80% 5.84%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Donald F. Serek, Managing Director

Since 2004

Thomas J. Girard, Managing Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Intermediate Term Bond Fund

Investment Objective

The Fund seeks to maximize total return, consistent with liquidity, moderate risk to principal and investment in debt securities.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.60% 0.60% 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.32% 0.21% 0.31% 0.31% 0.21%
Total Annual Fund Operating Expenses 3 1.17% 1.06% 1.91% 1.91% 0.81%
Waivers / Reimbursements 3 (0.10)% (0.10)% (0.10)% (0.10)% (0.21)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 1.07% 0.96% 1.81% 1.81% 0.60%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive a portion of its management fee so that the management fee does not exceed 0.50% on assets up to $1 billion; and 0.475% on assets in excess of $1 billion. This agreement may only be amended or terminated prior to that date by action of the Board of Trustees ("Board") of the Fund. Without this waiver, the management fee would be 0.60% on assets up to $500 million; 0.575% on assets from $500 million up to $1 billion; and 0.55% on assets in excess of $1 billion.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for the Fund's Class I shares do not exceed 0.60% of its average daily net assets. This agreement also requires New York Life Investments to waive a portion of its management fee, in addition to the management fee waiver described in note 1 above, or other non-class specific expenses of the Investor Class, Class A, Class B, and Class C shares to the extent necessary in order to maintain the expense limitation applicable to Class I shares. This agreement expires on February 28, 2012, and may only be amended or terminated by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 554 $ 544 $ 184 $ 684 $ 184 $ 284 $ 61
3 Years $ 795 $ 763 $ 590 $ 890 $ 590 $ 590 $ 238
5 Years $ 1,055 $ 999 $ 1,022 $ 1,222 $ 1,022 $ 1,022 $ 429
10 Years $ 1,798 $ 1,677 $ 2,032 $ 2,032 $ 2,225 $ 2,225 $ 982

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 185% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in bonds, which include all types of debt securities, such as: debt or debt-related securities issued or guaranteed by the U.S. or foreign governments, their agencies or instrumentalities; obligations of international or supranational entities; debt securities issued by U.S. or foreign corporate entities; zero coupon bonds; municipal bonds; mortgage-related and other asset-backed securities; and loan participation interests. The effective maturity of this portion of the Fund's portfolio will usually be in the intermediate range (three to ten years), although it may vary depending on market conditions, as determined by MacKay Shields LLC, the Fund's Subadvisor. Effective maturity is a measure of a debt security's maturity which takes into consideration the possibility that the issuer may call the debt security before its maturity date.

At least 65% percent of the Fund's total assets will be invested in investment grade debt securities (typically rated Baa3 or better by Moody's Investor Service, Inc. ("Moody's") or BBB- or better by Standard & Poor's ("S&P")) when purchased, or if unrated, determined by the Subadvisor to be of comparable quality. The Fund may also invest up to 20% of its total assets in securities rated below investment grade by S&P or Moody's or, if not rated, determined to be of equivalent quality by the Manager or Subadvisor. Some securities that are rated below investment grade by S&P or Moody's are commonly referred to as "junk bonds." If S&P and Moody's assign different ratings for the same security, the Fund will use the higher rating for purposes of determining the credit quality. The Fund may invest in mortgage dollar rolls, to-be-announced ("TBA") securities transactions, variable rate notes and floaters.

The Fund may invest up to 20% of its total assets in securities denominated in foreign currencies. To the extent possible, the Fund will attempt to protect these investments against risks stemming from differences in foreign exchange rates.

The Fund may also invest in derivatives, such as futures, options and swap agreements to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. Commercial paper must be, when purchased, rated Prime-1 by Moody's or A-1 by S&P, or if unrated, determined by the Subadvisor to be of comparable quality. The Fund's principal investments may have fixed or floating rates of interest.

Investment Process : In pursuing the Fund's investment strategy the Subadvisor conducts a continuing review of yields and other information derived from a database which it maintains in managing fixed-income portfolios.

Fundamental economic cycle analysis, credit quality and interest rate trends are the principal factors considered by the Subadvisor in determining whether to increase or decrease the emphasis placed upon a particular type of security or industry sector within the Fund's investment portfolio. Maturity shifts are based on a set of investment decisions that take into account a broad range of fundamental and technical indicators.

The Subadvisor may sell a security if it no longer believes that the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the economy, meaningful changes in the issuer's financial condition, and changes in the condition and outlook in the issuer's industry.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Loan Participation Interest Risk: There may not be a readily available market for loan participation interests, which in some cases could result in the Fund disposing of such security at a substantial discount from face value or holding such security until maturity. In addition, there is also the credit risk of the underlying corporate borrower as well as the lending institution or other participant from whom the Fund purchased the loan participation interests.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

TBA Securities Risk: The principal risks are that the counterparty may not deliver the security as promised and/or that the value of the TBA security may decline prior to when the Fund receives the security.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as its primary benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A, B and C shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2001-2010)

   

Best Quarter

3Q/01

4.52%

Worst Quarter

2Q/04

-2.57%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 3.10% 4.75% 4.71%
Class A 3.24% 4.83% 4.75%
Class B 2.19% 4.60% 4.41%
Class C 6.18% 4.96% 4.42%
Class I 8.40% 6.15% 5.57%
Return After Taxes on Distributions
Class I 6.54% 4.52% 3.92%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 5.55% 4.30% 3.79%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 5.80% 5.84%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since February 2011

Louis N. Cohen, Managing Director

Since February 2011

Gary Goodenough, Senior Managing Director

Since 2000

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Money Market Fund

Investment Objective

The Fund seeks a high level of current income while preserving capital and maintaining liquidity.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1 0.47% 0.47% 0.47% 0.47%
Distribution and/or Service (12b-1) Fees None None None None
Other Expenses 0.47% 0.25% 0.47% 0.47%
Total Annual Fund Operating Expenses 2 0.94% 0.72% 0.94% 0.94%
Waivers / Reimbursements 2 (0.14)% (0.02)% (0.14)% (0.14)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 0.80% 0.70% 0.80% 0.80%

1

The management fee is as follows: 0.45% on assets up to $500 million; 0.40% on assets from $500 million up to $1 billion; and 0.35% on assets in excess of $1 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.02% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

2

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentages of average daily net assets: Investor Class, 0.80%; Class A, 0.70%; Class B, 0.80%; and Class C, 0.80%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor
Class
Class A Class B Class C
1 Year $ 82 $ 72 $ 82 $ 82
3 Years $ 286 $ 228 $ 286 $ 286
5 Years $ 506 $ 399 $ 506 $ 506
10 Years $ 1,142 $ 893 $ 1,142 $ 1,142

Principal Investment Strategies

The Fund invests in short-term, high-quality, U.S. dollar-denominated securities that generally mature in 397 days (13 months) or less. The Fund maintains a dollar-weighted average maturity of 60 days or less and maintains a dollar-weighted average life to maturity of 120 days or less. The Fund seeks to maintain a stable $1.00 net asset value per share.

The Fund may invest in obligations issued or guaranteed by the U.S. government or any of its agencies or instrumentalities; U.S. and foreign bank and bank holding company obligations, such as certificates of deposit ("CDs"), bankers' acceptances and Eurodollars; commercial paper; time deposits; repurchase agreements; and corporate debt securities. The Fund may invest in variable rate notes, floaters, and mortgage-related and asset-backed securities. The Fund may also invest in foreign securities that are U.S. dollar-denominated securities of foreign issuers.

The Fund will generally invest in obligations that mature in 397 days or less and substantially all of which will be held to maturity. However, the Fund may invest in securities with a face maturity of more than 397 days provided that the security is a variable or floating rate note that meets the applicable guidelines with respect to maturity. Additionally, securities collateralizing repurchase agreements may have maturities in excess of 397 days.

Investment Process: New York Life Investments, the Fund's Manager, seeks to achieve the highest yield relative to minimizing risk while also maintaining liquidity and preserving principal. The Manager selects securities based on an analysis of the creditworthiness of the issuer. The Manager works to add value by emphasizing specific securities and sectors of the money market that appear to be attractively priced based upon historical and current yield spread relationships.

The Manager may sell a security prior to maturity if it no longer believes that the security will contribute to meeting the investment objective of the Fund.

Principal Risks

Stable Net Asset Value Risk: An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. This could occur because of unusual market conditions or a sudden collapse in the creditworthiness of a company once believed to be an issuer of high-quality, short-term securities.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Manager may not produce the desired results.

Debt Securities Risk: The risks involved with investing in debt securities include (without limitation): (i) credit risk, i.e ., the risk that an issuer of a debt security may fail to repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e ., the risk that a debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity; (iii) market risk, i.e ., the risk that low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e ., the risk that when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e ., the risk that the securities selected by the Manager may underperform the market or other securities selected by other funds; and (vi) call risk, i.e ., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund's income, if the proceeds are reinvested at lower interest rates.

Additional risks associated with an investment in the Fund include the following: (i) not all U.S. government securities are insured or guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt; and (ii) the Fund's yield will fluctuate with changes in short-term interest rates.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Manager to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Money Market Fund Regulatory Risk: The Securities and Exchange Commission ("SEC") recently imposed new liquidity, credit quality, and maturity requirements on all money market funds. Because of these changes, the Fund may achieve a reduced yield as compared to the yield achieved prior to the changes. The SEC may adopt additional money market fund regulations in the future, which may impact the operation or performance of the Fund .

Yield Risk: There can be no guarantee that the Fund will achieve or maintain any particular level of yield.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns for one-, five- and ten-year periods compare to those of a money market fund average. The Average Lipper Money Market Fund is an equally weighted performance average adjusted for capital gains distributions and income dividends of all of the money market funds in the Lipper Universe. Lipper Inc., a wholly-owned subsidiary of Reuters Group PLC, is an independent monitor of mutual fund performance. Lipper averages are not class specific. Lipper returns are unaudited.

Performance for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer class might have been lower. Past performance is not necessarily an indication of how the Fund will perform in the future.

For current yield information, call toll-free: 800-MAINSTAY (624-6782).

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

1Q/01

1.33%

Worst Quarter

2Q/10

0.00%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Investor Class 0.02% 2.18% 1.96%
Class A 0.02% 2.21% 1.97%
Class B 0.02% 2.18% 1.96%
Class C 0.02% 2.18% 1.96%
7-day current yield
Investor Class: 0.01%
Class A: 0.01%
Class B: 0.01%
Class C: 0.01%
Average Lipper Money Market Fund (reflects no deductions for fees, expenses, or taxes) 0.03% 2.20% 1.90%

Management

New York Life Investments serves as Manager and is responsible for the day-to-day portfolio management of the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

David E. Clement, Director

Since 2009

Thomas J. Girard, Managing Director

Since 2009

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, and $25,000 for Class A shares. A subsequent investment minimum of $50 applies for investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment ($50 for subsequent purchases) applies.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Principal Preservation Fund

Investment Objective

The Fund seeks to maximize current income consistent with maintaining liquidity and preserving capital.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment )
Management Fee (as an annual percentage of the Fund's average daily net assets) 1 0.28%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.15%
Total Annual Fund Operating Expenses 2 0.43%
Waivers / Reimbursements 2 (0.13)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 0.30%

1

The management fee is 0.25%, plus a fee for fund accounting services previously provided for by New York Life Investment Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.03% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

2

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class I shares do not exceed 0.30% of its average daily net assets. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be:

Expenses after Class I
1 Year $ 31
3 Years $ 125
5 Years $ 228
10 Years $ 530

Principal Investment Strategies

The Fund invests in short-term, high-quality, U.S. dollar-denominated securities that generally mature in 397 days (13 months) or less. The Fund maintains a dollar-weighted average maturity of 60 days or less and maintains a dollar-weighted average life to maturity of 120 days or less. The Fund seeks to maintain a stable $1.00 net asset value per share.

The Fund may invest in obligations issued or guaranteed by the U.S. government or any of its agencies or instrumentalities; U.S. and foreign bank and bank holding company obligations, such as certificates of deposit ("CDs"), bankers' acceptances and Eurodollars; commercial paper; time deposits; repurchase agreements; and corporate debt securities. The Fund may invest in variable rate notes, floaters, and mortgage-related and asset-backed securities. The Fund may also invest in foreign securities that are U.S. dollar-denominated securities of foreign issuers.

The Fund will generally invest in obligations that mature in 397 days or less and substantially all of which will be held to maturity. However, the Fund may invest in securities with a face maturity of more than 397 days provided that the security is a variable or floating rate note that meets the applicable guidelines with respect to maturity. Additionally, securities collateralizing repurchase agreements may have maturities in excess of 397 days.

Investment Process: New York Life Investments, the Fund's Manager, seeks to achieve the highest yield relative to minimizing risk while also maintaining liquidity and preserving principal. The Manager selects securities based on an analysis of the creditworthiness of the issuer. The Manager works to add value by emphasizing specific securities and sectors of the money market that appear to be attractively priced based upon historical and current yield spread relationships.

The Manager may sell a security prior to maturity if it no longer believes that the security will contribute to meeting the investment objective of the Fund.

Principal Risks

Stable Net Asset Value Risk: An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. This could occur because of unusual market conditions or a sudden collapse in the creditworthiness of a company once believed to be an issuer of high-quality, short-term securities.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Manager may not produce the desired results.

Debt Securities Risk: The risks involved with investing in debt securities include (without limitation): (i) credit risk, i.e ., the risk that an issuer of a debt security may fail to repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e ., the risk that a debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity; (iii) market risk, i.e ., the risk that low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e ., the risk that when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e ., the risk that the securities selected by the Manager may underperform the market or other securities selected by other funds; and (vi) call risk, i.e ., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund's income, if the proceeds are reinvested at lower interest rates.

Additional risks associated with an investment in the Fund include the following: (i) not all U.S. government securities are insured or guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt; and (ii) the Fund's yield will fluctuate with changes in short-term interest rates.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Manager to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Money Market Fund Regulatory Risk: The Securities and Exchange Commission ("SEC") recently imposed new liquidity, credit quality, and maturity requirements on all money market funds. Because of these changes, the Fund may achieve a reduced yield as compared to the yield achieved prior to the changes. The SEC may adopt additional money market fund regulations in the future, which may impact the operation or performance of the Fund .

Yield Risk: There can be no guarantee that the Fund will achieve or maintain any particular level of yield.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns for the one-, five- and ten-year periods compared to those of a money market fund average. The Average Lipper Institutional Money Market Fund is an equally weighted performance average adjusted for capital gains distributions and income dividends of all of the money market funds in the Lipper Universe. Lipper Inc., a wholly-owned subsidiary of Reuters Group PLC, is an independent monitor of mutual fund performance. Lipper averages are not class specific. Lipper returns are unaudited.

Performance figures for Class I shares reflect the historical performance of the McMorgan Class shares of the McMorgan Principal Preservation Fund for periods prior to November 11, 2007 (a predecessor to the Fund which was subject to a different fee structure, and for which McMorgan & Company LLC served as investment advisor). Past performance is not necessarily an indication of how the Fund will perform in the future.

For current yield information, call toll-free: 800-MAINSTAY (624-6782).

Annual Returns, Class I Shares

(by calendar year 2001-2010)

   

Best Quarter

1Q/01

1.42%

Worst Quarter

3Q/10

0.00%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Class I 0.01% 2.60% 2.38%
7-day current yield
Class I: 0.01%
Average Lipper Institutional Money Market Fund (reflects no deductions for fees, expenses, or taxes) 0.08% 2.51% 2.29%

Management

New York Life Investments serves as Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

David E. Clement, Director

Since 2009

Thomas J. Girard, Managing Director

Since 2009

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Investments, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $5,000,000 for individual investors applies if you invest in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates, but there are no minimum subsequent purchase amounts. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Short Term Bond Fund

Investment Objective

The Fund seeks to maximize total return, consistent with liquidity, preservation of capital and investment in short-term debt securities.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 3.00% 3.00% None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.60% 0.60% 0.60%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None
Other Expenses 0.75% 0.30% 0.30%
Total Annual Fund Operating Expenses 3 1.60% 1.15% 0.90%
Waivers / Reimbursements 3 (0.22)% (0.22)% (0.22)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 1.38% 0.93% 0.68%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.60% on assets up to $500 million and 0.575% on assets in excess of $500 million.

3

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 0.93% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I
1 Year $ 436 $ 392 $ 69
3 Years $ 769 $ 633 $ 265
5 Years $ 1,125 $ 893 $ 477
10 Years $ 2,125 $ 1,637 $ 1,088

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 68% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in an actively managed, diversified portfolio of debt securities, including securities with special features ( e.g., puts and variable or floating rates) which have price volatility characteristics similar to debt securities. The Fund invests in securities rated Baa3 or better by Moody's Investor Service, Inc. ("Moody's") or BBB- or better by Standard & Poor's ("S&P") at the time of purchase, or if unrated, determined to be of comparable quality by MacKay Shields LLC, the Fund's Subadvisor; and invests in corporate commercial paper only if rated Prime -1 by Moody's or A-1 by S&P at the time of purchase, or if unrated, determined by the Subadvisor to be of comparable quality. If S&P and Moody's assign different ratings for the same security, the Subadvisor will use the higher rating for purposes of determining the credit quality.

The Fund's principal investments may have fixed, variable or floating interest rates and include: obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities; mortgage-related and asset-backed securities; certificates of deposit, time deposits and bankers' acceptances issued by U.S. banks or savings and loan associations; and debt securities issued by U.S. corporate entities. Normally, the Fund will have a dollar-weighted average maturity of three years or less.

The Subadvisor may invest in mortgage dollar rolls and to-be-announced ("TBA") securities transactions. The Fund may also invest in derivatives such as futures and options to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

Investment Process: The Subadvisor conducts a continuing review of yields and other information derived from databases which it maintains in managing fixed-income portfolios and in doing so utilizes fundamental economic cycle analysis and considers credit quality and interest rate trends.

The Subadvisor may sell a security if it no longer believes that the security will contribute to meeting the investment objective of the Fund, which may be determined by an evaluation of economic conditions, the issuer's financial condition, and industry conditions and outlooks.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The net asset value of the Fund's shares will fluctuate over time. The Fund is not intended to be an alternative to cash or a money market fund.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

TBA Securities Risk: The principal risks are that the counterparty may not deliver the security as promised and/or that the value of the TBA security may decline prior to when the Fund receives the security.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Barclays Capital U.S. 1-3 Year Government/Credit Index as its primary benchmark index. The Barclays Capital U.S. 1-3 Year Government/Credit Index includes investment grade corporate debt issues as well as debt issues of U.S. government agencies and the U.S. Treasury, with maturities of one to three years.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Unadjusted, the performance shown for the newer classes might have been lower. Performance for newer share classes is adjusted for differences in fees and expenses. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2001-2010)

   

Best Quarter

4Q/08

4.04%

Worst Quarter

2Q/04

-1.32%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class -1.70% 3.25% 3.04%
Class A -1.26% 3.41% 3.12%
Class I 2.05% 4.30% 3.74%
Return After Taxes on Distributions
Class I 1.49% 3.24% 2.66%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 1.34% 3.06% 2.56%
Barclays Capital U.S. 1-3 Year Government/Credit Index (reflects no deductions for fees, expenses, or taxes) 2.80% 4.53% 4.34%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since February 2011

Louis N. Cohen, Managing Director

Since February 2011

Claude Athaide, Director

Since 2000

Gary Goodenough, Senior Managing Director

Since 2000

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Tax Free Bond Fund

Investment Objective

The Fund seeks to provide a high level of current income free from regular federal income tax, consistent with the preservation of capital.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.52% 0.52% 0.52% 0.52% 0.52%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 0.50% 0.50% None
Other Expenses 0.26% 0.15% 0.26% 0.26% 0.15%
Total Annual Fund Operating Expenses 3 1.03% 0.92% 1.28% 1.28% 0.67%
Waivers / Reimbursements 3 (0.10)% (0.10)% (0.10)% (0.10)% (0.10)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 0.93% 0.82% 1.18% 1.18% 0.57%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is an annual percentage of the Fund's average daily net assets, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.02% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses. New York Life Investments has contractually agreed to waive a portion of its management fee so that the management fee does not exceed the following percentages: 0.45% on assets up to $500 million; 0.425% on assets from $500 million to $1 billion; and 0.40% on assets in excess of $1 billion. This agreement may only be amended or terminated by action of the Board of Trustees ("Board") of the Fund. Without this waiver the management fee would be: 0.50% on assets up to $500 million; 0.475% on assets from $500 million up to $1 billion; and 0.45% on assets in excess of $1 billion.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 0.82% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example also reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A instead. The Example also assumes that your investment has a 5% return each year, and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your expenses would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming
no
redemption
Assuming
redemption
at end of period
Assuming
no
redemption
Assuming
redemption
at end of period
1 Year $ 541 $ 530 $ 120 $ 620 $ 120 $ 220 $ 58
3 Years $ 754 $ 721 $ 396 $ 696 $ 396 $ 396 $ 204
5 Years $ 984 $ 927 $ 693 $ 893 $ 693 $ 693 $ 363
10 Years $ 1,644 $ 1,522 $ 1,468 $ 1,468 $ 1,536 $ 1.536 $ 825

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 97% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus borrowings for investment purposes) in municipal bonds that are rated investment grade by at least one independent rating agency ( i.e. , within the highest four quality ratings by Moody's Investor Service, Inc. ("Moody's"), Standard & Poor's ("S&P") or Fitch Ratings ("Fitch")). On average, the Fund will invest in municipal bonds that have a maturity range of 10 to 30 years. Municipal bonds are issued by or on behalf of the states, District of Columbia, territories, commonwealths and possessions of the United States and their political subdivisions and agencies, authorities and instrumentalities. The Fund may invest up to 20% of its net assets in unrated securities deemed by the MacKay Shields LLC, the Fund's Subadvisor, to be of comparable quality. The Fund may not invest more than 20% of its net assets in tax-exempt securities subject to the federal alternative minimum tax ("AMT"). If the independent rating agencies assign different ratings to the same security, the Fund will use the higher rating for purposes of determining the securities' credit quality.

The Fund may also invest more than 25% of its total assets in municipal bonds that are related in such a way that an economic, business or political development or change affecting one such security could also affect the other securities (for example, securities whose issuers are located in the same state). Some of the Fund's earnings may be subject to federal tax and most may be subject to state and local taxes.

The Fund may invest in derivatives, such as futures, options and swap agreements to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings.

Investment Process: The Subadvisor employs a relative value research-driven approach to achieve the Fund's objective. The Subadvisor's strategies include duration management, sector allocation, yield curve positioning and buy/sell trade execution. The Subadvisor may engage in various portfolio strategies to achieve the Fund's investment objective, to seek to enhance the Fund's investment return and to seek to hedge the portfolio against adverse effects from movements in interest rates and in the securities markets.

The Subadvisor uses active management in an effort to identify mispriced tax-exempt securities and build a consistent yield advantage. The Subadvisor focuses on reducing volatility through a disciplined investment process which includes fundamental, "bottom-up" credit research and risk management. In addition, the Subadvisor reviews macroeconomic events, technicals in the municipal market, tax policies, as well as analyzing individual municipal securities and sectors.

The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the economy and meaningful changes in the issuer's financial condition.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Municipal Securities Risk: Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers, and the possibility of future tax and legislative changes which could affect the market for and value of municipal securities. These risks include: (i) General Obligation Bonds Risk—timely payments depend on the issuer's credit quality, ability to raise tax revenues and ability to maintain an adequate tax base; (ii) Revenue Bonds (including Industrial Development Bonds) Risk—these payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source, and may be negatively impacted by the general credit of the user of the facility; (iii) Private Activity Bonds Risk—Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise, which is solely responsible for paying the principal and interest on the bond; (iv) Moral Obligation Bonds Risk—moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality; (v) Municipal Notes Risk—municipal notes are shorter-term municipal debt obligations that pay interest that is, in the opinion of bond counsel, generally excludable from gross income for Federal income tax purposes (except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax) and that have a maturity that is generally one year or less. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money; and (vi) Municipal Lease Obligations Risk—in a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property. Municipalities continue to experience economic and financial difficulties in the current economic environment. The ability of a municipal issuer to make payments and the value of municipal securities can be affected by uncertainties in the municipal securities market. Such uncertainties could cause increased volatility in the municipal securities market and could negatively impact the Fund's net asset value and/or the distributions paid by the Fund.

Liquidity and Valuation Risk: Securities purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, an investor could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares. Liquidity risk may also refer to the risk that the Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Barclays Capital Municipal Bond Index as its primary benchmark index. The Barclays Capital Municipal Bond Index includes approximately 15,000 municipal bonds, rated Baa or better by Moody's, with a maturity of at least two years. Bonds subject to the Alternative Minimum Tax or with floating or zero coupons are excluded.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Investor Class shares, first offered on February 28, 2008, includes the historical performance of Class A shares through February 27, 2008. Performance figures for Class I shares, first offered on December 21, 2009, includes the historical performance of Class B shares through December 20, 2009. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

3Q/09

8.29%

Worst Quarter

4Q/10

-4.99%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class -1.82% 1.51% 2.86%
Class A -1.70% 1.56% 2.89%
Class B -2.35% 1.86% 3.07%
Class C 1.69% 2.20% 3.08%
Class I 3.30% 2.75% 3.61%
Return After Taxes on Distributions
Class B -2.37% 1.86% 3.07%
Return After Taxes on Distributions and Sale of Fund Shares
Class B -0.02% 2.16% 3.19%
Barclays Capital Municipal Bond Index (reflects no deductions for fees, expenses, or taxes) 2.38% 4.09% 4.83%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service date

MacKay Shields LLC

John Loffredo, Senior Managing Director

Since 2009

Robert DiMella, Senior Managing Director

Since 2009

Michael Petty, Director

Since February 2011

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally expected to be exempt from federal income tax. However, the Fund may also derive taxable income and/or capital gains. Distributions to shareholders of any such taxable income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, will be taxable.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Global High Income Fund

Investment Objective

The Fund seeks to provide maximum current income by investing in high-yield debt securities of non-U.S. issuers. Capital appreciation is a secondary objective.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% 4.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.72% 0.72% 0.72% 0.72% 0.72%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.40% 0.28% 0.40% 0.40% 0.28%
Total Annual Fund Operating Expenses 1.37% 1.25% 2.12% 2.12% 1.00%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.70% on assets up to $500 million and 0.65% on assets in excess of $500 million, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.02% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming
redemption
at end of period
Assuming no redemption Assuming
redemption
at end of period
1 Year $ 583 $ 572 $ 215 $ 715 $ 215 $ 315 $ 102
3 Years $ 864 $ 829 $ 664 $ 964 $ 664 $ 664 $ 318
5 Years $ 1,166 $ 1,105 $ 1,139 $ 1,339 $ 1,139 $ 1,139 $ 552
10 Years $ 2,022 $ 1,893 $ 2,261 $ 2,261 $ 2,452 $ 2,452 $ 1,225

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 92% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests in securities rated below investment grade at levels at least equal to the percentage of below investment grade debt found in the Fund's primary benchmark index. Below investment grade securities shall be securities rated lower than Baa3 by Moody's Investor Service, Inc. ("Moody's") and BBB- by Standard & Poor's ("S&P"), or if unrated, are deemed to be of comparable quality by the Fund's Subadvisor, MacKay Shields LLC. Some securities rated below investment grade by S&P or Moody's are commonly referred to as "junk bonds." If S&P and Moody's assign different ratings to the same security, the Fund will use the lower rating for purposes of determining the security's credit quality.

Normally, the Fund will invest a significant amount of its assets (at least 40%, unless the Fund's Subadvisor deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in securities issued by governments, their agencies and authorities, and corporations that are located in at least three different foreign countries. The Fund principally invests in countries that are considered emerging markets, but may invest in countries with established economies that the Subadvisor believes present favorable conditions. Some of the foreign securities in which the Fund invests may be denominated in foreign currency.

The Fund's principal investments include yankee (dollar-denominated) debt securities, Brady Bonds, variable rate notes, mortgage-related and asset-backed securities and mortgage dollar rolls. The Fund may also invest in derivative instruments, such as floaters, including inverse floaters, forward commitments, futures, options and swaps agreements to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. The Fund may invest up to 15% of its total assets in swaps, including credit default swaps. The Fund is "non-diversified" which means that it may invest a greater percentage of its assets than other funds in a particular issuer.

The Fund may buy and sell currency on a spot basis, buy foreign currency options, and enter into foreign currency forward contracts. These techniques may be used for any legally permissible purpose, including to increase the Fund's return.

Investment Process: The Fund's Subadvisor identifies investment opportunities by beginning with country selection, then assessing local currencies for upside potential and downside risk and finally, evaluating specific securities based on the financial condition and competitiveness of the issuer. The Subadvisor considers factors such as prospects for a country's political stability, currency exchange rates, interest rates, inflation, relative economic growth and governmental policies.

The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of foreign economies and meaningful changes in the issuer's financial condition and competitiveness.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

Non-Diversification Risk: Because the Fund is "non-diversified," it may be more susceptible than diversified funds to risks associated with an individual issuer, and to single economic, political or regulatory occurrences.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the JPMorgan EMBI Global Diversified Index as its primary benchmark index. The JPMorgan EMBI Global Diversified Index is a market-capitalization weighted, total return index tracking the traded market for U.S. dollar-denominated Brady bonds, Eurobonds, traded loans and local market debt instruments issued by sovereign and quasi-sovereign entities.

Performance data for the classes varies based on differences in their fee and expense structures. Class I shares were first offered to the public on August 31, 2007. Performance figures for Class I shares include the historical performance of Class A shares through August 30, 2007. Performance figures for Investor Class shares, which were first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

3Q/09

13.07%

Worst Quarter

4Q/08

-8.94%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 8.63% 7.27% 11.41%
Class A 8.74% 7.35% 11.46%
Class B 7.86% 7.14% 11.09%
Class C 11.85% 7.46% 11.10%
Class I 14.14% 8.62% 12.26%
Return After Taxes on Distributions
Class B 5.42% 4.82% 8.36%
Return After Taxes on Distributions and Sale of Fund Shares
Class B 5.25% 4.78% 8.02%
JPMorgan EMBI Global Diversified Index (reflects no deductions for fees, expenses, or taxes) 12.24% 8.37% 10.86%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Managers

Service Date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since February 2011

Michael Kimble, Managing Director

Since February 2011

Howard Booth, Director

Since 2008

Gary Goodenough, Senior Managing Director

Since 2003

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Balanced Fund

Investment Objective

The Fund seeks high total return.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% 0.70%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None None 0.25% 0.50%
Other Expenses 0.49% 0.30% 0.49% 0.49% 0.30% 0.40% 0.40% 0.39%
Acquired (Underlying) Fund Fees and Expenses 0.01% 0.01% 0.01% 0.01% 0.01% 0.01% 0.01% 0.01%
Total Annual Fund Operating Expenses 3 1.45% 1.26% 2.20% 2.20% 1.01% 1.11% 1.36% 1.60%
Waivers / Reimbursements 3 (0.01)% (0.01)% (0.01)% (0.01)% (0.01)% (0.01)% (0.01)% (0.01)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 1.44% 1.25% 2.19% 2.19% 1.00% 1.10% 1.35% 1.59%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.70% on assets up to $1 billion; 0.65% on assets from $1 billion to $2 billion; and 0.60% on assets in excess of $2 billion.

3

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Class A shares do not exceed 1.24% of its average daily net assets. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points, to the other share classes. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I Class R1 Class R2 Class R3
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 689 $ 670 $ 222 $ 722 $ 222 $ 322 $ 102 $ 112 $ 137 $ 162
3 Years $ 982 $ 927 $ 687 $ 987 $ 687 $ 687 $ 321 $ 352 $ 430 $ 504
5 Years $ 1,298 $ 1,203 $ 1,179 $ 1,379 $ 1,179 $ 1,179 $ 557 $ 611 $ 744 $ 870
10 Years $ 2,189 $ 1,988 $ 2,344 $ 2,344 $ 2,533 $ 2,533 $ 1,235 $ 1,351 $ 1,634 $ 1,899

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 123% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests approximately 60% of its assets (net assets plus any borrowings for investment purposes) in stocks and 40% of its assets in fixed-income securities (such as bonds) and cash equivalents. Although this 60/40 ratio may vary, the Fund will always invest at least 25% of its assets in fixed-income securities.

The Fund may invest up to 20% of its net assets in foreign securities, but only in countries the Manager or Subadvisor considers stable and only in securities considered to be of high quality. The Fund may also invest in derivatives, such as futures and options, to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Under normal market conditions, the Manager and Subadvisor will seek to keep the portfolio fully invested rather than taking temporary cash positions with respect to their portions of the Fund's assets. The Manager and Subadvisor will sell a security if it becomes relatively overvalued, if better opportunities are identified, or if they determine that the initial investment expectations are not being met.

Equity Investment Process: Madison Square Investors LLC, the Fund's Subadvisor, manages the equity portion of the Fund. The Subadvisor generally invests in mid-capitalization, value oriented stocks, but may also invest in large capitalization, value oriented stocks. The Subadvisor considers mid-capitalization stocks to be those with a market capitalization that, at the time of investment, are similar to the companies in the Russell Midcap ® Index, the S&P MidCap 400 ® Index, or a universe selected from the smallest 800 companies of the largest 1,000 companies, ranked by market capitalization. Mid-capitalization stocks are common stocks of mid-size U.S. companies that tend to be well known, and to have large amount of stock outstanding compared to small-capitalization stocks.

"Value" stocks are stocks that the Subadvisor determines (1) have strong or improving fundamental characteristics and (2) have been overlooked by the marketplace so that they are undervalued or "underpriced" relative to the rest of the Fund's universe.

The Subadvisor's equity security selection process is based upon a quantitative process that ranks stocks based on traditional value measures, earnings quality, and technical factors. The Fund's portfolio of securities is constructed to reflect both return expectation and market segment outlook.

Fixed-Income Investment Process: New York Life Investments, the Fund's Manager, manages the fixed-income portion of the Fund. The Manager invests in U.S. government securities, mortgage-backed securities, asset-backed securities and investment grade bonds issued by U.S. corporations. It selects fixed-income securities based on their credit quality and duration. The fixed-income portion of the portfolio has an intermediate term duration that ranges from three to five years.

The Fund's investments may include variable rate notes, floaters and mortgage-related securities (including mortgage-backed) securities, which are debt securities whose values are based on underlying pools of mortgages, and asset-backed securities, which are debt securities whose values are based on underlying pools of credit receivables.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Manager and Subadvisor may not produce the desired results.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Additional risks associated with an investment in the Fund include the following: (i) not all U.S. government securities are insured or guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt; and (ii) the Fund's yield will fluctuate with changes in short-term interest rates.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Manager to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of several broad-based securities market indices as well as a composite index. The Fund has selected the Russell Midcap ® Value Index as its primary benchmark index. The Russell Midcap ® Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap ® Index companies with lower price-to-book ratios and lower forecasted growth values. The Fund has selected the Balanced Composite Index as its secondary benchmark index. The Balanced Composite Index is comprised of the Russell Midcap ® Value Index and the Bank of America Merrill Lynch 1-10 Year U.S. Corporate & Government Index weighted 60%/40%, respectively. The Fund has selected the Bank of America Merrill Lynch 1-10 Year U.S. Corporate & Government Index as an additional benchmark index. The Bank of America Merrill Lynch 1-10 Year U.S. Corporate & Government Index is a market capitalization-weighted index including U.S. Government and fixed coupon domestic investment grade corporate bonds with at least $100 million par amount outstanding.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class A, B, R1 and R2 shares, first offered on January 2, 2004, include the historical performance of Class I shares through January 1, 2004. Performance figures for Class R3 shares, first offered to the public on April 28, 2006, include the historical performance of Class I shares through April 27, 2006. Performance figures for Class C shares, first offered on January 2, 2004, include the historical performance of the L Class shares (which were redesignated as Class C shares on January 2, 2004) from December 30, 2002 through January 1, 2004 and the historical performance of the Class I shares through December 29, 2002. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2001-2010)

   

Best Quarter

2Q/09

13.23%

Worst Quarter

4Q/08

-13.31%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 6.85% 1.82% 5.08%
Class A 7.02% 1.91% 5.13%
Class B 7.20% 1.84% 4.89%
Class C 11.21% 2.20% 4.89%
Class I 13.51% 3.42% 6.08%
Class R1 13.45% 3.33% 5.97%
Class R2 13.13% 3.06% 5.70%
Class R3 12.86% 2.80% 5.44%
Return After Taxes on Distributions
Class I 13.12% 2.64% 5.13%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 9.10% 2.69% 4.89%
Russell Midcap ® Value Index (reflects no deductions for fees, expenses, or taxes) 24.75% 4.08% 8.07%
Balanced Composite Index (reflects no deductions for fees, expenses, or taxes) 17.55% 5.25% 7.48%
Bank of America Merrill Lynch 1-10 Year U.S. Corporate & Government Index (reflects no deductions for fees, expenses, or taxes) 6.03% 5.46% 5.45%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager, overseeing the investment portfolio of the Fund, and provides day-to-day portfolio management services for the fixed-income portion of the Fund. Madison Square Investors LLC serves the Fund's Subadvisor and provides day-to-day portfolio management services for the equity portion of the Fund.

 

Manager/Subadvisor

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Thomas J. Girard, Managing Director

Since 2008

Madison Square Investors LLC

Harvey J. Fram, Managing Director

Since January 2011

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Convertible Fund

Investment Objective

The Fund seeks capital appreciation together with current income.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.59% 0.59% 0.59% 0.59% 0.59%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.44% 0.21% 0.44% 0.44% 0.21%
Total Annual Fund Operating Expenses 1.28% 1.05% 2.03% 2.03% 0.80%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.60% on assets up to $500 million; 0.55% on assets from $500 million up to $1 billion; and 0.50% on assets in excess of $1 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.01% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming
no
redemption
Assuming redemption at end of period Assuming
no
redemption
Assuming redemption at end of period
1 Year $ 673 $ 651 $ 206 $ 706 $ 206 $ 306 $ 82
3 Years $ 934 $ 866 $ 637 $ 937 $ 637 $ 637 $ 255
5 Years $ 1,214 $ 1,098 $ 1,093 $ 1,293 $ 1,093 $ 1,093 $ 444
10 Years $ 2,010 $ 1,762 $ 2,166 $ 2,166 $ 2,358 $ 2,358 $ 990

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 80% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in "convertible securities" such as bonds, debentures, corporate notes, and preferred stocks or other securities that are convertible into common stock or the cash value of a stock or a basket or index of equity securities. The balance of the Fund may be invested or held in non-convertible debt, equity securities that do not pay regular dividends, U.S. government securities, and cash or cash equivalents.

Investment Process : The Fund takes a flexible approach by investing in a broad range of securities of a variety of companies and industries. The Fund invests in investment grade and below investment grade debt securities, which are generally rated lower than Baa3 by Moody's Investors Service, Inc. ("Moody's") and BBB- by Standard & Poor's ("S&P") or, if unrated, are determined to be of equivalent quality by MacKay Shields LLC, the Fund's Subadvisor. Some securities that are rated below investment grade by S&P or Moody's are commonly referred to as "junk bonds." The Subadvisor may also invest without restriction in securities within the rating category of BB or B by S&P or Ba or B by Moody's. If Moody's and S&P assign different ratings to the same security, the Subadvisor will use the lower rating for purposes of determining the security's credit quality.

In selecting convertible securities for purchase or sale, the Subadvisor takes into account a variety of investment considerations, including the potential return of the common stock into which the convertible security is convertible, credit risk, projected interest return, and the premium for the convertible security relative to the underlying common stock.

The Fund may also invest in "synthetic" convertible securities, which are derivative positions composed of two or more securities whose investment characteristics, taken together, resemble those of traditional convertible securities. Unlike traditional convertible securities whose conversion values are based on the common stock of the issuer of the convertible security, "synthetic" and "exchangeable" convertible securities are preferred stocks or debt obligations of an issuer which are structured with an embedded equity component whose conversion value is based on the value of the common stocks of two or more different issuers or a particular benchmark (which may include indices, baskets of domestic stocks, commodities, a foreign issuer or basket of foreign stocks, or a company whose stock is not yet publicly traded). The value of a synthetic convertible is the sum of the values of its preferred stock or debt obligation component and its convertible component.

The Fund may invest in foreign securities, which are securities issued by companies organized outside the U.S. and traded primarily in markets outside the U.S.

The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the economy, meaningful changes in the issuer's financial condition, changes in credit risk, and changes in projected interest return.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisor may not produce the desired results.

Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

Synthetic Convertible Securities Risk: The values of a synthetic convertible and a true convertible security may respond differently to market fluctuations. In addition, in purchasing a synthetic convertible security, the Fund may have counterparty (including counterparty credit) risk with respect to the financial institution or investment bank that offers the instrument. Purchasing a synthetic convertible security may provide greater flexibility than purchasing a traditional convertible security.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of a broad-based securities market index. The Fund has selected the Bank of America Merrill Lynch All U.S. Convertible Index as its primary benchmark index. The Bank of America Merrill Lynch All U.S. Convertible Index is a market-capitalization weighted index of domestic corporate convertible securities. In order to be included in the Index, bonds and preferred stocks must be convertible only to common stock and have a market value or original par value of at least $50 million.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. Performance figures for Class I shares, first offered November 28, 2008, include historical performance of Class B shares through November 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

3Q/09

14.57%

Worst Quarter

4Q/08

-17.45%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 11.19% 5.71% 4.80%
Class A 11.37% 5.83% 4.86%
Class B 11.72% 5.81% 4.62%
Class C 15.73% 6.13% 4.61%
Class I 18.20% 7.28% 5.71%
Return After Taxes on Distributions
Class B 11.24% 5.24% 4.15%
Return After Taxes on Distributions and Sale of Fund Shares
Class B 7.66% 4.82% 3.81%
Bank of America Merrill Lynch All U.S. Convertible Index (reflects no deductions for fees, expenses, or taxes) 16.77% 5.71% 4.96%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investment Management LLC serves as the Fund's Manager. MacKay Shields LLC serves as the Fund's Subadvisor.

 

Subadvisor

Portfolio Manager

Service date

MacKay Shields LLC

Edward Silverstein, Senior Managing Director

Since 2001

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

MainStay Income Builder Fund

Investment Objective

The Fund seeks to realize current income consistent with reasonable opportunity for future growth of capital and income.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 117 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.64% 0.64% 0.64% 0.64% 0.64%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.61% 0.26% 0.60% 0.60% 0.25%
Total Annual Fund Operating Expenses 1.50% 1.15% 2.24% 2.24% 0.89%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

The management fee is as follows: 0.64% on assets up to $500 million; 0.60% on assets from $500 million up to $1 billion; and 0.575% on assets in excess of $1 billion, plus a fee for fund accounting services previously provided by New York Life Investment Management LLC ("New York Life Investments") under a separate fund accounting agreement. This addition to the management fee amounted to 0.01% of the Fund's average daily net assets, but did not result in a net increase in Total Annual Fund Operating Expenses.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 694 $ 661 $ 227 $ 727 $ 227 $ 327 $ 91
3 Years $ 998 $ 895 $ 700 $ 1,000 $ 700 $ 700 $ 284
5 Years $ 1,323 $ 1,148 $ 1,200 $ 1,400 $ 1,200 $ 1,200 $ 493
10 Years $ 2,242 $ 1,871 $ 2,388 $ 2,388 $ 2,575 $ 2,575 $ 1,096

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 76% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests a minimum of 30% of its net assets in equity securities and a minimum of 30% of its net assets in debt securities. From time to time, the Fund may temporarily invest slightly less than 30% of its net assets in equity or debt securities as a result of market conditions, individual securities transactions or cash flow considerations.

Asset Allocation Investment Process: Asset allocation decisions are made by MacKay Shields, LLC ("MacKay Shields"), the Subadvisor for the fixed-income portion of the Fund, based on the relative values of each asset class, inclusive of the ability of each asset class to generate income. As part of these asset allocation decisions, the Subadvisor may use equity index futures to add exposure to the equity markets. Neither equity index futures nor fixed-income futures are counted toward the Fund's total equity and fixed-income exposures, respectively.

Equity Investment Process: Epoch Investment Partners, Inc. ("Epoch"), the Subadvisor for the equity portion of the Fund , invests primarily in companies that generate increasing levels of free cash flow with managements that use free cash flow to create returns for shareholders.

The security selection process focuses on free-cash-flow analytics as opposed to traditional accounting-based metrics. The Subadvisor seeks to identify companies with a consistent, straightforward ability to both generate free cash flow and to properly allocate it among internal reinvestment opportunities, acquisitions, dividends, share repurchases and/or debt pay downs.

Epoch may sell or reduce a position in a security when it believes its investment objectives have been met or when the security is deemed less attractive relative to another security on a return/risk basis. The Subadvisor may sell or reduce a position in a security if it sees the investment thesis failing to materialize.

Debt Investment Process: The Fund may invest in investment grade and below investment grade debt securities of varying maturities. In pursuing the Fund's investment objective, the Fund may invest up to 30% of its net assets in debt securities that MacKay Shields believes may provide capital appreciation in addition to income and are rated below investment grade by Moody's Investor Service, Inc. ("Moody's) or Standard & Poor's ("S&P"), or if unrated, deemed to be of comparable creditworthiness by MacKay Shields. For purposes of this limitation, both the percentage and rating are counted at the time of purchase. If Moody's and S&P assign different ratings to the same security, MacKay Shields will use the higher rating for purposes of determining the security's credit quality. Some securities that are rated below investment grade by Moody's or S&P are referred to as "junk bonds."

The Fund maintains a flexible approach by investing in a broad range of securities, which may be diversified by company, industry and type.

Principal debt investments include U.S. government securities, domestic and foreign debt securities, mortgage-related and asset-backed securities and floating rate loans. The Fund may also enter into mortgage dollar roll and to-be-announced ("TBA") securities transactions.

The Fund may also invest in convertible securities such as bonds, debentures, corporate notes and preferred stocks or other securities that are convertible into common stock or the cash value of a stock or a basket or index of equity securities.

Investments Across the Fund: The Fund may invest in derivatives, such as futures, options, forward commitments and swap agreements, to try to enhance returns or reduce the risk of loss of (hedge) certain of its holdings. The Fund also may use fixed-income futures for purposes of managing duration and yield curve exposures. The Fund may invest up to 10% of its total assets in swaps, including credit default swaps.

The Subadvisors may sell a security if they no longer believe the security will contribute to meeting the investment objective of the Fund. In considering whether to sell an equity security, Epoch may evaluate, among other things, meaningful changes in the issuer's financial condition, including a deceleration in revenue and earnings growth. In considering whether to sell a debt security, MacKay Shields may evaluate, among other things, deterioration in the issuer's credit quality.

Principal Risks

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund 's Subadvisors may not produce the desired results.

Debt Securities Risk : The risks of investing in debt securities include (without limitation): (i) credit risk, i.e. , the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e. , a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e. , low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e. , when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e. , the securities selected by the Subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e. , during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund 's income, if the proceeds are reinvested at lower interest rates.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Value Stock Risk: Value stocks may never reach what the Subadvisor believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may also be more vulnerable to adverse business or market developments.

Mid-Cap Stock Risk: Stocks of mid-cap companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than stocks of larger companies. Because these businesses frequently rely on narrower product lines and niche markets, they can suffer isolated setbacks.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative as they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Floating Rate Loans Risk: The floating rate loans in which the Fund invests are usually rated below investment grade (commonly referred to as "junk bonds") and are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. Moreover, such securities may, under certain circumstances, be less liquid than higher quality debt securities. Although certain floating rate loans are collateralized, there is no guarantee that the value of the collateral will be sufficient to repay the loan. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates. In the event of a recession or serious credit event, among other eventualities, the Fund's investments in floating rate loans are more likely to decline.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Mortgage Dollar Roll Transaction Risk: Mortgage dollar roll transactions are subject to certain risks, including the risk that securities returned to the Fund at the end of the roll, while substantially similar, may be inferior to what was initially sold to the counterparty.

TBA Securities Risk: The principal risks are that the counterparty may not deliver the security as promised and/or that the value of the TBA security may decline prior to when the Fund receives the security.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, imposition of taxes, higher brokerage and custodian fees, currency rate fluctuations or exchange controls or other government restrictions, including seizure or nationalization of foreign deposits or assets. There may also be difficulty in invoking legal protections across borders. Some of these risks may cause the Fund's share price to be more volatile than that of a U.S. only mutual fund. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. The risks of foreign securities are likely to be greater in emerging market countries than in foreign countries with developed securities markets and more advanced regulatory regimes. Among other things, emerging market countries may have economic structures that are less mature and political systems that are less stable. Moreover, emerging market countries may have less developed securities markets, high inflation, and rapidly changing interest and currency exchange rates. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Fund's assets.

Convertible Securities Risk: Convertible securities may be subordinate to other securities. In part, the total return for a convertible security depends upon performance of the underlying stock into which it can be converted. Also, issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments. If an issuer stops making interest and/or principal payments, the Fund could lose its entire investment.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Fund. Swap transactions tend to shift the Fund's investment exposure from one type of investment to another, and therefore entail the risk that a party will default on its payment obligations to the Fund. Futures may be more volatile than direct investments in the instrument underlying the futures, and may not correlate perfectly to the underlying instrument. Futures also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying security, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. Forward commitments entail the risk that the instrument may be worth less when it is issued or received than the price the Fund agreed to pay when it made the commitment. The use of foreign currency forwards may result in currency exchange losses due to fluctuations in currency exchange rates or an imperfect correlation between portfolio holdings denominated in a particular currency and the forward contracts entered into by the Fund.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-, five- and ten-year periods compare to those of several broad-based securities market indices as well as a composite index. The Fund has selected the Morgan Stanley Capital International ("MSCI") World Index as its primary benchmark. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The Fund has selected the Russell 1000 ® Index as its secondary benchmark. The Russell 1000 ® Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 ® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Fund has selected the Income Builder Composite Index as an additional benchmark. The Income Builder Composite Index is comprised of the MSCI World Index and the Barclays Capital U.S. Aggregate Bond Index weighted 50%/50%, respectively. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. Performance figures for Class I shares, first offered on January 2, 2004, include the historical performance of Class B shares, through January 1, 2004. Performance figures for Investor Class shares, first offered on February 28, 2008, include the performance of Class A shares through February 27, 2008. Performance for newer share classes is adjusted for differences in fees and expenses. Unadjusted, the performance shown for the newer classes might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class B Shares

(by calendar year 2001-2010)

   

Best Quarter

3Q/10

9.82%

Worst Quarter

4Q/08

-14.22%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Return Before Taxes
Investor Class 7.66% 2.27% 0.86%
Class A 8.04% 2.41% 0.92%
Class B 8.07% 2.35% 0.67%
Class C 12.09% 2.65% 0.66%
Class I 14.52% 3.94% 1.89%
Return After Taxes on Distributions
Class B 7.37% 1.25% -0.07%
Return After Taxes on Distributions and Sale of Fund Shares
Class B 5.64% 1.74% 0.37%
MSCI World Index (reflects no deduction for fees, expenses, or taxes) 11.76% 2.43% 2.31%
Russell 1000 ® Index (reflects no deduction for fees, expenses, or taxes)] 16.10% 2.59% 1.83%
Income Builder Composite Index (reflects no deductions for fees, expenses, or taxes) 9.73% 4.59% 4.47%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes) 6.54% 5.80% 5.84%

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class B shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager. Epoch Investment Partners, Inc. serves as co-Subadvisor to the Fund and manages the Fund's equity investments and MacKay Shields LLC serves as co-Subadvisor to the Fund and manages the Fund's fixed-income investments, as well as the overall asset allocation decisions for the Fund.

 

Subadvisors

Portfolio Managers

Service date

MacKay Shields LLC

Dan Roberts, Senior Managing Director

Since 2009

Michael Kimble, Managing Director

Since 2009

Louis N. Cohen, Managing Director

Since 2010

Taylor Wagenseil, Managing Director

Since 2010

Gary Goodenough, Senior Managing Director

Since 2000

Epoch Investment Partners, Inc.

Eric Sappenfield, Managing Director & Senior Analyst

Since 2009

William Priest, Chief Executive Officer & Co-Chief Investment Officer

Since 2009

Michael Welhoelter, Managing Director

Since 2009

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 125 of the Prospectus.

More About Investment Strategies and Risks
Information about each Fund's objective, principal investment strategies, investment practices and principal risk factors appears in the relevant summary sections for each Fund at the beginning of this Prospectus. The information below describes in greater detail the investments, investment practices and other risks pertinent to the Funds. Some of the Funds may use the investments/strategies discussed below more than other Funds.

Additional information about the investment practices of the Funds and risks pertinent to these practices is included in the Statement of Additional Information ("SAI"). The following information is provided in alphabetical order and not necessarily in order of importance.

American Depositary Receipts ("ADRs")

The Funds may invest in ADRs. ADRs, which are typically issued by a U.S. financial institution (a "depositary"), evidence ownership interests in a security or pool of securities issued by a foreign company which are held by a depositary. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. Because ADRs are not denominated in the same currency as the underlying securities into which they may be converted, they are subject to currency risks. In addition, depositary receipts involve many of the same risks of investing directly in foreign securities. Generally, ADRs are considered to be foreign securities.

Brady Bonds

Brady Bonds are securities created through the exchange of existing commercial bank loans to foreign sovereign entities for new obligations in connection with debt restructurings. They are subject to the risks of foreign securities.

Closed-End Funds

The Funds may invest in shares of closed-end funds. Closed-end funds are investment companies that generally do not continuously offer their shares for sale. Rather, closed-end funds typically trade on a secondary market, such as the New York Stock Exchange or the NASDAQ Stock Market, Inc. ("NASDAQ"). Closed-end funds are subject to management risk because the adviser to the closed-end fund may be unsuccessful in meeting the fund's investment objective. Moreover, investments in a closed-end fund generally reflects the risks of the closed-end fund's underlying portfolio securities. Closed-end funds may also trade at a discount or premium to their net asset value ("NAV") and may trade at a larger discount or smaller premium subsequent to purchase by the Fund. Closed-end funds may trade infrequently and with small volume, which may make it difficult for a Fund to buy and sell shares. Closed-end funds are subject to management fees and other expenses that may increase their cost versus the costs of owning the underlying securities. Since closed-end funds trade on exchanges, a Fund may also incur brokerage expenses and commissions when it buys or sells closed-end fund shares.

Convertible Securities

Convertible securities, until converted, have the same general characteristics as debt securities insofar as they generally provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. By permitting the holder to exchange an investment for common stock or the cash value of a security or a basket or index of securities, convertible securities may also enable the investor to benefit from increases in the market price of the underlying securities. Therefore, convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.

Debt Securities

Investors buy debt securities primarily to profit through interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt securities, including (without limitation):

  • bonds;

  • notes; and

  • debentures.

Some debt securities pay interest at fixed rates of return, while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the principal amount that is to be paid at maturity.

The risks involved with investing in debt securities include (without limitation):

  • Credit risk: The purchaser of a debt security lends money to the issuer of that security. If the issuer does not pay back the loan, the holder of the security may experience a loss on its investment.

  • Maturity risk: A debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity. Therefore, the net asset value of a Fund that holds debt securities with a longer average maturity may fluctuate in value more than the NAV of a Fund that holds debt securities with a shorter average maturity.

  • Market risk: Like other securities, debt securities are subject to the forces of supply and demand. Low demand may negatively impact the price of a debt security.

  • Interest rate risk: The value of debt securities usually changes when interest rates change. Generally, when interest rates go up, the value of a debt security goes down and when interest rates go down, the value of a debt security goes up.

Debt securities rated below investment grade by Moody's Investor Service, Inc. ("Moody's") or Standard & Poor's ("S&P") are considered to have speculative characteristics and some may be commonly referred to as "junk bonds." Junk bonds entail default and other risks greater than those associated with higher-rated securities.

The duration of a bond or mutual fund portfolio is an indication of sensitivity to changes in interest rates. In general, the longer a Fund's duration, the more it will react to changes in interest rates and the greater the risk and return potential.

A laddered maturity schedule means a portfolio is structured so that a certain percentage of the securities will mature each year. This helps the Fund manage duration and risk, and attempts to create a more consistent return.

Derivative Transactions

The Funds may enter into derivative transactions, or "derivatives," which may include options, futures, options on futures and swap agreements. The value of derivatives is based on certain underlying equity or fixed-income securities, interest rates, currencies or indices. The use of these transactions is a highly specialized activity that involves investment techniques, tax planning and risks that are different from those of ordinary securities transactions. Derivatives may be hard to sell at an advantageous price or time and typically are very sensitive to changes in the underlying security, interest rate, currency or index. As a result, derivatives can be highly volatile. If the Manager or the Subadvisor is incorrect about its expectations of changes in interest rates or market conditions, the use of derivatives could result in a loss, which in some cases may be unlimited. When using derivatives, there is a risk that a Fund will lose money if the contract counterparty does not make the required payments or otherwise fails to comply with the terms of the contract. In the event of the bankruptcy or insolvency of a counterparty, the Fund could experience the loss of some or all of its investment or experience delays in liquidating its positions, including declines in the value of its investment during the period in which the Fund seeks to enforce its rights, and an inability to realize any gains on its investment during such period. A Fund may also incur fees and expenses in enforcing its rights. In addition, the leverage associated with inverse floaters, a type of derivative, may result in greater volatility in their market value than other income-producing securities.

As investment companies registered with the SEC, the Funds must maintain reserves of liquid assets to "cover" obligations with respect to certain kinds of derivatives instruments.

Equity Securities

Certain Fund s may invest in equity securities for capital appreciation or other reasons. Publicly held corporations may raise needed cash by issuing or selling equity securities to investors. When a Fund buys the equity securities of a corporation it becomes a part owner of the issuing corporation. Equity securities may be bought on stock exchanges, such as the New York Stock Exchange, NASDAQ, the American Stock Exchange, foreign stock exchanges, or in the over-the-counter market, such as NASDAQ's Over-the-Counter Bulletin Board. There are many different types of equity securities, including (without limitation):

  • common stocks;

  • preferred stocks;

  • ADRs; and

  • real estate investment trusts.

Investors buy equity securities to make money through dividend payments and/or selling them for more than they paid. The risks involved with investing in equity securities include (without limitation):

  • Changing economic conditions: Equity securities may fluctuate as a result of general economic conditions, including changes in interest rates.

  • Industry and company conditions: Certain industries or individual companies may come in and out of favor with investors. In addition, changing technology and competition may make equity securities volatile.

  • Security selection: A portfolio manager may not be able to consistently select the equity securities that appreciate in value, or anticipate changes that can adversely affect the value of a Fund 's holdings. Investments in smaller and mid-size companies may be more volatile than investments in larger companies.

Exchange Traded Funds ("ETFs")

To the extent a Fund may invest in securities of other investment companies, the Fund may invest in shares of ETFs. ETFs are investment companies that trade like stocks. Like stocks, shares of ETFs are not traded at NAV, but may trade at prices above or below the value of their underlying portfolios. The price of an ETF is derived from and based upon the securities held by the ETF. The level of risk involved in the purchase or sale of an ETF is similar to the risk involved in the purchase or sale of a traditional common stock, except that the pricing mechanism for an ETF is based on a basket of securities. Thus, the risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by a Fund could result in losses on the Fund's investment in ETFs. ETFs are subject to management fees and other fees that may increase their costs versus the costs of owning the underlying securities directly. A Fund may from time to time invest in ETFs, primarily as a means of gaining exposure for the portfolio to the market without investing in individual securities, particularly in the context of managing cash flows into the Fund.

Each Fund can invest its net assets in ETFs that invest in similar securities and count such holdings towards various guideline tests (such as the 80% test required under Rule 35d-1 under the Investment Company Act of 1940, as amended (the "1940 Act")).

Floating Rate Loans

Floating rate loans incur some of the same risks as other debt securities, such as prepayment risk, credit risk, interest rate risk and risk found with high-yield securities.

Floating rate loans are subject to the risk that the scheduled interest or principal payments will not be paid. Lower-quality loans (those of less than investment grade quality) involve greater risk of default on interest and principal payments than higher quality loans. In the event that a non-payment occurs, the value of that obligation likely will decline. In turn, the NAV of a Fund's shares also will decline. Generally, the lower the rating category, the more risky the investment.

Although the floating rate loans in which a Fund generally invests are speculative, they are generally subject to less credit risk than debt securities rated below investment grade, as they have features that such debt securities generally do not have. They are typically senior obligations of the borrower or issuer, are typically secured by collateral, and generally are subject to certain restrictive covenants in favor of the lenders or security holders that invest in them. Floating rate loans are usually issued in connection with a financing or corporate action (such as leveraged buyout loans, leveraged recapitalizations and other types of acquisition financing). In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. As such, floating rate loans are part of highly leveraged transactions and involve a significant risk that the borrower may default or go into bankruptcy. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates.

A Fund will typically purchase loans via assignment, which makes the Fund a direct lender. However, a Fund may also invest in floating rate loans by purchasing a participation interest. See "Loan Participation Interests."

A Fund also may be in possession of material non-public information about a borrower as a result of its ownership of a floating rate instrument of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information, a Fund might be unable to enter into a transaction in a publicly-traded security of that borrower when it would otherwise be advantageous to do so.

Foreign Securities

Generally, foreign securities are issued by companies organized outside the U.S. and are traded primarily in markets outside the U.S. Generally, foreign debt instruments are issued by companies organized outside the U.S., but may be traded on bond markets or over-the-counter in the U.S. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investments in emerging market countries present risks to a greater degree than those presented by investments in countries with developed securities markets and more advanced regulatory systems.

Many of the foreign securities in which the Funds invest will be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Funds' assets. However, a Fund may engage in foreign currency transactions to attempt to protect itself against fluctuations in currency exchange rates in relation to the U.S. dollar. See "Risk Management Techniques" below.

Futures Transactions

A Fund may purchase and sell single stock futures or stock index futures to hedge the equity portion of its investment portfolio with regard to market (systemic) risk or to gain market exposure to that portion of the market represented by the futures contracts. A Fund may also purchase and sell other futures when deemed appropriate, in order to hedge the equity or non-equity portions of its portfolio. In addition, to the extent that it invests in foreign securities, and subject to any applicable restriction on the Fund's ability to invest in foreign currencies, each Fund may enter into contracts for the future delivery of foreign currencies to hedge against changes in currency exchange rates. Subject to compliance with applicable rules and restrictions, the Funds also may enter into futures contracts traded on foreign futures exchanges such as those located in Frankfurt, Tokyo, London or Paris.

A Fund may purchase and sell futures contracts on debt securities and on indices of debt securities in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of a Fund's securities. A Fund may also enter into such futures contracts for other appropriate risk management, income enhancement and investment purposes.

There are several risks associated with the use of futures contracts and options on futures contracts as hedging techniques. There can be no assurance that a liquid market will exist at the time when a Fund seeks to close out a futures contract. If no liquid market exists, a Fund would remain obligated to meet margin requirements until the position is closed. Futures may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in a Fund's securities being hedged, even if the hedging vehicle closely correlates with the Fund's investments, such as with single stock futures contracts. If the price of a futures contract changes more than the price of the securities or currencies, a Fund will experience either a loss or a gain on the futures contracts that will not be completely offset by changes in the price of the securities or currencies that are the subject of the hedge. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives.

High-Yield Securities

High-yield securities (commonly referred to as "junk bonds") are typically rated below investment grade by one or more of the rating agencies or, if not rated, are determined to be of equivalent quality by the Manager or Subadvisor and are sometimes considered speculative.

Investments in high-yield securities or "junk bonds" involve special risks in addition to the risks associated with investments in higher rated securities. High-yield securities may be regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, such securities may, under certain circumstances, be less liquid than higher rated securities. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Illiquid and Restricted Securities

A Fund's investments may include illiquid securities or restricted securities. The principal risk of investing in illiquid and restricted securities is that they may be difficult to sell.

Securities and other investments purchased by a Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. Domestic and foreign markets are becoming more and more complex and interrelated, so that events in one sector of the market or the economy or in one geographical region, can reverberate and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With respect to over-the-counter traded securities, the continued viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase the securities.

If one or more instruments in a Fund's portfolio become illiquid, a Fund may exceed its limit on illiquid instruments. In the event that this occurs, the Fund must take steps to bring the aggregate amount of illiquid instruments back within the prescribed limitations as soon as reasonably practicable. This requirement would not force a Fund to liquidate any portfolio instrument where the Fund would suffer a loss on the sale of that instrument. Where no clear indication of the value of a particular investment is available, the investment will be valued at its fair value according to valuation procedures approved by the Funds' Boards. These cases include, among others, situations where the secondary markets on which a security has previously been traded are no longer viable for lack of liquidity. The value of illiquid securities may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists, and thus negatively affect a Fund's NAV. For more information on fair valuation, please see "Fair Valuation and Portfolio Holdings Disclosure."

Restricted securities are securities that are sold only through negotiated private transactions and not to the general public, due to certain restrictions imposed by federal securities laws.

Initial Public Offerings ("IPOs")

Certain Funds may invest in securities that are made available in IPOs. IPO securities may be volatile, and the Funds cannot predict whether investments in IPOs will be successful. As a Fund grows in size, the positive effect of IPO investments on the Fund may decrease.

Investment Policies and Objectives

Certain of the Funds have names which suggest a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, each of these Funds has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its assets (net assets plus the amount of any borrowings for investment purposes) in investments of the type suggested by its name, as set forth in that Fund's Principal Investment Strategies section. This requirement is applied at the time a Fund invests its assets. If, subsequent to an investment by a Fund, this requirement is no longer met, the Fund's future investments will be made in a manner that will bring the Fund into compliance with this requirement. In addition, in appropriate circumstances, synthetic investments may count toward the 80% minimum if they have economic characteristics similar to the other investments included in the basket. Except with respect to the MainStay High Yield Municipal Fund and the MainStay Tax Free Bond Fund, a Fund's policy to invest at least 80% of its assets in such a manner is "non-fundamental," which means that it may be changed without the vote of a majority of the Fund's outstanding shares as defined in the 1940 Act. The Funds have adopted a policy to provide a Fund's shareholders with at least 60 days' prior notice of any changes in a Fund's non-fundamental investment policy.

The MainStay High Yield Municipal Bond Fund and the MainStay Tax Free Bond Fund also have names which suggest a focus on a particular type of investment (MainStay High Yield Municipal Bond Fund's name suggests investment in municipal bonds; however Rule 35d-1 does not apply to the "High Yield" portion of the Fund's name). In accordance with Rule 35d-1, each of these Funds has adopted a policy that it will invest at least 80% of the value of its assets in investments the income from which is exempt from federal income tax. The investment policy of MainStay High Yield Municipal Bond Fund and the MainStay Tax Free Bond Fund to invest at least 80% of its assets in such a manner is "fundamental," which means that it may not be changed without the vote of a majority of the respective Fund's outstanding shares as defined in the 1940 Act.

When the discussion states that a Fund invests "primarily" in a certain type or style of investment, this means that under normal circumstances the Fund will invest at least 65% of its assets, as described above, in that type or style of investment. Each Fund's investment objective is non-fundamental and may be changed without shareholder vote.

A Fund may invest its net assets in ETFs whose underlying securities are similar to those in which the Fund may invest directly, and count such holdings toward various guideline tests (such as the 80% test required under Rule 35d-1 under the 1940 Act).

Large Transaction Risks

From time to time, the Funds may receive large purchase or redemption orders from affiliated or unaffiliated mutual funds or other investors. Such large transactions could have adverse effects on a Fund's performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains and increase a Fund's transaction costs. The Funds have adopted procedures designed to mitigate the negative impacts of such large transactions, but there can be no assurance that these procedures will be effective.

Lending of Portfolio Securities

Although not considered to be a principal investment strategy at this time, all of the Funds may lend their portfolio securities. Portfolio securities may be loaned to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the Funds' Boards. A risk of lending portfolio securities, as with other extensions of credit, is the possible loss of rights in the collateral should the borrower fail financially. In determining whether to lend securities, the Manager, the Subadvisors, or its/their agent, will consider all relevant facts and circumstances, including the creditworthiness of the borrower.

Loan Participation Interests

Loan participation interests, also referred to as Participations, are fractional interests in an underlying corporate loan and may be purchased from an agent bank, co-lenders or other holders of Participations. There are three types of Participations which a Fund may purchase. A Participation in a novation of a corporate loan involves a Fund assuming all of the rights of the lender in a corporate loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. Second, a Fund may purchase a Participation in an assignment of all or a portion of a lender's interest in a corporate loan, in which case a Fund may be required generally to rely on the assigning lender to demand payment and to enforce its rights against the borrower, but would otherwise be entitled to all of such lender's rights in the underlying corporate loan. Third, a Fund may also purchase a Participation in a portion of the rights of a lender in a corporate loan, in which case, a Fund will be entitled to receive payments of principal, interest and fees, if any, but generally will not be entitled to enforce its rights against the agent bank or borrower. The Fund must rely on the lending institution for that purpose.

The principal credit risk associated with acquiring Participations from a co-lender or another Participant is the credit risk associated with the underlying corporate borrower. A Fund may incur additional credit risk, however, when it is in the position of Participant rather than co-lender because the Fund must then assume the risk of insolvency of the co-lender from which the Participation was purchased and that of any person interposed between the Fund and the co-lender.

Mortgage Dollar Roll Transactions

In a mortgage dollar roll transaction, a Fund sells a mortgage-backed security from its portfolio to another party and agrees to buy a similar security from the same party at a set price at a later date.

Mortgage-Related and Asset-Backed Securities

Mortgage-related (including mortgage-backed) and asset-backed securities are securities whose values are based on underlying pools of loans that may include interests in pools of lower-rated debt securities, consumer loans or mortgages, or complex instruments such as collateralized mortgage obligations and stripped mortgage-backed securities. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers and the creditworthiness of the parties involved. The Manager's or Subadvisors' ability to correctly forecast interest rates and other economic factors will impact the success of investments in mortgage-related and asset-backed securities. Some securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. These securities may also be subject to prepayment risk if interest rates fall, and if the security has been purchased at a premium the amount of some or all of the premium may be lost in the event of prepayment. On the other hand, if interest rates rise, there may be fewer repayments, which would cause the average bond maturity to rise and increase the potential for a Fund to lose money.

Municipal Bonds

Municipal bonds are bonds issued by, or on behalf of, the states, the District of Columbia, the territories, commonwealths and possessions of the United States and their political subdivisions, and agencies, authorities and instrumentalities.

NAV Will Fluctuate

The value of Fund shares, also known as the NAV, generally fluctuates based on the value of a Fund's holdings.

Not Insured—You Could Lose Money

Before considering an investment in a Fund, you should understand that you could lose money.

Options

An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option. If a Fund's Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return.

Portfolio Turnover

Portfolio turnover measures the amount of trading a Fund does during the year. Due to their trading strategies, certain Funds may experience a portfolio turnover rate of over 100%. The portfolio turnover rate for each Fund is found in the relevant summary sections for each Fund and the Financial Highlights. The use of certain investment strategies may generate increased portfolio turnover. A Fund with a high turnover rate (at or over 100%) often will have higher transaction costs (which are paid by the Fund) and may generate short-term capital gains (on which you'll pay taxes, even if you don't sell any shares by year-end).

Real Estate Investment Trusts ("REITs")

The Funds may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related loans. Investment in REITs carries with it many of the risks associated with direct ownership of real estate, including declines in property values, extended vacancies, increases in property taxes, and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults, and are subject to heavy cash flow dependency.

Risk Management Techniques

Various techniques can be used to increase or decrease a Fund's exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices.

These practices can be used in an attempt to adjust the risk and return characteristics of a Fund's portfolio of investments. For example, to gain exposure to a particular market, a Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as "hedging." If the Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, which in some cases may be unlimited, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of a Fund and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.

Short Sales

If a security sold short increases in price, a Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. A Fund may have substantial short positions and may borrow those securities to make delivery to the buyer. A Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, a Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons. Because losses on short sales arise from increases in the valve of the security sold short, such losses are theoretically unlimited.

When borrowing a security for delivery to a buyer, a Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. A Fund must normally repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. Also, the lender of a security may terminate the loan at a time when a Fund is unable to borrow the same security for delivery. In that case, the Fund would need to purchase a replacement security at the then current market price or "buy in" by paying the lender an amount equal to the cost of purchasing the security.

Until a Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with the Fund 's custodian to cover the Fund 's short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. Additionally, a Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit a Fund 's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Swap Agreements

The Funds may enter into interest rate, credit default, index, equity (including total return), and currency exchange rate swap agreements to attempt to obtain a desired return at a lower cost than a direct investment in an instrument yielding that desired return. In a typical swap transaction, two parties agree to exchange the returns (or differentials in rates of returns) earned or realized on particular investments or instruments. The payments may be adjusted for transaction costs, interest payments, the amount of interest paid on the investment or instrument or other factors.

Whether a Fund's use of swap agreements will be successful will depend on whether the Manager or Subadvisor correctly predicts movements in the value of particular securities, interest rates, indices and currency exchange rates. In addition, swap agreements entail the risk that a party will default on its payment obligations to the Fund. For example, credit default swaps can result in losses if a Fund does not correctly evaluate the creditworthiness of the company on which the credit default swap is based. Such instruments are not afforded the same protections as may apply to participants trading futures or options on organized exchanges, such as the performance guarantee of an exchange clearinghouse. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. There is a risk that the other party could go bankrupt and the Fund would lose the value of the security it should have received in the swap. For additional information on swaps, see "Derivative Transactions" above. Also, see the "Tax Information" section in the SAI for information regarding the tax considerations relating to swap agreements.

Temporary Defensive Investments

In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes or for liquidity purposes, each Fund may invest outside the scope of its principal investment strategies. Under such conditions, a Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the Fund will achieve its investment objective. Under such circumstances, each Fund may invest without limit in money market securities and other investments.

The MainStay Cash Reserves Fund, MainStay Money Market Fund and MainStay Principal Preservation Fund also may invest outside the scope of their principal investment strategies in securities other than money market instruments for temporary defensive purposes, subject to Rule 2a-7 under the 1940 Act and their investment guidelines.

To-Be-Announced ("TBA") Securities

In a TBA securities transaction, a seller agrees to deliver a security to a Fund at a future date. However, the seller does not specify the particular security to be delivered. Instead, a Fund agrees to accept any security that meets specified terms.

There can be no assurance that a security purchased on a TBA basis will be delivered by the counterparty. Also, the value of TBA securities on the delivery date may be more or less than the price paid by a Fund to purchase the securities. A Fund will lose money if the value of the TBA security declines below the purchase price and will not benefit if the value of the security appreciates above the sale price prior to delivery.

When-Issued Securities and Forward Commitments

Debt securities are often issued on a when-issued or forward commitment basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the securities take place at a later date. During the period between purchase and settlement, no payment is made by a Fund and no interest accrues to the Fund . There is a risk that the security could be worth less when it is issued than the price the Fund agreed to pay when it made the commitment. Similarly, a Fund may commit to purchase a security at a future date at a price determined at the time of the commitment. The same procedure and risks exist for forward commitments as for when-issued securities.

Yankee Debt Securities

Yankee debt securities are dollar-denominated securities of foreign issuers that are traded in the United States.

Zero Coupon and Payment-in-Kind Bonds

One or more of the Funds may purchase zero coupon bonds, which are debt obligations issued without any requirement for the periodic payment of interest. The Funds may also invest in payment-in-kind bonds. Payment-in-kind bonds normally give the issuer an option to pay in cash at a coupon payment date or in securities with a fair value equal to the amount of the coupon payment that would have been made. Zero coupon bonds are issued at a significant discount from their face value. The discount approximates the total amount of interest the bonds would accrue and compound over the period until maturity at a rate of interest reflecting the market rate at the time of issuance. Because interest on zero coupon obligations is not paid to the Funds on a current basis but is, in effect, compounded, the value of this type of security is subject to greater fluctuations in response to changing interest rates than the value of debt obligations that distribute income regularly.

Zero coupon bonds and payment-in-kind bonds tend to be subject to greater market risk than interest paying securities of similar maturities. The discount represents income, a portion of which a Fund must accrue and distribute every year even though the Fund receives no payment on the investment in that year. Therefore, these investments tend to be more volatile than securities which pay interest periodically and in cash.

In addition, there may be special tax considerations associated with investing in high-yield/high-risk bonds structured as zero coupon or payment-in-kind securities. Interest on these securities is recorded annually as income even though no cash interest is received until the security's maturity or payment date. As a result, the amounts that have accrued each year are required to be distributed to shareholders and such amounts will be taxable to shareholders. Additionally, a Fund may have to sell some of its assets to distribute cash to shareholders. These actions are likely to reduce the Fund's assets and may thereby increase its expense ratio and decrease its rate of return.

Shareholder Guide

The following pages are intended to provide information regarding how to buy and sell shares of the MainStay Funds and to help you understand the costs associated with buying, holding and selling your MainStay Fund investments. Not all of the MainStay Funds discussed below are offered in this Prospectus. Furthermore, certain share classes are not available for all MainStay Funds or to all investors.

For additional details regarding the information described in this Shareholder Guide or if you have any questions, please contact your financial adviser or the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) or by going online to mainstayinvestments.com.

Please note that shares of the MainStay Funds are generally not available for purchase by foreign investors.

NYLIFE Distributors LLC and/or the MainStay Funds reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains in a check mailed to any investor who becomes a non-U.S. resident; and (ii) to redeem shares and close the account of an investor who becomes a non-U.S. resident.

SIMPLE IRA Plan accounts and certain other retirement plan accounts may not be eligible to invest in certain MainStay Funds, and may only be eligible to hold Investor Class shares.

The following terms are used in this Shareholder Guide:

"MainStay Asset Allocation Funds" collectively refers to the MainStay Conservative Allocation Fund, MainStay Moderate Allocation Fund, MainStay Moderate Growth Allocation Fund, and MainStay Growth Allocation Fund.

"MainStay Blended Funds" collectively refers to the MainStay Balanced Fund, MainStay Convertible Fund, and MainStay Income Builder Fund.

"MainStay Epoch Funds" collectively refers to the MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, and MainStay Epoch International Small Cap Fund.

"MainStay Equity Funds" collectively refers to the MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, MainStay 130/30 International Fund, MainStay Common Stock 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 Growth Equity Fund, MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund, MainStay MAP Fund, MainStay S&P 500 Index Fund, and MainStay U.S. Small Cap Fund.

"MainStay Income Funds" collectively refers to the MainStay Balanced Fund, MainStay Cash Reserves Fund, MainStay Convertible Fund, MainStay Flexible Bond Opportunities Fund, MainStay Floating Rate Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Corporate Bond Fund, MainStay High Yield Municipal Bond Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund, MainStay Indexed Bond Fund, MainStay Intermediate Term Bond Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund, MainStay Tax Free Bond Fund, and MainStay Short Term Bond Fund.

"MainStay International Equity Funds" collectively refers to the MainStay 130/30 International Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, and MainStay International Equity Fund.

"MainStay Money Market Funds" collectively refers to the MainStay Cash Reserves Fund, MainStay Money Market Fund, and MainStay Principal Preservation Fund.

"MainStay Retirement Funds" collectively refers to the MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund, and MainStay Retirement 2050 Fund.

The Board of Trustees of Eclipse Funds, the Board of Trustees of MainStay Funds Trust, the Board of Trustees of The MainStay Funds, and the Board of Directors of Eclipse Funds Inc. are collectively referred to as the "Board."

The Investment Company Act of 1940, as amended, is referred to as the "1940 Act."

New York Life Investment Management LLC is referred to as the "Manager" or "New York Life Investments."

New York Life Insurance Company is referred to as "New York Life."

NYLIM Service Company LLC is referred to as the "Transfer Agent" or "NYLIM Service Company."

NYLIFE Distributors LLC is referred to as the "Distributor" or "NYLIFE Distributors."

The New York Stock Exchange is referred to as the "Exchange."

Net asset value is referred to as "NAV."

The Securities and Exchange Commission is referred to as the "SEC."

Before You Invest:
Deciding Which Class of Shares to Buy

The MainStay Funds offer Investor Class, and Class A, B, C, I, R1, R2 and R3 shares, as applicable. Each share class of a MainStay Fund represents an interest in the same portfolio of securities, but each class has its own sales charge and expense structure, providing you with different choices for meeting the needs of your situation. Depending upon how you wish to purchase shares of a MainStay Fund and the MainStay Fund in which you wish to invest, the share classes available to you may vary.

The decision as to which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial adviser. Important factors to consider include:

  • how much you plan to invest;

  • how long you plan to hold your shares;

  • total expenses associated with each class of shares; and

  • whether you qualify for any reduction or waiver of sales charge.

As with any business, running a mutual fund involves costs. There are regular operating costs, such as investment advisory fees, marketing and distribution expenses, and custodial, transfer agency, legal and accounting fees, among others. These operating costs are typically paid from the assets of a MainStay Fund, and thus, all investors in the MainStay Funds indirectly share the costs. These expenses for each MainStay Fund are presented in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Annual Fund Operating Expenses." As the fee tables show, certain costs are borne equally by each share class. In cases where services or expenses are class-specific, such as distribution and/or service (12b-1) fees, the fees payable for transfer agency services or certain other expenses, the costs may be allocated differently among the share classes.

In addition to the direct expenses that a MainStay Fund bears, MainStay Fund shareholders indirectly bear the expenses of the other funds in which the MainStay Fund invests ("Underlying Funds"), where applicable. The tables entitled "Fees and Expenses of the Fund" reflect a MainStay Fund's estimated indirect expenses from investing in Underlying Funds based on the allocation of the MainStay Fund's assets among the Underlying Funds during the MainStay Fund's most recent fiscal year. These expenses may be higher or lower over time depending on the actual investments of the MainStay Fund's assets in the Underlying Funds and the actual expenses of the Underlying Funds.

In some cases, the Total Annual Fund Operating Expenses reflected in the tables entitled "Fees and Expenses of the Fund" may differ in part from the amounts shown in the Financial Highlights section of the applicable Prospectuses, which reflect only the operating expenses of a MainStay Fund for its prior fiscal year and do not include the MainStay Fund's share of the fees and expenses of any Underlying Fund.

Most significant among the class-specific costs are:

  • Distribution and/or Service (12b-1) Fee —named after the SEC rule that permits their payment, 12b-1 fees are paid by a class of shares to the Distributor for distribution and/or shareholder services such as marketing and selling MainStay Fund shares, compensating brokers and others who sell MainStay Fund shares, advertising, printing and mailing of prospectuses, responding to shareholder inquiries, etc.

  • Shareholder Service Fee —this fee covers certain services provided to retirement plans investing in Class R1, Class R2 and Class R3 shares that are not included under a MainStay Fund's 12b-1 plan, such as certain account establishment and maintenance, order processing, and communication services.

An important point to keep in mind about 12b-1 fees and shareholder service fees is that they reduce the value of your shares, and therefore, will proportionately reduce the returns you receive on your investment and any dividends that are paid. See "Information on Fees" in this section for more information about these fees.

In addition to regular operating costs, there are costs associated with an individual investor's transactions and account, such as the compensation paid to your financial adviser for helping you with your investment decisions. The MainStay Funds typically cover such costs by imposing sales charges and other fees directly on the investor either at the time of purchase or upon redemption. These charges and fees for each MainStay Fund are presented earlier in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Shareholder Fees." Such charges and fees include:

  • Initial Sales Charge —also known as a "front-end sales load," refers to a charge that is deducted from your initial investment in Investor Class and Class A shares and is used to compensate the Distributor and/or your financial adviser for their efforts and assistance to you in connection with the purchase. The key point to keep in mind about a front-end sales load is that it reduces the amount available to purchase MainStay Fund shares.

  • Contingent Deferred Sales Charge —also known as a "CDSC" or "back-end sales load," refers to a sales load that is deducted from the proceeds when you redeem MainStay Fund shares (that is, sell shares back to the MainStay Fund). The amount of the CDSC that you pay will depend on how long you hold your shares and decreases to zero if you hold your shares long enough. Although you pay no sales charge at the time of purchase, the Distributor typically pays your financial adviser a commission up-front. In part to compensate the Distributor for this expense over time, you will pay a higher ongoing 12b-1 fee. Over time, these fees may cost you more than paying an initial sales charge.

Distribution and/or service (12b-1) fees, shareholder service fees, initial sales charges and contingent deferred sales charges are each discussed in more detail in this Shareholder Guide. Investor Class, Class A, Class B and Class C shares of the MainStay Money Market Fund are sold with no initial sales charge or CDSC and have no annual 12b-1 fees. The following table gives you a summary of the differences among share classes with respect to such fees and other important factors:

Summary of Important Differences Among Share Classes
Investor
Class
Class A Class B Class C Class I Class R1 Class R2 Class R3
Initial sales charge Yes Yes None None None None None None
Contingent
deferred sales
charge
None 1 None 1 Sliding scale during the first six years after purchase 2 1% on sale of shares held for one year or less None None None None
Ongoing distribution
and/or service
(12b-1) fees
0.25% 0.25% 0.75% 3 distributionand 0.25% service(1.00% total) ,4 0.75% 3 distributionand 0.25% service(1.00% total) ,4 None None 0.25% 0.25%
distribution and
0.25% service
(0.50% total)
Shareholder
service fee
None None None None None 0.10% 0.10% 0.10%
Conversion feature Yes 5 Yes 5 Yes 5 None Yes 5 Yes 5 Yes 5 Yes 5
Purchase
maximum 6
None None $100,000 $1,000,000 7 None None None None

1

A CDSC of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge. No sales charge applies on investments of $1 million or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund). The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

2

The CDSC period for MainStay Floating Rate Fund is a sliding scale during the first four years after purchase.

3

0.25% for MainStay Tax Free Bond Fund.

4

0.50% for MainStay Tax Free Bond Fund.

5

See the sections discussing Share Class Considerations and the section entitled "Buying, Selling, Converting and Exchanging Fund Shares -- Conversions Between Share Classes" for more information on the voluntary and/or automatic conversions that apply to each share class.

6

Per transaction. Does not apply to purchases by certain retirement plans.

7

$500,000 for MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund.

The following discussion is not intended to be investment advice or a recommendation because each investor's financial situation and considerations are different. Additionally, certain MainStay Funds have sales charge and expense structures that may alter your analysis as to which share class is most appropriate for your needs. This analysis can best be made by discussing your situation and the factors mentioned above with your financial adviser. Generally, however, Investor Class shares or Class A shares are more economical if you intend to invest larger amounts and hold your shares long-term (more than six years, for most MainStay Funds). Class C shares may be more economical if you intend to hold your shares for a shorter term (six years or less, for most MainStay Funds). Class I shares are the most economical, regardless of amount invested or intended holding period, but are offered only to certain institutional investors or through certain financial intermediary accounts. Class R1, R2 and R3 shares are available only to certain employer-sponsored retirement plans.

Investor Class Share Considerations

  • Your Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If at that time the value of your Investor Class shares in any one MainStay Fund equals or exceeds $25,000, whether by shareholder action or change in market value, or if you have otherwise become eligible to invest in Class A shares, your Investor Class shares of that MainStay Fund will be automatically converted into Class A shares. Eligible Investor Class shares may also convert upon request. Please note that, in most cases, you may not aggregate your holdings of Investor Class shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) to qualify for this conversion feature. Certain holders of Investor Class shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Please also note that if your account balance falls below $25,000 ($15,000 for investors that meet certain asset thresholds), whether by shareholder action or change in market value, after conversion to Class A shares or you otherwise no longer qualify to hold Class A shares, your account may be converted automatically to Investor Class shares. Please see "Class A Share Considerations" for more details.

  • Investor Class shares generally have higher expenses than Class A shares. By maintaining your account balance in a MainStay Fund at or above $25,000 ($15,000 for investors that meet certain asset thresholds), you will continue to be eligible to hold Class A shares of the MainStay Fund. If the value of your account is below this amount, you may consider increasing your account balance to meet this minimum to qualify for Class A shares. In addition, if you have accounts with multiple MainStay Funds whose values aggregate to at least $25,000 ($15,000 for investors that meet certain asset thresholds), you may consider consolidating your accounts into a MainStay Asset Allocation Fund account to qualify for Class A shares, if such action is consistent with your investment program.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Investor Class shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment. Please see "Information on Sales Charges" for more information. We also describe below how you may reduce or eliminate the initial sales charge. Please see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" for more information.

    Since some of your investment goes to pay an up-front sales charge when you purchase Investor Class shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Investor Class shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

Class A Share Considerations

  • Generally, Class A shares have a minimum initial investment amount of $25,000 per MainStay Fund. Class A share balances are examined Fund-by-Fund on a semi-annual basis. If at that time the value of your Class A shares in any one MainStay Fund is less than $25,000 ($10,000 in the case of IRA or 403(b)(7) accounts that are making required minimum distributions via MainStay's systematic withdrawal plan or systematic exchange program, and $15,000 in the case of investors with $100,000 or more invested in the MainStay Funds combined, regardless of share class), whether by shareholder action or change in market value, or if you are otherwise no longer eligible to hold Class A shares, your Class A shares of that MainStay Fund will be converted automatically into Investor Class shares. Please note that you may not aggregate holdings of Class A shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) in order to avoid this conversion feature.

Please note that if you qualify for the $15,000 minimum initial investment, you must maintain aggregate investments of $100,000 or more in the MainStay Funds, regardless of share class, and an account balance at or above $15,000 per MainStay Fund to avoid having your account automatically convert into Investor Class shares. Certain holders of Class A shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Class A shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment (see "Information on Sales Charges"). We also describe below how you may reduce or eliminate the initial sales charge (see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares").

  • Since some of your investment goes to pay an up-front sales charge when you purchase Class A shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Class A shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

Class B Share Considerations

  • You pay no initial sales charge on an investment in Class B shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment. Over time these fees may cost you more than paying an initial sales charge on Investor Class or Class A shares. Consequently, it is important that you consider your investment goals and the length of time you intend to hold your shares when comparing your share class options.

  • You should consult with your financial adviser to assess your intended purchase in light of your particular circumstances.

  • The MainStay Funds will generally not accept a purchase order for Class B shares in the amount of $100,000 or more.

  • In most circumstances, you will pay a CDSC if you sell Class B shares within six years (four years with respect to MainStay Floating Rate Fund) of buying them (see "Information on Sales Charges"). There are exceptions, which are described in the SAI.

  • Selling Class B shares during the period in which the CDSC applies can significantly diminish the overall return on an investment.

  • If you intend to hold your shares less than six years (four years with respect to MainStay Floating Rate Fund), Class C shares will generally be more economical than Class B shares of most MainStay Funds.

  • When you sell Class B shares, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, fully aged shares, and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Class B shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, eight years (four years with respect to MainStay Floating Rate Fund) after the date they were purchased. This reduces distribution and/or service (12b-1) fees from 1.00% to 0.25% of average daily net assets (or from 0.50% to 0.25% with respect to MainStay Tax Free Bond Fund).

  • Share class conversions are based on the NAVs of the two classes, and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate this share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert proportionately with the shares that are converting.

Class C Share Considerations

  • You pay no initial sales charge on an investment in Class C shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment.

  • In most circumstances, you will pay a 1.00% CDSC if you redeem shares held for one year or less.

  • When you sell Class C shares of a MainStay Fund, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, then fully aged shares and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Unlike Class B shares, Class C shares do not convert to Investor Class or Class A shares. As a result, long-term Class C shareholders will pay higher ongoing distribution and/or service (12b-1) fees over the life of their investment.

  • The MainStay Funds will generally not accept a purchase order for Class C shares in the amount of $1,000,000 or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund).

Class I Share Considerations

  • You pay no initial sales charge or CDSC on an investment in Class I shares.

  • You do not pay any ongoing distribution and/or service (12b-1) fees.

    You may buy Class I shares if you are an:

    • Institutional Investor

      • Certain employer-sponsored, association or other group retirement plans or employee benefit trusts with a service arrangement through New York Life Retirement Plan Services or the Distributor or their affiliates;

      • Certain financial institutions, endowments, foundations, government entities or corporations investing on their own behalf;

      • Clients transacting through financial intermediaries that purchase Class I shares through: (i) fee-based accounts that charge such clients an ongoing fee for advisory, investment, consulting or similar services; or (ii) a no-load network or platform that has entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform.

    • Individual Investor who is initially investing at least $5 million in any single MainStay Fund: (i) directly with the MainStay Fund; or (ii) through certain private banks and trust companies that have an agreement with the Distributor or its affiliates;

    • Existing Class I Shareholder ; or

    • Existing MainStay Fund's Board Member .

Class R1, Class R2 and Class R3 Share Considerations

  • You pay no initial sales charge or CDSC on an investment in Class R1, Class R2 or Class R3 shares.

  • You pay ongoing shareholder service fees for Class R1, Class R2 and Class R3 shares. You also pay ongoing distribution and/or service (12b-1) fees for Class R2 and Class R3 shares.

  • Class R1, Class R2 and Class R3 shares are available in certain individual retirement accounts and in certain retirement plans that have a service arrangement with New York Life Retirement Plan Services or the Distributor, including:

    • Section 401(a) and 457 plans;

    • Certain Section 403(b)(7) plans;

    • 401(k), profit sharing, money purchase pension and defined benefit plans; and

    • Non-qualified deferred compensation plans.

Investment Minimums and Eligibility Requirements

The following minimums apply if you are investing in a MainStay Fund. A minimum initial investment amount may be waived for purchases by the Board members and directors and employees of New York Life and its affiliates and subsidiaries. The MainStay Funds may also waive investment minimums for certain qualified purchases and accept additional investments of smaller amounts at their discretion. Please see the SAI for additional information.

Investor Class Shares

All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class A Shares

  • $25,000 minimum initial investment with no minimum subsequent purchase amount requirement for any single MainStay Fund; or

  • $15,000 minimum initial investment with no minimum subsequent purchase amount for investors who, in the aggregate, have assets of $100,000 or more invested in any share class of any of the MainStay Funds. To qualify for this investment minimum, all aggregated accounts must be tax reportable under the same tax identification number. You may not aggregate your holdings with the holdings of any other person or entity to qualify for this investment minimum. Please note that accounts held through broker/dealers or other types of institutions may not be aggregated to qualify for this investment minimum. We will only aggregate those accounts held directly with the MainStay Funds.

Please note that if you qualify for this reduced minimum, you must also maintain aggregate assets of $100,000 or more invested in any share classes of any of the MainStay Funds and an account balance at or above $15,000 per MainStay Fund to avoid having your Class A account automatically convert into Investor Class shares.

  • There is no minimum initial investment and no minimum subsequent investment for Class A shares of the MainStay Money Market Fund if all of your other accounts contain Class A shares only.

Please note that if at any time you hold any class of shares other than Class A shares, your holdings in the MainStay Money Market Fund will immediately become subject to the applicable investment minimums, subsequent purchase minimums and subsequent conversion features.

Broker/dealers (and their affiliates) or certain service providers with customer accounts that trade primarily on an omnibus level or through the National Securities Clearing Corporation's Fund/SERV network (Levels 1-3 only); certain retirement plan accounts, including investment-only plan accounts; directors and employees of New York Life and its affiliates; investors who obtained their Class A shares through certain reorganizations (including holders of Class P shares of any of the predecessor funds to the MainStay Epoch Funds as of November 16, 2009); and subsidiaries and employees of the subadvisors to any of the MainStay Funds are not subject to the minimum investment requirement for Class A shares. For more information, please see the SAI.

Class B and/or Class C Shares

All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class I Shares

  • Individual Investors—$5 million minimum for initial purchases of any single MainStay Fund and no minimum subsequent purchase amount in any MainStay Fund; and

  • Institutional Investors and the MainStay Funds' Board Members—no minimum initial or subsequent purchase amounts in any MainStay Fund.

Please note that Class I shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

Class R1, Class R2 and Class R3 Shares

If you are eligible to invest in Class R1, Class R2 or Class R3 shares of the MainStay Funds there are no minimum initial or subsequent purchase amounts.

Information on Sales Charges

Investor Class Shares and Class A Shares

The initial sales charge you pay when you buy Investor Class shares or Class A shares differs depending upon the MainStay Fund you choose and the amount you invest, as indicated in the following tables. The sales charge may be reduced or eliminated for larger purchases, as described below, or as described under "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares." Any applicable sales charge will be deducted directly from your investment. All or a portion of the sales charge may be retained by the Distributor or allocated to your dealer/financial adviser as a concession. Investor Class shares and Class A shares of MainStay Money Market Fund are not subject to a sales charge.

MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Balanced Fund
MainStay Common Stock Fund
MainStay Conservative Allocation Fund
MainStay Convertible Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay ICAP Equity Fund
MainStay ICAP Global Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund
MainStay Income Builder Fund
MainStay International Equity Fund
MainStay Large Cap Growth Fund
MainStay MAP 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 U.S. Small Cap Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $50,000 5.50% 5.82% 4.75%
$50,000 to $99,999 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.


MainStay Indexed Bond Fund
MainStay Short Term Bond Fund
MainStay S&P 500 Index Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.50% 2.56% 2.25%
$250,000 to $499,999 2.00% 2.04% 1.75%
$500,000 to $999,999 1.50% 1.52% 1.25%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

MainStay Flexible Bond Opportunities Fund
MainStay Global High Income Fund
MainStay Government Income Fund
MainStay High Yield Corporate Bond Fund
MainStay High Yield Opportunities Fund
MainStay Intermediate Term Bond Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.


MainStay Floating Rate Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.00% 2.04% 1.75%
$250,000 to $499,999 1.50% 1.52% 1.25%
$500,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.


MainStay High Yield Municipal Bond Fund MainStay Tax Free Bond Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.

Class B Shares

Class B shares are sold without an initial sales charge. However, if Class B shares are redeemed within six years (four years with respect to MainStay Floating Rate Fund) of their purchase, a CDSC will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class B shares have higher ongoing distribution and/or service (12b-1) fees and, over time, these fees may cost you more than paying an initial sales charge. The Class B share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class B shares. The amount of the CDSC will depend on the number of years you have held the shares that you are redeeming, according to the following schedule:

All MainStay Funds (except MainStay Floating Rate Fund)
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 5.00%
Second year 4.00%
Third year 3.00%
Fourth year 2.00%
Fifth year 2.00%
Sixth year 1.00%
Thereafter None
MainStay Floating Rate Fund
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 3.00%
Second year 2.00%
Third year 2.00%
Fourth year 1.00%
Thereafter None

Class C Shares

Class C shares are sold without an initial sales charge. However, if Class C shares are redeemed within one year of purchase, a CDSC of 1.00% will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class C shares have higher ongoing distribution and/or service (12b-1) fees, and, over time these fees may cost you more than paying an initial sales charge. The Class C share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class C shares.

Computing Contingent Deferred Sales Charge on Class B and Class C

A CDSC may be imposed on redemptions of Class B and Class C shares of a MainStay Fund, at the rates previously described, at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class B or Class C account to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class B shares during the preceding six years (four years with respect to MainStay Floating Rate Fund) or Class C shares during the preceding year.

However, no CDSC will be imposed to the extent that the NAV of the Class B or Class C shares redeemed does not exceed:

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased more than six years (four years with respect to MainStay Floating Rate Fund) prior to the redemption for Class B shares or more than one year prior to the redemption for Class C shares; plus

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased through reinvestment of dividends or capital gain distributions; plus

  • increases in the NAV of the investor's Class B or Class C shares of the MainStay Fund above the total amount of payments for the purchase of Class B or Class C shares of the MainStay Fund made during the preceding six years (four years with respect to MainStay Floating Rate Fund) for Class B shares or one year for Class C shares.

There are exceptions, which are described in the SAI.

Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares

Reducing the Initial Sales Charge on Investor Class Shares and Class A Shares

You may be eligible to buy Investor Class and Class A shares of the MainStay Funds at one of the reduced sales charge rates shown in the tables above through a Right of Accumulation or a Letter of Intent, as described below. You may also be eligible for a waiver of the initial sales charge as set forth below. Each MainStay Fund reserves the right to modify or eliminate these programs at any time. However, please note the Right of Accumulation or Letter of Intent may only be used to reduce sales charges and may not be used to satisfy investment minimums or to avoid the automatic conversion feature of Investor Class or Class A shares.

  • Right of Accumulation

A Right of Accumulation allows you to reduce the initial sales charge as shown in the tables above by combining the amount of your current purchase with the current market value of investments made by you, your spouse, and your children under age 21 in Investor Class, Class A, Class B, or Class C shares of most MainStay Funds. You may not include investments of previously non-commissioned shares in the MainStay Money Market Fund, investments in Class I shares, or your interests in any MainStay Fund held through a 401(k) plan or other employee benefit plan. For example, if you currently own $45,000 worth of Class C shares of a MainStay Fund, your spouse owns $50,000 worth of Class B shares of another MainStay Fund, and you wish to invest $15,000 in a MainStay Fund, using your Right of Accumulation you can invest that $15,000 in Investor Class or Class A shares (if eligible) and pay the reduced sales charge rate normally applicable to a $110,000 investment. For more information please see the SAI.

  • Letter of Intent

Where the Right of Accumulation allows you to use prior investments to reach a reduced initial sales charge, a Letter of Intent allows you to qualify for a discount by combining your current purchase amount with purchases you, your spouse or children under age 21 intend to make in the near future. A Letter of Intent is a written statement to the Distributor of your intention to purchase Investor Class, Class A, Class B or Class C shares of one or more MainStay Funds (excluding investments of previously non-commissioned shares in the MainStay Money Market Fund) over a 24-month period. The total amount of your intended purchases will determine the reduced sales charge rate that will apply to Investor Class or Class A shares (if eligible) of the MainStay Funds purchased during that period. You can also apply a Right of Accumulation to these purchases.

Your Letter of Intent goal must be at least $100,000. Submitting a Letter of Intent does not obligate you to purchase the specified amount of shares. If you do not meet your intended purchase goal, however, the initial sales charge that you paid on your purchases will be recalculated to reflect the actual value of shares you purchased. A certain portion of your shares will be held in escrow by the Transfer Agent for this purpose. For more information please see the SAI.

  • Your Responsibility

To receive the reduced sales charge, you must inform the Distributor of your eligibility and holdings at the time of your purchase if you are buying shares directly from the MainStay Funds. If you are buying shares through a financial intermediary firm, you must tell your financial adviser of your eligibility for a Right of Accumulation or a Letter of Intent at the time of your purchase.

To combine shares of eligible MainStay Funds held in accounts at other intermediaries under your Right of Accumulation or a Letter of Intent, you may be required to provide the Distributor or your financial adviser a copy of each account statement showing your current holdings of each eligible MainStay Fund, including statements for accounts held by you, your spouse or your children under age 21, as described above. The Distributor or intermediary through which you are buying shares will combine the value of all your eligible MainStay Fund holdings based on the current NAV per share to determine what Investor Class or Class A sales charge rate you may qualify for on your current purchase. If you do not inform the Distributor or your financial adviser of all of the holdings or planned purchases that make you eligible for a sales charge reduction or do not provide requested documentation, you may not receive a discount to which you are otherwise entitled.

More information on Investor Class and Class A share sales charge discounts is available in the SAI or on the internet at mainstayinvestments.com.

"Spouse" with respect to a Right of Accumulation and Letter of Intent is defined as the person to whom you are legally married. We also consider your spouse to include the following: i) an individual of the same gender with whom you have been joined in a civil union or legal contract similar to marriage; ii) a domestic partner, who is an individual (including one of the same gender) to whom you are not related by blood and with whom you have shared a primary residence for at least six months in a relationship as a couple where you, your domestic partner or both of you provide for the personal or financial welfare of the other without a fee; or iii) an individual with whom you have a common law marriage, which is a marriage in a state where such marriages are recognized between a man and a woman arising from the fact that the two live together and hold themselves out as being married.

Group Benefit Plan Purchases

You will not pay an initial sales charge if you purchase Investor Class shares or Class A shares through a group retirement or other benefit plan (other than IRA plans) that meets certain criteria, including:

  • 50 or more participants; or

  • an aggregate investment in shares of any class of the MainStay Funds of $1,000,000 or more; or

  • holds either Investor Class or Class A and Class B shares as a result of the Class B share conversion feature.

However, Investor Class shares or Class A shares purchased through a group retirement or other benefit plan (other than IRA plans) may be subject to a CDSC upon redemption. If your plan currently holds Class B shares, please consult your recordkeeper or other plan administrative service provider concerning their ability to maintain shares in two different classes.

Purchases Through Financial Services Firms

You may be eligible for elimination of the initial sales charge if you purchase shares through a financial services firm (such as a broker/dealer, financial adviser or financial institution) that has a contractual arrangement with the Distributor. The MainStay Funds have authorized these firms (and other intermediaries that the firms may designate) to accept orders. When an authorized firm or its designee has received your order, together with the purchase price of the shares, it is considered received by the MainStay Fund and will be priced at the next computed NAV. Financial services firms may charge transaction fees or other fees and may modify other features such as minimum investment amounts, share class eligibility and exchange privileges.

Please read their program materials for any special provisions or additional service features that may apply to investing in the MainStay Funds through these firms.

529 Plans

When shares of the MainStay Funds are sold to a qualified tuition program operating under Section 529 of the Internal Revenue Code, such a program may purchase Investor Class shares or Class A shares without an initial sales load.

Other Waivers

There are other categories of purchasers who do not pay initial sales charges on Class A shares, such as personnel of the MainStay Funds and of New York Life and its affiliates or shareholders who owned shares of the Service Class of any MainStay Fund as of December 31, 2003. These categories are described in the SAI.

Contingent Deferred Sales Charge on Certain Investor Class and Class A Share Redemptions

If your initial sales charge is waived, we may impose a CDSC of 1.00% if you redeem your shares within one year. The Distributor may pay a commission to dealers on such purchases from its own resources.

For more information about these considerations, call your financial adviser or the Transfer Agent toll free at 800-MAINSTAY (624-6782), and read the information under "Purchase, Redemption, Exchanges and Repurchase—Contingent Deferred Sales Charge, Investor Class and Class A" in the SAI.

Information on Fees

Rule 12b-1 Plans

Each MainStay Fund (except the MainStay Money Market Funds) has adopted a distribution plan under Rule 12b-1 of the 1940 Act for certain classes of shares pursuant to which distribution and/or service (12b-1) fees are paid to the Distributor. Rule 12b-1 fees are calculated and accrued daily and paid monthly. The Investor Class, Class A and Class R2 12b-1 plans typically provide for payment for distribution and/or service activities of up to 0.25% of the average daily net assets of Investor Class, Class A or Class R2 shares, respectively. The Class B and Class C 12b-1 plans each provide for payment of 0.75% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 1.00% of the average daily net assets of Class B and C shares, respectively (0.50% for MainStay Tax Free Bond Fund). The Class R3 12b-1 plan typically provides for payment of 0.25% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 0.50% of the average daily net assets of Class R3 shares. The distribution activities portion of the fee is intended to pay the Distributor for distribution services, which include any activity or expense primarily intended to result in the sale of MainStay Fund shares. The service activities portion of the fee is paid to the Distributor for providing shareholders with personal services and maintaining shareholder accounts. The portion of the 12b-1 fee dedicated to service activities is in addition to the 0.10% of annual net assets paid from the Shareholder Services Plan, with regard to certain classes, as discussed in the section entitled "Shareholder Services Plans." The Distributor may pay all or a portion of the 12b-1 fee to your investment professional. Because 12b-1 fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than some types of sales charges.

Shareholder Services Plans

Each MainStay Fund that offers Class R1, Class R2 or Class R3 shares has adopted a Shareholder Services Plan with respect to those classes. Under the terms of the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares are authorized to pay to New York Life Investments, its affiliates, or independent third-party service providers, as compensation for services rendered to the shareholders of the Class R1, Class R2 or Class R3 shares, a shareholder service fee at the rate of 0.10% on an annualized basis of the average daily net assets of Class R1, Class R2 or Class R3 shares of such MainStay Fund.

Pursuant to the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares may pay for shareholder services or account maintenance services, including assistance in establishing and maintaining shareholder accounts, processing purchase and redemption orders, communicating periodically with shareholders and assisting shareholders who have questions or other needs relating to their account. Because service fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than certain types of sales charges. With respect to the Class R2 and R3 shares, these services are in addition to those services that may be provided under the Class R2 or Class R3 12b-1 plan.

Small Account Fee

Several of the MainStay Funds have a relatively large number of shareholders with small account balances. Small accounts adversely impact the cost of providing transfer agency services. In an effort to reduce total transfer agency expenses, the MainStay Funds have implemented a small account fee. Each shareholder with an account balance of less than $1,000 will be charged an annual per account fee of $20 (assessed semi-annually, as discussed below). The fee may be deducted directly from your account balance. This small account fee will not apply to certain types of accounts including:

  • Class A share and Class I share accounts, retirement plan services bundled accounts and investment-only retirement accounts;

  • accounts with active AutoInvest plans where the MainStay Funds deduct directly from the client's checking or savings account;

  • New York Life Investments SIMPLE IRA Plan Accounts and SEP IRA Accounts that have been funded/established for less than 1 year;

  • certain 403(b)(7) accounts;

  • accounts serviced by unaffiliated broker/dealers or third-party administrators (other than New York Life Investments SIMPLE IRA Plan Accounts); and

  • certain Investor Class accounts where the small account balance is due solely to the conversion from Class B shares.

This small account fee will be deducted in $10 increments on or about March 1st and September 1st of each year. For accounts with balances of less than $10, the remaining balance will be deducted and the account will be closed. The MainStay Funds may, from time to time, consider and implement additional measures to increase average shareholder account size and/or otherwise reduce the cost of transfer agency services. Please contact the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) for more information.

Compensation to Dealers

Financial intermediary firms and their associated financial advisers are paid in different ways for the services they provide to the MainStay Funds and shareholders. Such compensation may vary depending upon the MainStay Fund sold, the amount invested, the share class purchased, the amount of time that shares are held and/or the services provided.

  • The Distributor pays, pursuant to a 12b-1 plan, distribution-related and other service fees to qualified dealers for providing certain shareholder services.

  • The Distributor pays sales concessions to dealers, as described in the tables under "Information on Sales Charges" above, on the purchase price of Investor Class or Class A shares sold subject to a sales charge. The Distributor retains the difference between the sales charge that you pay and the portion that is paid to dealers as a sales concession.

  • The Distributor or an affiliate, from its own resources, may pay a finder's fee or other compensation up to 1.00% of the purchase price of Investor Class or Class A shares, sold at NAV, to dealers at the time of sale.

  • The Distributor pays a sales concession of up to 4.00% on purchases of Class B shares to dealers from its own resources at the time of sale.

  • The Distributor pays a sales concession of up to 1.00% on purchases of Class C shares to dealers from its own resources at the time of sale.

  • In addition to the payments described above, the Distributor or an affiliate, from its own resources or from those of an affiliate, may pay other significant amounts to certain financial intermediary firms, including an affiliated broker/dealer, in connection with the sale of any class of MainStay Fund shares and/or shareholder or account servicing arrangements. These sales and/or servicing fee arrangements vary and may amount to payments of up to 0.30% on new sales and/or up to 0.25% annually on assets held.

  • The Distributor or an affiliate may sponsor training or informational meetings or provide other non-monetary benefits for financial intermediary firms and their associated financial advisors. The Distributor or an affiliate, from its own resources, also may reimburse financial intermediary firms in connection with their marketing activities supporting the MainStay Funds.

  • The Distributor or an affiliate may make payments to financial intermediaries that provide sub-transfer agency and other administrative services in addition to supporting distribution of the MainStay Funds. A portion of these fees may be paid from the Distributor's or its affiliate's own resources.

  • Wholesaler representatives of the Distributor visit brokerage firms on a regular basis to educate financial advisors about the MainStay Funds and to encourage the sale of the MainStay Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of a MainStay Fund, which may vary based on the type of Fund being promoted and/or which financial intermediary firm is listed on the account.

Although the MainStay Funds may use financial firms that sell MainStay Fund shares to execute transactions for a MainStay Fund's portfolio, the MainStay Funds, New York Life Investments and any subadvisor do not consider the sale of MainStay Fund shares as a factor when choosing financial firms to effect those transactions.

Payments made from the Distributor's or an affiliate's own resources do not increase the price or decrease the amount or value of the shares you purchase. However, if investment advisers, distributors or affiliates of mutual funds make such payments in differing amounts, financial intermediary firms and their financial advisors may have financial incentives for recommending a particular mutual fund or a particular share class of that fund over other mutual funds. For example, payments made by the Distributor or an affiliate, as described above, may be used by the financial intermediary firm to reduce or eliminate transaction charges associated with purchases of MainStay Fund shares.

For more information regarding any of the types of compensation described above, see the SAI or consult with your financial intermediary firm or financial adviser. You should also review carefully any disclosure by your financial intermediary firm as to compensation received by that firm and/or your financial adviser.

Buying, Selling, Converting and Exchanging Fund Shares

How to Open Your Account

Investor Class, Class A, B or C Shares

Return your completed MainStay Funds application in good order with a check payable to the MainStay Funds for the amount of your investment to your financial adviser or directly to MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. Please note that if you select Class A shares on your application and you are not eligible to invest in Class A shares, we will treat your application as being in good order but will invest you in Investor Class shares of the same MainStay Fund. Similarly, if you select Investor Class shares and you are eligible to invest in Class A shares we will treat your application as being in good order but will invest you in Class A shares of the same MainStay Fund.

Good order means all the necessary information, signatures and documentation have been fully completed.

Class I, Class R1, Class R2 and Class R3 Shares

If you are participating in a company savings plan, such as a 401(k) plan, profit sharing plan, defined benefit plan or other employee-directed plan, your company will provide you with the information you need to open an account and buy or sell Class I, Class R1, Class R2 or Class R3 shares of the MainStay Funds.

If you are investing through a financial intermediary firm, the firm will assist you with opening an account.

Special Note for MainStay Retirement Funds

The MainStay Retirement Funds are generally sold to retirement plans and individual retirement accounts only through New York Life Retirement Plan Services and certain other financial intermediaries.

If you are investing through a New York Life Retirement Plan Services IRA, you will be provided with account opening and investment materials.

All Classes

You buy shares at NAV (plus, for Investor Class and Class A shares, any applicable sales charge). NAV is generally calculated by each MainStay Fund as of the close of regular trading (usually 4:00 pm Eastern time) on the Exchange every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days when the Exchange is closed. When you buy shares, you must pay the NAV next calculated after we receive your order in good order. Alternatively, the MainStay Funds have arrangements with certain financial intermediary firms whereby purchase orders through these entities are considered received in good order when received by the financial intermediary firm together with the purchase price of the shares ordered. The order will then be priced at a MainStay Fund's NAV next computed after receipt in good order of the order by these entities. Such financial intermediary firms are responsible for timely transmitting the purchase order to the MainStay Funds.

When you open your account, you may also want to choose certain buying and selling options, including transactions by wire. In most cases, these choices can be made later in writing, but it may be quicker and more convenient to decide on them when you open your account.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the MainStay Funds, or your financial adviser on their behalf, must obtain the following information for each person who opens a new account:

  • Name;

  • Date of birth (for individuals);

  • Residential or business street address (although post office boxes are still permitted for mailing); and

  • Social security number or taxpayer identification number.

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

Federal law prohibits the MainStay Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

After an account is opened, the MainStay Funds may restrict your ability to purchase additional shares until your identity is verified. The MainStay Funds also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

Conversions Between Share Classes

In addition to any automatic conversion features described above in this Shareholder Guide with respect to Investor Class, Class A and Class B shares, you generally may also elect to convert your shares on a voluntary basis into another share class of the same MainStay Fund for which you are eligible. However, the following limitations apply:

  • Investor Class and Class A shares that remain subject to a CDSC are ineligible for a voluntary conversion; and

  • All Class B and Class C shares are ineligible for a voluntary conversion.

These limitations do not impact any automatic conversion features described elsewhere in this Shareholder Guide with respect to Investor Class, Class A and Class B shares.

An investor or an investor's financial intermediary may contact the MainStay Funds to request a voluntary conversion between share classes of the same MainStay Fund. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any sales load, fee or other charge. If you fail to remain eligible for the new share class, you may be converted automatically back to your original share class, or into another share class, if appropriate. Although the MainStay Funds expect that a conversion between share classes of the same MainStay Fund should not result in the recognition of a gain or loss for tax purposes, you should consult with your own tax adviser with respect to the tax treatment of your investment in a MainStay Fund. The MainStay Funds may change, suspend or terminate this conversion feature at any time.

Opening Your Account - Individual Shareholders
How Details

By wire:

You or your financial adviser should call us toll-free at 800-MAINSTAY (624-6782) to obtain an account number and wiring instructions. Wire the purchase amount to:

State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds
    (DDA #99029415)

  • Attn: Custody and Shareholder Services

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

By mail:

Return your completed MainStay Funds Application with a check for the amount of your investment to:

MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your checks payable to MainStay Funds.

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s); and

  • MainStay Fund name and class of shares.

Buying additional shares of the MainStay Funds - Individual Shareholders
How Details

By wire:

Wire the purchase amount to:
State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds (DDA #99029415)

  • Attn: Custody and Shareholder Services.

Please take note of the applicable minimum investment amounts for your Fund and share class. The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

Electronically:

Call, or have your financial adviser call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open to make an ACH purchase.

Visit us at mainstayinvestments.com

Eligible investors can purchase shares by using electronic debits from a designated bank account. Please take note of the applicable minimum investment amounts for your Fund and share class.

  • The maximum ACH purchase amount is $100,000.

  • We must have your bank information on file.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your check payable to MainStay Funds. Please take note of the applicable minimum investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Selling Shares - Individual Shareholders
How Details

By contacting your

financial adviser:

  • You may sell (redeem) your shares through your financial adviser or by any of the methods described below.

By phone:

To receive proceeds by check: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open.

  • Generally, after receiving your sell order by phone, we will send a check to the account owner at the owner's address of record the next business day, although it may take up to seven days to do so. Generally, we will not send checks to addresses on record for 30 days or less.

  • The maximum order we can process by phone is $100,000.

To receive proceeds by wire: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by bank wire to your bank on file the next business day, although it may take up to seven days to do so. Your bank may charge you a fee to receive the wire transfer.

  • We must have your bank account information on file.

  • There is an $11 fee for wire redemptions, except no fee applies to redemptions of Class I shares.

  • Generally, the minimum wire transfer amount is $1,000.

To receive proceeds electronically by ACH: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by ACH transfer to your designated bank account on file the next business day, although it may take up to seven days to do so.

  • We must have your bank account information on file.

  • Proceeds may take 2-3 business days to reach your bank account.

  • There is no fee from us for this transaction.

  • The maximum ACH transfer amount is $100,000.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Write a letter of instruction that includes:

  • your name(s) and signature(s);

  • your account number;

  • MainStay Fund name and class of shares; and

  • dollar amount or share amount you want to sell.

A Medallion Signature Guarantee may be required.

There is a $15 fee for Class A shares ($25 fee for Investor Class, Class B and Class C shares) for checks mailed to you via overnight service.

By internet:

Visit us at mainstayinvestments.com

General Policies

The following are our general policies regarding the purchase and sale of MainStay Fund shares. The MainStay Funds reserve the right to change these policies at any time. Certain retirement plans and/or financial intermediaries may adopt different policies. Consult your plan or account documents for the policies applicable to you.

Buying Shares

  • All investments must be in U.S. dollars with funds drawn on a U.S. bank. We generally will not accept payment in the following forms: travelers checks, personal money orders, credit card convenience checks, cash or starter checks.

  • Generally, we do not accept third-party checks, and we reserve the right to limit the number of checks processed at one time.

  • If your investment check or ACH purchase does not clear, your order will be canceled and your account will be responsible for any losses or fees a MainStay Fund incurs as a result. Your account will be charged a $20 fee for each returned check or ACH purchase. In addition, a MainStay Fund may also redeem shares to cover any losses it incurs as a result. If an AutoInvest payment is returned unpaid for two consecutive periods, the privilege will be suspended until you notify us to reinstate it.

  • A MainStay Fund may, in its discretion, reject, restrict or cancel, in whole or in part, without prior notice, any order for the purchase of shares.

  • To limit expenses, the MainStay Funds do not issue share certificates at this time.

  • To buy shares by wire the same day, we generally must receive your wired money by 4:00 pm Eastern time. To buy shares electronically, generally call before 4:00 pm Eastern time to buy shares at the current day's NAV. With respect to MainStay Principal Preservation Fund, purchase requests received in good order and payments received by wire will be priced at the next calculated NAV (1:00 pm Eastern time or 4:00 pm Eastern time).

Selling Shares

  • If you have share certificates, you must return them with a written redemption request.

  • Your shares will be sold at the next NAV calculated after we receive your request in good order. We will make the payment within seven days after receiving your request in good order.

  • If you buy shares by check or by ACH purchase and quickly decide to sell them, the MainStay Fund may withhold payment for up to 10 days from the date the check or ACH purchase order is received.

  • When you sell Class B or Class C shares, or Investor Class or Class A shares when applicable, the MainStay Fund will recover any applicable sales charges either by selling additional shares, if available, or by reducing your proceeds by the amount of those charges.

  • There will be no redemption during any period in which the right of redemption is suspended or date of payment is postponed because the Exchange is closed or trading on the Exchange is restricted or the SEC deems an emergency to exist. In addition, in the case of the MainStay Money Market Funds, the Board may suspend redemptions and irrevocably approve the liquidation of a MainStay Money Market Fund as permitted by applicable law.

  • Unless you decline telephone privileges on your application, you may be responsible for any fraudulent telephone order as long as we take reasonable measures to verify the order.

  • Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses, however, may be denied.

  • We require a written order to sell shares if an account has submitted a change of address during the previous 30 days, unless the proceeds of the sell order are directed to your bank account on file with us.

  • We require a written order to sell shares and a Medallion Signature Guarantee if:

    • We do not have on file required bank information to wire funds;

    • the proceeds from the sale will exceed $100,000;

    • the proceeds of the sale are to be sent to an address other than the address of record; or

    • the proceeds are to be payable to someone other than the account holder(s).

  • In the interests of all shareholders, we reserve the right to:

    • change or discontinue exchange privileges upon notice to shareholders, or temporarily suspend this privilege without notice under extraordinary circumstances;

    • change or discontinue the systematic withdrawal plan upon notice to shareholders;

    • close accounts with balances less than $250 invested in Investor Class shares or $750 invested in all other classes of shares (by redeeming all shares held and sending proceeds to the address of record); and/or

    • change the minimum investment amounts.

  • There is no fee for wire redemptions of Class I shares.

  • Call before 4:00 pm Eastern time to generally sell shares at the current day's NAV.

  • With respect to MainStay Principal Preservation Fund, you can receive redemption proceeds by wire only if your account is authorized to do so. If you call in your redemption order before 1:00 pm Eastern time you may request that your redemption proceeds be wired to you the same day. Such redemption proceeds will normally be wired on the same day, however the Fund reserves the right to refuse, cancel, limit or rescind any request to receive same day wire redemption proceeds. Please note that if you request that redemption proceeds be wired to you the same day, shares sold will not be entitled to that day's dividend, if available. Otherwise, with respect to any other redemption request, shares sold will be entitled to that day's dividend, if available.

Additional Information

You may receive confirmations that describe your transactions. You should review the information in the confirmation statements carefully. If you notice an error, you should call the MainStay Funds or your financial adviser immediately. If you or your financial adviser fails to notify the MainStay Funds within one year of the transaction, you may be required to bear the costs of correction.

The policies and fees described in this Prospectus govern transactions with the MainStay Funds. If you invest through a third party—bank, broker, 401(k), financial adviser or financial supermarket—there may be transaction fees for, and you may be subject to, different investment minimums or limitations on buying or selling shares. Accordingly, the net yield to investors who purchase through financial intermediaries may be less than the net yield earned by investors who invest in a MainStay Fund directly. Consult a representative of your plan or financial institution if in doubt.

From time to time any of the MainStay Funds may close and reopen to new investors or new share purchases at their discretion. Due to the nature of their portfolio investments, certain MainStay Funds may be more likely to close and reopen than others. If a MainStay Fund is closed, either to new investors or new share purchases, and you redeem your total investment in the MainStay Fund, your account will be closed and you will not be able to make any additional investments in the MainStay Fund. If a MainStay Fund is closed to new investors, you may not exchange shares of other MainStay Funds for shares of that MainStay Fund unless you are already a shareholder of such MainStay Fund.

Medallion Signature Guarantees

A Medallion Signature Guarantee helps protect against fraud. To protect your account, each MainStay Fund and the Transfer Agent from fraud, Medallion Signature Guarantees are required to enable us to verify the identity of the person who has authorized redemption proceeds to be sent to a third party or a bank not previously established on the account. Medallion Signature Guarantees are also required for redemptions of $100,000 or more from an account, and for share transfer requests. Medallion Signature Guarantees must be obtained from certain eligible financial institutions that are participants in the Securities Transfer Association Medallion Program, the Stock Exchange Medallion Program, or the New York Stock Exchange Medallion Signature Program. Eligible guarantor institutions provide Medallion Signature Guarantees that are covered by surety bonds in various amounts. It is your responsibility to ensure that the Medallion Signature Guarantee that you acquire is sufficient to cover the total value of your transaction(s). If the surety bond amount is not sufficient to cover the requested transaction(s), the Medallion Signature Guarantee will be rejected.

Signature guarantees that are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable.

Investing for Retirement

You can purchase shares of most, but not all, of the MainStay Funds for retirement plans providing tax-deferred investments for individuals and institutions. You can use MainStay Funds in established plans or the Distributor may provide the required plan documents for selected plans. A plan document must be adopted for a plan to be in existence.

Custodial services are available for IRA, Roth IRA and Coverdell Education Savings Accounts ("CESA") (previously named Education IRA) as well as SEP and SIMPLE IRA plans. Plan administration is also available for select qualified retirement plans. An investor should consult with his or her tax adviser before establishing any tax-deferred retirement plan.

Not all MainStay Funds are available for all types of retirement plans or through all distribution channels. Please contact the MainStay Funds at 800-MAINSTAY (624-6782) for further details.

Purchases-In-Kind

You may purchase shares of a MainStay Fund by transferring securities to a MainStay Fund in exchange for MainStay Fund shares ("in-kind purchase"). In-kind purchases may be made only upon the MainStay Funds' approval and determination that the securities are acceptable investments for the MainStay Fund and are purchased consistent with the MainStay Fund's procedures relating to in-kind purchases.

Redemptions-In-Kind

The MainStay Funds reserve the right to pay certain large redemptions, either totally or partially, by a distribution-in-kind of securities (instead of cash) from the applicable MainStay Fund's portfolio, consistent with the MainStay Fund's procedures relating to in-kind redemptions and in accordance with the 1940 Act and rules and interpretations of the SEC thereunder.

The Reinvestment Privilege May Help You Avoid Sales Charges

When you sell shares, you have the right—for 90 days—to reinvest any or all of the money in the same account and class of shares without paying another sales charge (so long as (1) those shares haven't been reinvested once already; (2) your account is not subject to a 30-day block as described in "Excessive Purchases and Redemptions or Exchanges"; and (3) you are not reinvesting your required minimum distribution). If you paid a sales charge when you redeemed, you will receive a pro rata credit for reinvesting in the same account and class of shares.

Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses may, however, be denied and, in some cases, sales charges may not be taken into account in computing gains or losses if the reinvestment privilege is exercised.

Convenient, yes...but not risk-free. Telephone redemption privileges are convenient, but you give up some security. When you sign the application to buy shares, you agree that the MainStay Funds will not be liable for following phone instructions that they reasonably believe are genuine. When using the MainStay Audio Response System or the internet, you bear the risk of any loss from your errors unless we fail to use established safeguards for your protection. The following safeguards are among those currently in place at MainStay Funds:

  • all phone calls with service representatives are recorded; and

  • written confirmation of every transaction is sent to your address of record.

We reserve the right to suspend the MainStay Audio Response System and internet site at any time or if the systems become inoperable due to technical problems.

MainStay Money Market Fund Check Writing

You can sell shares of MainStay Money Market Fund by writing checks for an amount that meets or exceeds the pre-set minimum stated on your check. You need to complete special forms to set up check writing privileges. You cannot close your account by writing a check. This option is not available for IRAs, CESAs, 403(b)(7)s or qualified retirement plans.

Shareholder Services

Automatic Services

Buying or selling shares automatically is easy with the services described below. You select your schedule and amount, subject to certain restrictions. You can set up most of these services on your application, by accessing your shareholder account on the internet at mainstayinvestments.com, by contacting your financial adviser for instructions, or by calling us toll-free at 800-MAINSTAY (624-6782) for a form.

Systematic Investing—Individual Shareholders Only

MainStay offers four automatic investment plans:

  1. AutoInvest
    If you obtain authorization from your bank, you can automatically debit your designated bank account to:

    • make regularly scheduled investments; and/or

    • purchase shares whenever you choose.

  2. Dividend or Capital Gains Reinvestment
    Automatically reinvest dividends, distributions or capital gains from one MainStay Fund into the same MainStay Fund or the same class of any other MainStay Fund. Accounts established with dividend or capital gains reinvestment must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class.

  3. Payroll Deductions
    If your employer offers this option, you can make automatic investments through payroll deduction.

  4. Systematic Exchange
    Exchanges must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. Automatically reinvest a share or dollar amount from one MainStay Fund into any other MainStay Fund. Accounts established with a systematic exchange must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class. Please see "Exchanging Shares Among MainStay Funds" for more information.

Systematic Withdrawal Plan—Individual Shareholders Only

Withdrawals must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. The above minimums are waived for IRA and 403(b)(7) accounts where the systematic withdrawal represents required minimum distributions.

The MainStay Funds will not knowingly permit systematic withdrawals if, at the same time, you are making periodic investments.

Exchanging Shares Among MainStay Funds

You exchange shares when you sell all or a portion of shares in one MainStay Fund and use the proceeds to purchase shares of the same class of another MainStay Fund at NAV. Investment minimums and eligibility requirements apply to exchanges. Please note that certain MainStay Funds have higher investment minimums. An exchange of shares of one MainStay Fund for shares of another MainStay Fund will be treated as a sale of shares of the first MainStay Fund and as a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxes. You may make exchanges from one MainStay Fund to another by phone. There is also a systematic exchange program that allows you to make regularly scheduled, systematic exchanges from one MainStay Fund to the same class of another MainStay Fund. When you redeem exchanged shares without a corresponding purchase of another MainStay Fund, you may have to pay any applicable contingent deferred sales charge. If you choose to sell Class B or Class C shares and then separately buy Investor Class or Class A shares, you may have to pay a deferred sales charge on the Class B or Class C shares, as well as pay an initial sales charge on the purchase of Investor Class or Class A shares.

You also may exchange shares of a MainStay Fund for shares of an identical class, if offered, of any series of certain other open-end investment companies sponsored, advised or administered by New York Life Investments or any affiliate thereof, some of which are offered in this Prospectus and some of which are offered in separate prospectuses, including:

  • MainStay 130/30 Core Fund

  • MainStay 130/30 Growth Fund

  • MainStay 130/30 International Fund

  • MainStay Balanced Fund

  • MainStay Cash Reserves Fund

  • MainStay Common Stock Fund

  • MainStay Conservative Allocation Fund

  • MainStay Convertible Fund

  • MainStay Epoch Global Choice Fund

  • MainStay Epoch Global Equity Yield Fund

  • MainStay Epoch International Small Cap Fund

  • MainStay Epoch U.S. All Cap Fund

  • MainStay Epoch U.S. Equity Fund

  • MainStay Flexible Bond Opportunities Fund

  • MainStay Floating Rate Fund

  • MainStay Global High Income Fund

  • MainStay Government Fund

  • MainStay Growth Allocation Fund

  • MainStay Growth Equity Fund

  • MainStay High Yield Corporate Bond Fund

  • MainStay High Yield Municipal Bond Fund

  • MainStay High Yield Opportunities Fund

  • MainStay ICAP Equity Fund

  • MainStay ICAP Global Fund

  • MainStay ICAP International Fund

  • MainStay ICAP Select Equity Fund

  • MainStay Income Builder Fund

  • MainStay Indexed Bond Fund

  • MainStay Intermediate Term Bond Fund

  • MainStay International Equity Fund

  • MainStay Large Cap Growth Fund

  • MainStay MAP Fund

  • MainStay Moderate Allocation Fund

  • MainStay Moderate Growth Allocation Fund

  • MainStay Money Market Fund

  • MainStay Principal Preservation 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 Tax Free Bond Fund

  • MainStay U.S. Small Cap Fund

You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new investors unless you are already a shareholder of that MainStay Fund. You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new share purchases or not offered for sale in your state.

Selling and exchanging shares may result in a gain or loss and therefore may be subject to taxes. Consult your tax adviser on the consequences.

Before making an exchange request, read the prospectus of the MainStay Fund you wish to purchase by exchange. You can obtain a prospectus for any MainStay Fund by contacting your broker, financial adviser or other financial institution, by visiting mainstayinvestments.com or by calling the MainStay Funds at 800-MAINSTAY (624-6782).

The exchange privilege is not intended as a vehicle for short term trading, nor are the MainStay Funds designed for professional market timing organizations or other entities or individuals that use programmed frequent exchanges in response to market fluctuations. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders (see "Excessive Purchases and Redemptions or Exchanges").

The MainStay Funds reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange consistent with the requirements of the 1940 Act and rules and interpretations of the SEC thereunder.

In certain circumstances you may have to pay a sales charge.

In addition, if you exchange Class B or Class C shares of a MainStay Fund into Class B or Class C shares of the MainStay Money Market Fund or you exchange Investor Class shares or Class A shares of a MainStay Fund subject to the 1.00% CDSC into Investor Class shares or Class A shares of the MainStay Money Market Fund, the holding period for purposes of determining the CDSC stops until you exchange back into Investor Class, Class A, Class B or Class C shares, as applicable, of another MainStay Fund. The holding period for purposes of determining conversion of Class B shares into Investor Class or Class A shares also stops until you exchange back into Class B shares of another non-money market MainStay Fund.

Certain clients of NYLIFE Securities LLC who purchased more than $50,000 of Class B shares of the MainStay Funds between January 1, 2003 and June 27, 2007 have the right to convert their Class B shares for Class A shares of the same MainStay Fund at the NAV next computed and without imposition of a contingent deferred sales charge.

Daily Dividend Fund Exchanges

If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares of the same class in another MainStay Fund, any dividends that have been declared but not yet distributed will be credited to the new MainStay Fund account. If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares in more than one MainStay Fund, undistributed dividends will be credited to each of the new MainStay Funds according to the number of exchanged shares in each MainStay Fund.

We try to make investing easy by offering a variety of programs to buy, sell and exchange MainStay Fund shares. These programs make it convenient to add to your investment and easy to access your money when you need it.

Excessive Purchases and Redemptions or Exchanges

The MainStay Funds are not intended to be used as a vehicle for excessive or short-term trading (such as market timing). The interests of a MainStay Fund's shareholders and the MainStay Fund's ability to manage its investments may be adversely affected by excessive purchases and redemptions or exchanges of MainStay Fund shares over the short term. When large dollar amounts are involved, excessive trading may disrupt efficient implementation of a MainStay Fund's investment strategies or negatively impact MainStay Fund performance. For example, the Manager or a MainStay Fund's subadvisor might have to maintain more of a MainStay Fund's assets in cash or sell portfolio securities at inopportune times to meet unanticipated redemptions. By realizing profits through short-term trading, shareholders that engage in excessive purchases and redemptions or exchanges of MainStay Fund shares may dilute the value of shares held by long-term shareholders. MainStay Funds investing in securities that are thinly traded, trade infrequently or are relatively illiquid (such as foreign securities, high-yield securities and small-cap securities) may attract investors seeking to profit from short-term trading strategies that exploit the special valuation issues applicable to these types of holdings to a greater degree than other types of funds, and thus, may be more vulnerable to the risks associated with such activity. For MainStay Funds that invest in foreign investments, securities may be listed on foreign exchanges that trade on days when the MainStay Fund does not calculate NAV, and as a result the market value of the MainStay Fund's investments may change on days when you cannot purchase or redeem MainStay Fund shares. Furthermore, foreign securities traded on foreign exchanges present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the foreign exchange but prior to the close of the Exchange. Accordingly, the Board has adopted and implemented policies and procedures designed to discourage, detect and prevent frequent purchases and redemptions or exchanges of MainStay Fund shares in order to protect long-term MainStay Fund shareholders. These policies are discussed more fully below. There is the risk that the MainStay Funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. A MainStay Fund may change its policies or procedures at any time without prior notice to shareholders.

The MainStay Funds reserve the right to restrict, reject or cancel, without prior notice, any purchase or exchange order for any reason, including any purchase or exchange order accepted by any investor's financial intermediary firm. Any such rejection or cancellation of an order placed through a financial intermediary will occur, under normal circumstances, within one business day of the financial intermediary transmitting the order to the MainStay Funds. In addition, the MainStay Funds reserve the right to reject, limit, or impose other conditions (that are more restrictive than those otherwise stated in the Prospectuses) on purchases or exchanges or to close or otherwise limit accounts based on a history of frequent purchases and redemptions of MainStay Fund shares that could adversely affect a MainStay Fund or its operations, including those from any individual or group who, in the MainStay Funds' judgment, is likely to harm MainStay Fund shareholders. Pursuant to the MainStay Funds' policies and procedures, a MainStay Fund may permit short-term purchases or exchanges that it believes, in the exercise of its judgment, are not disruptive or harmful to the MainStay Fund's long-term shareholders. For example, transactions conducted through systematic investment or withdrawal plans and trades within a MainStay Money Market Fund are not subject to the surveillance procedures. Exceptions are subject to the advance approval by the MainStay Funds' Chief Compliance Officer, among others, and are subject to Board oversight. Apart from trading permitted or exceptions granted in accordance with the MainStay Funds' policies and procedures, no MainStay Fund accommodates, nor has any arrangement to permit, frequent purchases and redemptions of MainStay Fund shares.

The MainStay Funds, through New York Life Investments and the Distributor, maintain surveillance procedures to detect excessive or short-term trading in MainStay Fund shares. As part of this surveillance process, the MainStay Funds examine transactions in MainStay Fund shares that exceed certain monetary thresholds or numerical limits within a specified period of time. The MainStay Funds also may consider the history of trading activity in all accounts known to be under common ownership, control or influence. To the extent identified under these surveillance procedures, a MainStay Fund will place a "block" on any account if, during any 30-day period, there is (1) a purchase or exchange into the account following a redemption or exchange from such account or (2) a redemption or exchange from the account following a purchase or exchange into such account. An account that is blocked will not be permitted to place future purchase or exchange requests for an additional 30-day period in that MainStay Fund. The MainStay Funds may modify their surveillance procedures and criteria from time to time without prior notice, as necessary or appropriate to improve the detection of excessive or short-term trading or to address specific circumstances. In certain instances when deemed appropriate, the MainStay Funds may rely on a financial intermediary to apply its market timing procedures to an omnibus account. In certain cases, these procedures may be less restrictive than the MainStay Funds' procedures. Routine allocation and rebalancing activities made by certain asset allocation programs, funds-of-funds, or other collective investment strategies may not be subject to the surveillance procedures if the manager of such strategies represents to the satisfaction of the MainStay Funds' Chief Compliance Officer that such investment programs and strategies are consistent with the MainStay Funds' objective of avoiding disruption due to market timing.

In addition to these measures, the MainStay Funds may from time to time impose a redemption fee on redemptions or exchanges of MainStay Fund shares made within a certain period of time in order to deter excessive or short-term trading and to offset certain costs associated with such trading.

While the MainStay Funds discourage excessive or short-term trading, there is no assurance that the MainStay Funds or their procedures will be able to effectively detect such activity or participants engaging in such activity, or, if it is detected, to prevent its recurrence. The MainStay Funds' ability to reasonably detect all such trading may be limited, for example, where the MainStay Funds must rely on the cooperation of and/or information provided by financial intermediaries or retirement plans or where the costs of surveillance on certain trading exceeds the anticipated benefit of such surveillance to MainStay Fund shareholders.

Fair Valuation and Portfolio Holdings Disclosure

Determining the MainStay Funds' Share Prices and the Valuation of Securities

Each MainStay Fund generally calculates its NAV at the close of regular trading on the Exchange (usually 4:00 pm Eastern time) every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days on which the Exchange is closed. The NAV per share for a class of shares is determined by dividing the value of the net assets attributable to that class by the number of shares of that class outstanding on that day.

The value of a MainStay Fund's other investments is generally based (in whole or in part) on current market prices (amortized cost, in the case of MainStay Money Market Funds). If current market values of the MainStay Funds' investments are not available or, in the judgment of New York Life Investments, do not accurately reflect the fair value of a security, the security will be valued by another method that the Board believes in good faith accurately reflects fair value. Changes in the value of a MainStay Fund's portfolio securities after the close of trading on the principal markets in which the portfolio securities trade will not be reflected in the calculation of NAV unless New York Life Investments, in consultation with the subadvisor (if applicable), deems a particular event could materially affect the NAV. In this case, an adjustment in the valuation of the securities may be made in accordance with procedures adopted by the Board. A MainStay Fund may invest in portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the MainStay Fund does not price its shares. The NAV of a MainStay Fund's shares may change on days when shareholders will not be able to purchase or redeem shares.

With respect to any portion of a MainStay Fund's assets invested in one or more Underlying Funds, the MainStay Fund's NAV is calculated based upon the NAVs of those Underlying Funds.

The Board has adopted valuation procedures for the MainStay Funds and has delegated day-to-day responsibility for fair value determinations to the MainStay Funds' Valuation Committee. Determinations of the Valuation Committee are subject to review and ratification by the Board at its next regularly scheduled meeting after the fair valuations are determined. Fair value determinations may be based upon developments related to a specific security or events affecting securities markets. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The MainStay Funds expect to use fair value pricing for securities actively traded on U.S. exchanges only under very limited circumstances. The MainStay Funds may use fair value pricing more frequently for foreign securities. Where foreign securities markets close earlier than U.S. markets, the value of the securities may be affected by significant events or volatility in the U.S. markets occurring after the close of those foreign securities markets. To account for this, certain MainStay Funds, notably the MainStay International Equity Funds, have fair valuation procedures which include a procedure whereby foreign securities may be valued based on third-party vendor modeling tools to the extent available.

Portfolio Holdings Information

A description of the MainStay Funds' policies and procedures with respect to the disclosure of each of the MainStay Funds' portfolio securities holdings is available in the SAI. Generally, a complete schedule of each of the MainStay Funds' portfolio holdings will be made public on the MainStay Funds' website at mainstayinvestments.com no earlier than 30 days after month-end, except as noted below. You may also obtain this information by calling toll-free 800-MAINSTAY (624-6782) .

The MainStay Money Market Funds will post on the MainStay Funds' website their complete schedules of portfolio holdings as of the last business day of the prior month, no later than the fifth business day following month-end. The MainStay Money Market Funds' postings will remain on the MainStay Funds' website for a period of at least six months after posting. Also, in the case of the MainStay Money Market Funds, certain portfolio information will be provided in monthly holdings reports to the SEC on Form N-MFP. Form N-MFP will be made available to the public by the SEC 60 days after the end of the month to which the information pertains, and a link to each of the most recent 12 months of filings on Form N-MFP will be provided on the MainStay Funds' website.

MainStay High Yield Corporate Bond Fund will not post its portfolio holdings monthly, but rather will post its complete schedule of portfolio holdings on the MainStay Funds' website as of the last day of each calendar quarter, no earlier than 60 days after the end of the reported quarter. Such disclosure will remain accessible on the website until the posting of the following quarter-end information.

The portfolio holdings for MainStay Funds subadvised by Institutional Capital LLC will be made available as of the last day of each calendar month no earlier than 15 days after the end of the reported month.

In addition, each MainStay Fund's ten largest holdings, as reported on a quarter-end basis, will be made public no earlier than 15 days after the end of each calendar quarter. The MainStay Funds' quarterly top ten holdings information is also provided in the Annual Reports and Semi-Annual Reports and in the quarterly holdings report to the SEC on Form N-Q.

Fund Earnings

Dividends and Interest

Most funds earn either dividends from stocks, interest from bonds and other securities, or both. A mutual fund, however, always pays this income to you as "dividends." The dividends paid by each MainStay Fund will vary based on the income from its investments and the expenses incurred by the MainStay Fund.

We reserve the right to automatically reinvest dividend distributions of less than $10.00.

Dividends and Distributions

Each MainStay Fund intends to distribute substantially all of its net investment income and capital gains to shareholders at least once a year to the extent that dividends and/or capital gains are available for distribution. The MainStay Funds declare and pay dividends as set forth below:

Dividends are normally paid on the last business day of the month after a dividend is declared. However, for administrative reasons, dividends that are to be paid at the end of a calendar quarter may be paid prior to the last day of the month after a dividend is declared.

You generally begin earning dividends the next business day after we receive your purchase request in good order. When buying shares of MainStay Principal Preservation Fund, you begin earning dividends the same day, if available, only if your purchase request is received in good order and payment is received by wire prior to 1:00 pm Eastern time.

Buy after the dividend payment. Avoid buying shares shortly before a dividend payment. Part of your investment may be returned in the form of a dividend, which may be taxable.

Capital Gains

The MainStay Funds earn capital gains when they sell securities at a profit.

When the Funds Pay Capital Gains

The MainStay Funds will normally declare and distribute any capital gains to shareholders annually, typically in December.

How to Take Your Earnings

You may receive your portion of MainStay Fund earnings in one of seven ways. You can make your choice at the time of application, and change it as often as you like by notifying your financial adviser (if permitted) or us directly. The seven choices are:

  1. Reinvest dividends and capital gains in:

    • the same MainStay Fund; or

    • another MainStay Fund of your choice (other than a MainStay Fund that is closed, either to new investors or to new share purchases).

  2. Take the dividends in cash and reinvest the capital gains in the same MainStay Fund.

  3. Take the capital gains in cash and reinvest the dividends in the same MainStay Fund.

  4. Take a percentage of dividends or capital gains in cash and reinvest the remainder in the same MainStay Fund.

  5. Take dividends and capital gains in cash.

  6. Reinvest all or a percentage of the capital gains in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the dividends in the original MainStay Fund.

  7. Reinvest all or a percentage of the dividends in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the capital gains in the original MainStay Fund.

If you do not make one of these choices on your application, your earnings will be automatically reinvested in the same class of shares of the same MainStay Fund.

If you prefer to reinvest dividends and/or capital gains in another MainStay Fund, you must first establish an account in that class of shares of the MainStay Fund. There is no sales charge on shares purchased through the automatic reinvestment of dividends or capital gains.

Understand the Tax Consequences

MainStay Equity Funds, MainStay Income Funds and MainStay Blended Funds (Except MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund)

Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable law. If you are not a tax-exempt shareholder virtually all of the dividends and capital gains distributions you receive from the MainStay Funds are taxable, whether you take them as cash or automatically reinvest them. A MainStay Fund's realized earnings are taxed based on the length of time a MainStay Fund holds its investments, regardless of how long you hold MainStay Fund shares. Generally, if a MainStay Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains; income generated on debt investments, dividend income and other sources are generally taxed as ordinary income upon distribution. The current long-term capital gains maximum tax rate of 15% is scheduled to increase to 20% after 2012. Earnings of a MainStay Equity Fund, if any, will generally be a result of capital gains that may be taxed as either long-term capital gains or short-term capital gains (taxed as ordinary income). Earnings generated by interest received on fixed-income securities (particularly earnings generated by a MainStay Income Fund) generally will be a result of income generated on debt investments and will be taxable as ordinary income.

For individual shareholders, a portion of the dividends received from the MainStay Equity Funds, MainStay Blended Funds and/or the MainStay Global High Income Fund may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that such MainStay Funds receive qualified dividend income from domestic corporations and certain qualified foreign corporations and that certain holding period and other requirements are met. The shareholder must also generally satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distribution. For corporate shareholders, a portion of the dividends received from the MainStay Funds may qualify for the corporate dividends received deductions. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

Since many of the stocks in which the MainStay Equity Funds and MainStay Blended Funds invest do not pay significant dividends, it is not likely that a substantial portion of the distributions by such MainStay Funds will qualify for the 15% maximum rate or the corporate dividends received deduction. It is also not expected that any portion of the distributions by the MainStay Income Funds will qualify for the 15% rate.

MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund

The MainStay High Yield Municipal Bond and MainStay Tax Free Bond Funds' distributions to shareholders are generally expected to be tax-exempt. A portion of the distributions may be subject to the Alternative Minimum Tax. In addition, these MainStay Funds may also derive taxable income and/or capital gains, and distributions to shareholders of any such taxable income or capital gains would generaly be taxable whether you take them as cash or automatically reinvest them. These MainStay Funds' realized earnings, if any, from capital gains are taxed based on the length of time such MainStay Fund holds investments, regardless of how long you hold MainStay Fund shares. If the MainStay High Yield Municipal Bond Fund or MainStay Tax Free Bond Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains and taxable income generated on debt investments and other sources are generally taxed as ordinary income upon distribution.

"Tax-Free" Rarely Means "Totally Tax-Free"

  • A tax-free fund may earn taxable income—in other words, you may have taxable income even from a generally tax-free fund.

  • Tax-exempt dividends may still be subject to state and local taxes.

  • Any time you sell shares—even shares of a tax-free fund—you will be subject to tax on any gain (the rise in the share price above the price at which you purchased the shares).

  • If you sell shares of a tax-free fund at a loss after receiving a tax-exempt dividend, and you have held the shares for six months or less, then you may not be allowed to claim a loss on the sale.

  • If you sell shares in a tax-free fund before you become entitled to receive tax-exempt interest as a dividend, the amount that would have been treated as a tax-free dividend will instead be treated as a taxable part of the sales proceeds.

  • Some tax-exempt income may be subject to the alternative minimum tax.

  • Capital gains declared in a tax-free fund are not tax-free.

MainStay Retirement Funds and MainStay Asset Allocation Funds

Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable tax law. If you are not a tax-exempt shareholder, virtually all of the dividends and capital gains distributions you receive from the MainStay Asset Allocation and MainStay Retirement Funds are taxable, whether you take them as cash or automatically reinvest them. These MainStay Funds can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of the long-term capital gains of either the MainStay Asset Allocation, MainStay Retirement Funds or Underlying Funds will generally be taxed as long-term capital gains. The current long-term capital gains maximum rate of 15% is scheduled to increase to 20% after 2012. Other distributions, including short-term capital gains, will be taxed as ordinary income. The structure of these MainStay Funds and the reallocation of investments among Underlying Funds could affect the amount, timing and character of distributions.

For individual shareholders, a portion of the dividends received from the MainStay Asset Allocation Funds and MainStay Retirement Funds may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that the Underlying Funds receive qualified dividend income from domestic corporations and certified foreign corporations and that certain holding periods and other requirements are met. The shareholder must also satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distributions. Since many of the stocks in which the Underlying Funds invest do no pay significant dividends, it is not likely that a substantial portion of the distributions by the MainStay Asset Allocation Funds and MainStay Retirement Funds will qualify for the 15% maximum rate. For corporate shareholders, a portion of the dividends received from these MainStay Funds may qualify for the corporate dividends received deduction. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

Tax Reporting and Withholding (All MainStay Funds)

We will mail your tax report each year by January 31. This report will tell you which dividends and redemption proceeds should be treated as taxable ordinary income, which, if any, as tax-exempt income, and which, if any, as long term capital gains.

The MainStay Funds may be required to withhold U.S. Federal income tax, currently at the rate of 28% (scheduled to increase to 31% after 2012), of all taxable distributions payable to you if you fail to provide the MainStay Funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Such withholding is not an additional tax and any amounts withheld may be credited against your U.S. Federal income tax liability.

Non-U.S. shareholders will generally be subject to U.S. tax withholding at the rate of 30% (or a lower rate under a tax treaty if applicable) on distributions by the MainStay Funds.

Return of Capital (All MainStay Funds)

If a MainStay Fund's distributions exceed its income and capital gains realized in any year, such excess distributions will constitute a return of capital for federal income tax purposes. A return of capital generally will not be taxable to you at the time of the distribution, but will reduce the cost basis of your shares and result in a higher reported capital gain or a lower reported capital loss when you sell shares.

However, if a MainStay Fund has available capital loss carryforwards to offset its capital gains realized in any year, and its distributions exceed its income alone, all or a portion of the excess distributions may not be treated, for tax purposes, as a return of capital, and would be taxable to shareholders as ordinary income.

Tax Treatment of Exchanges (All MainStay Funds)

An exchange of shares of one MainStay Fund for shares of another will be treated as a sale of shares of the first MainStay Fund and a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxation if you are not a tax-exempt shareholder.

Seek professional assistance. Your financial adviser can help you keep your investment goals coordinated with your tax considerations. However, regarding tax advice, always rely on your tax adviser. For additional information on federal, state and local taxation, see the SAI.

Do not overlook sales charges. The amount you pay in sales charges reduces gains and increases losses for tax purposes.

Know With Whom You Are Investing

Who Runs the Funds' Day-to-Day Business?

The Board of the Funds oversees the actions of the Manager, the Subadvisors and the Distributor and decides on general policies governing the operations of the Funds. The Board also oversees the Funds' officers, who conduct and supervise the daily business of the Funds.

New York Life Investments is located at 51 Madison Avenue, New York, New York 10010. In conformity with the stated policies of the Funds, New York Life Investments administers each Fund's business affairs and manages the investment operations of each Fund and the composition of the portfolio of each Fund, subject to the supervision of the Board. New York Life Investments, a Delaware limited liability company, commenced operations in April 2000 and is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2010, New York Life Investments and its affiliates managed approximately $282.9 billion in assets.

The Manager provides office space, conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required for the Funds. The Manager has delegated its portfolio management responsibilities for certain of the Funds to the Subadvisors and is responsible for supervising the Subadvisors in the execution of their responsibilities.

The Manager also pays the salaries and expenses of all personnel affiliated with the Funds, except for the independent members of the Board, and all operational expenses that are not the responsibility of the Funds, including the fees paid to the Subadvisors. Pursuant to a management agreement with each Fund, the Manager is entitled to receive fees from each Fund, accrued daily and payable monthly.

For the fiscal year ended October 31, 2010, the Funds paid the Manager an effective management fee for services performed as a percentage of the average daily net assets of each Fund as follows:

Effective Rate Paid for the Year Ended
October 31, 2010
MainStay Balanced Fund 0.70%
MainStay Cash Reserves Fund 0.43%
MainStay Convertible Fund 0.59%
MainStay Flexible Bond Opportunities Fund 0.63%
MainStay Floating Rate Fund 0.60%
MainStay Global High Income Fund 0.72%
MainStay Government Fund 0.62%
MainStay High Yield Corporate Bond Fund 0.56%
MainStay High Yield Municipal Bond Fund 0.55%
MainStay High Yield Opportunities Fund 0.80%
MainStay Income Builder Fund 0.64%
MainStay Indexed Bond Fund 0.35%
MainStay Intermediate Term Bond Fund 0.60%
MainStay Money Market Fund 0.47%
MainStay Principal Preservation Fund 0.28%
MainStay Short Term Bond Fund 0.60%
MainStay Tax Free Bond Fund 0.52%

For information regarding the basis of the Board's approval of the management agreement and subadvisory agreement for each Fund, please refer to each Fund's Annual Report to shareholders for the fiscal year ended October 31, 2010.

The Manager is not responsible for records maintained by the Funds' Subadvisors, custodian, transfer agent or dividend disbursing agent except to the extent expressly provided in the management agreement between the Manager and the Fund.

Pursuant to an agreement with New York Life Investments, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900 ("State Street") provides sub-administration and sub-accounting services for the Funds. These services include, among other things, calculating daily NAVs of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

Information on Fees

Additional Information Regarding Fee Waivers

Voluntary

New York Life Investments may voluntarily waive or reimburse expenses of each MainStay Money Market Fund to the extent it deems appropriate to enhance the applicable MainStay Money Market Fund's yield during periods when expenses have a significant impact on yield because of low interest rates. These expense limitation policies are voluntary and in addition to any contractual arrangements that may be in place with respect to these MainStay Money Market Funds and described in this Prospectus.

Who Manages Your Money?

New York Life Investments serves as Manager of the Funds and is responsible for the day-to-day portfolio management of the MainStay Cash Reserves Fund, MainStay Floating Rate Fund, MainStay Indexed Bond Fund, MainStay Money Market Fund and MainStay Principal Preservation Fund, as well as the fixed income portion of the MainStay Balanced Fund.

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisers to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of subadvisors to the Funds. The Manager and the Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of certain Funds and subject to the approval of the Board, including a majority of the Independent Directors/Trustees, to hire or terminate unaffiliated subadvisors and to modify any existing or future subadvisory agreement with unaffiliated subadvisors without shareholder approval. This authority is subject to certain conditions. Each Fund to which the Order applies will notify shareholders and provide them with certain information required by the Order within 90 days of hiring a new subadvisor. Please see the SAI for more information concerning the Order.

The shareholders of the Funds that are series of The MainStay Funds have approved the use of this Order, including: MainStay Convertible Fund; MainStay Flexible Bond Opportunities Fund; MainStay Global High Income Fund; MainStay Government Fund; MainStay High Yield Corporate Bond Fund; MainStay Income Builder Fund; MainStay Money Market Fund; MainStay Principal Preservation Fund; and MainStay Tax Free Bond Fund.

The shareholders of MainStay High Yield Municipal Bond Fund, a series of MainStay Funds Trust, have also approved the use of this Order.

The shareholders of MainStay High Yield Opportunities Fund, a series of Eclipse Funds Inc., have also approved the use of this Order.

The following Funds that are series of Eclipse Funds and MainStay Funds Trust may not rely on this Order without first obtaining shareholder approval: MainStay Balanced Fund; MainStay Cash Reserves Fund; MainStay Floating Rate Fund; MainStay Indexed Bond Fund; MainStay Intermediate Term Bond Fund; and MainStay Short Term Bond Fund.

Under the supervision of the Manager, the Subadvisors listed below are responsible for making the specific decisions about the following: (i) buying, selling and holding securities; (ii) selecting brokers and brokerage firms to trade for them; (iii) maintaining accurate records; and, if possible, (iv) negotiating favorable commissions and fees with the brokers and brokerage firms for all the Funds they oversee. For these services, each Subadvisor is paid a monthly fee by the Manager out of its management fee, not the Funds. See the SAI for a breakdown of fees.

MacKay Shields LLC ("MacKay Shields") is located at 9 West 57th Street, New York, New York 10019. MacKay Shields was incorporated in 1969 as an independent investment advisory firm and was privately held until 1984 when it became a wholly-owned subsidiary of New York Life. As of December 31, 2010, MacKay Shields managed approximately $54.3 billion in assets.

Madison Square Investors LLC ("Madison Square Investors") is located at 1180 Avenue of the Americas, New York, New York 10036. Madison Square Investors was established in 2009 as an independent investment adviser and previously operated as an investment division of New York Life Investments. Madison Square Investors is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2010, Madison Square Investors managed approximately $11.4 billion in assets.

Epoch Investment Partners, Inc. ("Epoch") is located at 640 Fifth Avenue, New York, New York 10019. Epoch is a wholly-owned subsidiary of Epoch Holding Corporation, a public company, was incorporated in April 2004 as a Delaware corporation and is an independent investment advisory firm. As of December 31, 2010, Epoch managed approximately $14.3 billion in assets.

Portfolio Manager Biographies:

The following section provides biographical information about the Funds' portfolio managers and certain other investment personnel. Additional information regarding the portfolio managers' compensation, other accounts they manage and their ownership of shares of the Funds is available in the SAI.

Claude Athaide PhD, CFA Mr. Athaide became a portfolio manager of the MainStay Short Term Bond Fund in 2000. Mr. Athaide joined MacKay Shields in 1996, became an Associate Director in 2001 and a Director in 2006. Mr. Athaide has over nine years of investment experience. Mr. Athaide became a Chartered Financial Analyst ("CFA") charterholder in 2000.
Howard Booth, CFA Mr. Booth became a manager of the MainStay Global High Income Fund when he joined MacKay Shields in 2008 as a Director and a Head of International Fixed Income. He previously was a Senior Portfolio Manager for Global Emerging Markets at Robeco Investment Management and a Senior Portfolio Manager at HSBC Asset Management and worked for Metropolitan Life Insurance for twelve years, where he held the positions of Senior Financial Analyst, Managing Trader and Director in its Global Finance unit. Mr. Booth is a graduate of Syracuse University with a BS in Finance and Accounting, holds an MBA from New York University, and is a CFA charterholder.
David E. Clement, CFA Mr. Clement became a portfolio manager of the MainStay Cash Reserves Fund in 1991, the MainStay Money Market Fund and MainStay Principal Preservation Fund in 2009. Mr. Clement is a Director and a member of the fixed-income portfolio management team at New York Life Investments. Mr. Clement joined the Asset Management Group of New York Life in 1990. Mr. Clement has been a CFA charterholder since 1993. Mr. Clement received a BA from Brooklyn College and an MBA from Baruch College.
Louis N. Cohen Mr. Cohen has managed the MainStay High Yield Opportunities Fund since 2007, the MainStay Flexible Bond Opportunities Fund since 2009, the MainStay Income Builder Fund since 2010 and the MainStay Government Fund, MainStay Intermediate Term Bond Fund and MainStay Short Term Bond Fund since February 2011. He joined MacKay Shields in 2004 as Director of Research after MacKay Shields acquired the fixed income active core division of Pareto Partners. Mr. Cohen received his BA and MBA from New York University.
Robert H. Dial Mr. Dial is a Managing Director in New York Life Investments' Fixed Income Investors Group and head of Public High Yield and Bank Loan strategies. In this capacity, he oversees more than $10 billion of investments managed in institutional portfolios, mutual funds, and collateralized loan obligation structures. Mr. Dial has served as a portfolio manager for the MainStay Floating Rate Fund since 2004. Mr. Dial joined New York Life Investments in 2001. Mr. Dial earned a BA from Yale University and an MBA from the University of Chicago.
Robert DiMella, CFA
Mr. DiMella is a Senior Managing Director of MacKay Shields. He has managed the MainStay Tax Free Bond Fund since 2009 and the MainStay High Yield Municipal Fund since 2010. Previously, he co-founded Mariner Municipal Managers LLC (2007 to 2009). Mr. DiMella was a Managing Director and Co-Head of BlackRock's Municipal Portfolio Management Group (from 2006 to 2007). Prior to BlackRock's merger with Merrill Lynch Investment Managers ("MLIM"), he served as a Senior Portfolio Manager and Managing Director of the Municipal Products Group. He was employed by Merrill Lynch from 1992 to 2006. Mr. DiMella earned his Master's degree at Rutgers University Business School and a Bachelors Degree at the University of Connecticut. He is a CFA charterholder.
Harvey J. Fram, CFA Mr. Fram has managed the MainStay Balanced Fund since January 2011. Mr. Fram is currently a Managing Director at Madison Square Investors and is responsible for the management of quantitative equity portfolios. Mr. Fram was awarded his CFA designation in 1999 and has an MBA from the Wharton School at the University of Pennsylvania.
Thomas J. Girard Mr. Girard has managed the MainStay Indexed Bond Fund since 2007, the MainStay Balanced Fund since 2008, the MainStay Cash Reserves Fund, MainStay Money Market Fund and the MainStay Principal Preservation Fund since 2009. Mr. Girard is a Managing Director, the Head of the Core Fixed Income Investors Group, and chairs the Portfolio Strategy and Asset Allocation Committee. He joined New York Life Investments in 2007 and is responsible for managing all multi-sector third-party fixed income mandates. Prior to joining New York Life Investments, Mr. Girard was a portfolio manager and co-head of fixed income at Robeco Investment Management/Weiss Peck Greer. He received a BS from St. John Fisher College and an MBA from Fordham University. Mr. Girard is a Certified Public Accountant.
Gary Goodenough Mr. Goodenough became a portfolio manager of the MainStay Government Fund, MainStay Income Builder Fund and MainStay Short Term Bond Fund in 2000, the MainStay Global High Income Fund in 2003 and MainStay Intermediate Term Bond Fund in 2008. Mr. Goodenough joined MacKay Shields as a Managing Director and Co-head of Fixed Income in 2000, and became a Senior Managing Director in 2004.
Michael Kimble Mr. Kimble has managed the MainStay High Yield Opportunities Fund since 2007, MainStay Flexible Bond Opportunities Fund since 2009, the MainStay Income Builder Fund since 2010 and the MainStay Global High Income Fund since February 2011. He joined MacKay Shields in 2004 as Director and Co-Head of High Yield portfolio management when MacKay Shields acquired the fixed income active core division of Pareto Partners. He received a BA from Columbia University, an MBA from New York University and a JD from Fordham School of Law.
John Loffredo, CFA
Mr. Loffredo is a Senior Managing Director of MacKay Shields. He has managed the MainStay Tax Free Bond Fund since 2009 and the MainStay High Yield Municipal Bond Fund since 2010. He has been a municipal portfolio manager and/or municipal analyst on Wall Street since 1990, with a broad range of portfolio management and analytic experience in the municipal markets. He previously co-founded Mariner Municipal Managers LLC (from 2007 to 2009). Mr. Loffredo was a Managing Director and Co-Head of BlackRock's Municipal Portfolio Management Group (from 2006 to 2007). Prior to BlackRock's merger with MLIM, he served as Chief Investment Officer of the Municipal Products Group of MLIM. He was employed by Merrill Lynch from 1990-2006. Mr. Loffredo graduated with a MBA and Certificate of Public Management from Boston University and cum laude from Utah State University where he was a Harry S. Truman Scholar. He is a CFA charterholder.
Michael Petty Mr. Petty is a Director and portfolio manager for MacKay Shields. He has managed the MainStay High Yield Municipal Bond Fund since 2010 and the MainStay Tax Free Bond Fund since February 2011. He has been a portfolio manager on Wall Street since 1992, has worked in the municipal products market since 1985, and has a broad array of trading, portfolio management, and sales experience. Prior to joining MacKay Shields, Mr. Petty was a portfolio manager with Mariner Municipal Managers LLC during 2009. From 1997 through 2009, he was a Senior Portfolio Manager at Dreyfus Corporation, overseeing $2.1 billion in assets. Mr. Petty graduated from Hobart College with a B.S. in Mathematics and Economics.
J. Matthew Philo, CFA Mr. Philo became a portfolio manager of the MainStay High Yield Corporate Bond Fund in 2001. Mr. Philo is a Senior Managing Director of MacKay Shields, is the head of the High Yield Division, has been co-head of Fixed Income since 2006 and has managed institutional accounts since he joined MacKay Shields in 1996.
William Priest, CFA
Mr. Priest has managed the equity portion of the MainStay Income Builder Fund since 2009. Mr. Priest founded Epoch Investment Partners in 2004, where he is Chief Executive Officer and Co-Chief Investment Officer. He is a CFA charterholder, and a graduate of Duke University and the University of Pennsylvania's Wharton Graduate School of Business.
Dan Roberts Mr. Roberts has managed the MainStay High Yield Opportunities Fund since 2007, the MainStay Flexible Bond Opportunities Fund and MainStay Income Builder Fund since 2009, the MainStay Global High Income Fund, MainStay Government Fund, MainStay Intermediate Term Bond Fund and MainStay Short Term Bond Fund since February 2011. Mr. Roberts is a Senior Managing Director who joined MacKay Shields in 2004 when the firm acquired the fixed income active core division of Pareto Partners. Mr. Roberts holds a BBA and a PhD from the University of Iowa.
Eric Sappenfield Mr. Sappenfield has managed the equity portion of the MainStay Income Builder Fund since 2009. Prior to joining Epoch in 2006, Mr. Sappenfield was a research analyst at Spear Leeds & Kellogg from 2004 to 2006 where he was responsible for credit/risk assessment. Mr. Sappenfield holds a BA degree from Stanford University and an MBA from the University of California, Los Angeles.
Donald F. Serek, CFA Mr. Serek joined New York Life Investments in 2000 and became a portfolio manager for the MainStay Indexed Bond Fund in 2004. He is a Managing Director, Head of the Portfolio Management and Strategy Group, and a Senior Portfolio Manager. Mr. Serek is responsible for managing all multi-sector third-party fixed income portfolios including retail mutual funds and institutional separate accounts. Prior to joining the Portfolio Management and Strategy Group, Mr. Serek was responsible for overseeing all investment activity related to the public investment grade corporate sector. Mr. Serek received a BBA from Temple University and is a CFA charterholder.
Edward Silverstein, CFA Mr. Silverstein became a portfolio manager of the MainStay Convertible Fund in 2001. Mr. Silverstein joined MacKay Shields in 1998 as an Associate and was a Research Analyst in the Equity Division. He became an Associate Director in 2000 and is currently a Senior Managing Director at MacKay Shields.
Taylor Wagenseil Mr. Wagenseil has managed the MainStay High Yield Opportunities Fund since 2007, the MainStay Flexible Bond Opportunities Fund since 2009 and the MainStay Income Builder Fund since 2010. Mr. Wagenseil became Director and Co-Head of High Yield portfolio management in 2004 after MacKay Shields acquired the fixed income active core division of Pareto Partners, where he was Co-Head of High Yield Investments and an equity shareholder. Mr. Wagenseil received a BA from Dartmouth College and a MBA (Finance) from the Harvard Business School and has experience in the high yield market since 1979.
Michael Welhoelter, CFA Mr. Welhoelter has managed the equity portion of the MainStay Income Builder Fund since 2009. Mr. Welhoelter joined Epoch in 2005 and is a Managing Director. Mr. Welhoelter holds a BA degree in Computer and Information Science from Colgate University. He is a member of the New York Society of Security Analysts and the Society of Quantitative Analysts, and is a CFA charterholder.
Jae S. Yoon, CFA Mr. Yoon has managed the MainStay Balanced Fund since January 2011. From 2005 to 2009, Mr. Yoon was employed by New York Life Investments where he led the Investment Consulting Group. In 2009, Mr. Yoon joined MacKay Shields as a Senior Managing Director responsible for Risk Management. In his role at MacKay Shields, Mr. Yoon worked side-by-side with the portfolio managers directly enhancing the risk management processes across all portfolios. In January 2011, Mr. Yoon re-joined New York Life Investments as a Senior Managing Director and leads the Investment Consulting Group. Mr. Yoon obtained a BS and a Masters degree from Cornell University and attended New York University's Stern School of Business MBA program. He earned his CFA designation in 1998 and has been in the investment industry since 1991.
Financial Highlights

The financial highlights tables are intended to help you understand the Funds' financial performance for the past five fiscal years or, if shorter, the period of the Funds' operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds (assuming reinvestment of all dividends and capital gain distributions and excluding all sales charges). This information has been audited by KPMG LLP, whose report, along with the Funds' financial statements, is included in the Annual Report, which is available upon request.

Effective February 26, 2010, each Fund that was a series of Eclipse Funds Inc., except MainStay High Yield Opportunities Fund, merged into a corresponding "shell" series of MainStay Funds Trust, a Delaware statutory trust (each a "Reorganization"). Upon completion of each Reorganization, the respective share classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.

MainStay High Yield Opportunities Fund is currently a series of Eclipse Funds Inc. However, it is intended that this Fund will also merge into a corresponding shell series of MainStay Funds Trust on a later date.

MainStay Cash Reserves Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.00 0.00 0.03 0.05 0.04
Net realized and unrealized gain (loss) on investments 0.00 0.00 0.00 (0.00 )‡
Total from investment operations 0.00 0.00 0.03 0.05 0.04
Less dividends:
From net investment income (0.00 )‡ (0.00 )‡ (0.03 ) (0.05 ) (0.04 )
Net asset value at end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total investment return 0.01 % 0.36 % 2.66 % 4.93 % 4.39 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.01 % 0.36 % 2.66 % 4.82 % 4.32 %
Net expenses 0.24 % 0.50 % 0.50 % 0.50 % 0.50 %
Expenses (before waiver/reimbursement) 0.59 % 0.65 % 0.57 % 0.57 % 0.54 %
Net assets at end of year (in 000's) $ 332,539 $ 382,535 $ 347,264 $ 350,717 $ 253,013

Less than one cent per share.

MainStay Flexible Bond Opportunities Fund (formerly MainStay Diversified Income Fund)
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 8.47 $ 7.20 $ 8.86
Net investment income (a) 0.52 0.40 0.29
Net realized and unrealized gain (loss) on investments 0.68 1.50 (1.77 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.05 ) 0.02 0.11
Total from investment operations 1.15 1.92 (1.37 )
Less dividends and distributions:
From net investment income (0.50 ) (0.62 ) (0.29 )
Return of capital (0.03 )
Total dividends and distributions (0.50 ) (0.65 ) (0.29 )
Net asset value at end of period $ 9.12 $ 8.47 $ 7.20
Total investment return (b) 13.97 % 28.35 % (15.88 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.93 % 5.26 % 5.07 %†
Net expenses 1.41 % 1.42 % 1.40 %†
Expenses (before waiver/reimbursement) 1.45 % 1.70 % 1.51 %†
Portfolio turnover rate 80 % 1.54 %(d) 81 %(d)
Net assets at end of period (in 000's) $ 16,654 $ 12,200 $ 9,990

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 117% and 72% for the years ended October 31, 2009 and 2008, respectively.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.42 $ 7.16 $ 9.02 $ 8.91 $ 8.81
Net investment income (a) 0.54 0.41 0.44 0.45 0.40
Net realized and unrealized gain (loss) on investments 0.67 1.49 (1.96 ) 0.21 0.18
Net realized and unrealized gain (loss) on foreign currency transactions (0.05 ) 0.02 0.12 (0.04 ) (0.01 )
Total from investment operations 1.16 1.92 (1.40 ) 0.62 0.57
Less dividends and distributions:
From net investment income (0.52 ) (0.62 ) (0.46 ) (0.51 ) (0.47 )
Return of capital (0.04 )
Total dividends and distributions (0.52 ) (0.66 ) (0.46 ) (0.51 ) (0.47 )
Net asset value at end of period $ 9.06 $ 8.42 $ 7.16 $ 9.02 $ 8.91
Total investment return (b) 14.19 % 28.56 % (16.27 %) 7.14 % 6.67 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 6.19 % 5.41 % 5.13 % 5.01 % 4.60 %
Net expenses 1.18 % 1.27 % 1.30 % 1.30 % 1.30 %
Expenses (before waiver/reimbursement) 1.21 % 1.37 % 1.34 % 1.39 % 1.46 %
Portfolio turnover rate 80 % 154 %(c) 81 %(c) 64 % 87 %(c)
Net assets at end of period (in 000's) $ 109,694 $ 60,555 $ 45,293 $ 68,637 $ 65,566

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 117%, 72% and 66% for the years ended October 31, 2009, 2008 and 2006, respectively.

MainStay Flexible Bond Opportunities Fund (formerly MainStay Diversified Income Fund)
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.39 $ 7.14 $ 8.99 $ 8.89 $ 8.78
Net investment income (a) 0.45 0.34 0.37 0.38 0.34
Net realized and unrealized gain (loss) on investments 0.68 1.48 (1.95 ) 0.20 0.18
Net realized and unrealized gain (loss) on foreign currency transactions (0.05 ) 0.02 0.12 (0.04 ) (0.01 )
Total from investment operations 1.08 1.84 (1.46 ) 0.54 0.51
Less dividends and distributions:
From net investment income (0.44 ) (0.56 ) (0.39 ) (0.44 ) (0.40 )
Return of capital (0.03 )
Total dividends and distributions (0.44 ) (0.59 ) (0.39 ) (0.44 ) (0.40 )
Net asset value at end of period $ 9.03 $ 8.39 $ 7.14 $ 8.99 $ 8.89
Total investment return (b) 13.13 % 27.35 % (16.88 %) 6.23 % 6.01 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.15 % 4.54 % 4.32 % 4.26 % 3.85 %
Net expenses 2.16 % 2.17 % 2.11 % 2.05 % 2.05 %
Expenses (before waiver/reimbursement) 2.20 % 2.46 % 2.20 % 2.13 % 2.21 %
Portfolio turnover rate 80 % 154 %(c) 81 %(c) 64 % 87 %(c)
Net assets at end of period (in 000's) $ 19,352 $ 19,176 $ 18,567 $ 28,069 $ 34,148

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 117%, 72% and 66% for the years ended October 31, 2009, 2008 and 2006, respectively.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.39 $ 7.14 $ 8.99 $ 8.89 $ 8.78
Net investment income (a) 0.46 0.34 0.37 0.38 0.34
Net realized and unrealized gain (loss) on investments 0.67 1.48 (1.95 ) 0.20 0.18
Net realized and unrealized gain (loss) on foreign currency transactions (0.05 ) 0.02 0.12 (0.04 ) (0.01 )
Total from investment operations 1.08 1.84 (1.46 ) 0.54 0.51
Less dividends and distributions:
From net investment income (0.44 ) (0.56 ) (0.39 ) (0.44 ) (0.40 )
Return of capital (0.03 )
Total dividends and distributions (0.44 ) (0.59 ) (0.39 ) (0.44 ) (0.40 )
Net asset value at end of period $ 9.03 $ 8.39 $ 7.14 $ 8.99 $ 8.89
Total investment return (b) 13.14 % 27.36 % (16.88 %) 6.23 % 6.01 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.23 % 4.50 % 4.32 % 4.26 % 3.85 %
Net expenses 2.16 % 2.17 % 2.11 % 2.05 % 2.05 %
Expenses (before waiver/reimbursement) 2.20 % 2.45 % 2.20 % 2.13 % 2.21 %
Portfolio turnover rate 80 % 154 %(c) 81 %(c) 64 % 87 %(c)
Net assets at end of period (in 000's) $ 28,334 $ 12,948 $ 9,484 $ 12,081 $ 12,355

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 117%, 72% and 66% for the years ended October 31, 2009, 2008 and 2006, respectively.

MainStay Flexible Bond Opportunities Fund (formerly MainStay Diversified Income Fund)
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.42 $ 7.17 $ 9.02 $ 8.91 $ 8.81
Net investment income (a) 0.58 0.43 0.47 0.48 0.43
Net realized and unrealized gain (loss) on investments 0.66 1.48 (1.94 ) 0.21 0.18
Net realized and unrealized gain (loss) on foreign currency transactions (0.05 ) 0.02 0.11 (0.04 ) (0.01 )
Total from investment operations 1.19 1.93 (1.36 ) 0.65 0.60
Less dividends and distributions:
From net investment income (0.54 ) (0.64 ) (0.49 ) (0.54 ) (0.50 )
Return of capital (0.04 )
Total dividends and distributions (0.54 ) (0.68 ) (0.49 ) (0.54 ) (0.50 )
Net asset value at end of period $ 9.07 $ 8.42 $ 7.17 $ 9.02 $ 8.91
Total investment return (b) ,(c) 14.59 % 28.78 % (15.86 %) 7.50 % 7.09 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 6.57 % 5.75 % 5.49 % 5.37 % 4.94 %
Net expenses 0.92 % 0.95 % 0.96 % 0.96 % 0.96 %
Expenses (before waiver/reimbursement) 0.95 % 1.12 % 1.03 % 1.04 % 1.12 %
Portfolio turnover rate 80 % 154 %(d) 81 %(d) 64 % 87 %(d)
Net assets at end of period (in 000's) $ 5,183 $ 319 $ 259 $ 262 $ 199

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 117%, 72% and 66% for the years ended October 31, 2009, 2008 and 2006, respectively.

MainStay Floating Rate Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 8.97 $ 7.61 $ 8.94
Net investment income 0.32 0.29 0.28
Net realized and unrealized gain (loss) on investments 0.45 1.36 (1.33 )
Total from investment operations 0.77 1.65 (1.05 )
Less dividends:
From net investment income (0.32 ) (0.29 ) (0.28 )
Redemption fee (a) 0.00 0.00 0.00
Net asset value at end of period $ 9.42 $ 8.97 $ 7.61
Total investment return (b) 8.76 % 22.32 % (12.19 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.52 % 3.63 % 4.43 %†
Net expenses 1.10 % 1.19 % 1.05 %†
Portfolio turnover rate 10 % 17 % 10 %
Net assets at end of period (in 000's) $ 23,245 $ 20,191 $ 14,586

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

The redemption fee was discontinued as of April 1, 2010.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.97 $ 7.61 $ 9.65 $ 9.93 $ 9.99
Net investment income 0.33 0.31 0.46 0.62 0.59
Net realized and unrealized gain (loss) on investments 0.45 1.36 (2.03 ) (0.28 ) (0.06 )
Total from investment operations 0.78 1.67 (1.57 ) 0.34 0.53
Less dividends:
From net investment income (0.33 ) (0.31 ) (0.47 ) (0.62 ) (0.59 )
Redemption fee (a) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 9.42 $ 8.97 $ 7.61 $ 9.65 $ 9.93
Total investment return (b) 8.87 % 22.53 % (16.91 %) 3.65 % 5.34 %
Ratios(to average net assets)/ Supplemental Data:
Net investment income 3.62 3.80 % 5.36 % 6.34 % 5.95 %
Net expenses 1.00 % 1.01 % 1.00 % 1.01 % 1.00 %
Portfolio turnover rate 10 % 17 % 10 % 29 % 8 %
Net assets at end of period (in 000's) $ 429,262 $ 338,350 $ 245,193 $ 631,749 $ 692,411

Less than one cent per share.

(a)

The redemption fee was discontinued as of April 1, 2010.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

MainStay Floating Rate Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.97 $ 7.61 $ 9.65 $ 9.93 $ 9.99
Net investment income 0.25 0.23 0.39 0.55 0.51
Net realized and unrealized gain (loss) on investments 0.46 1.36 (2.03 ) (0.28 ) (0.06 )
Total from investment operations 0.71 1.59 (1.64 ) 0.27 0.45
Less dividends:
From net investment income (0.25 ) (0.23 ) (0.40 ) (0.55 ) (0.51 )
Redemption fee (a) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 9.43 $ 8.97 $ 7.61 $ 9.65 $ 9.93
Total investment return (b) 8.06 % 21.41 % (17.66 %) 2.88 % 4.66 %
Ratios(to average net assets)/ Supplemental Data:
Net investment income 2.76 % 2.95 % 4.51 % 5.59 % 5.20 %
Net expenses 1.85 % 1.94 % 1.79 % 1.76 % 1.75 %
Portfolio turnover rate 10 % 17 % 10 % 29 % 8 %
Net assets at end of period (in 000's) $ 17,665 $ 20,289 $ 20,703 $ 47,141 $ 53,466

Less than one cent per share.

(a)

The redemption fee was discontinued as of April 1, 2010.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.97 $ 7.61 $ 9.65 $ 9.93 $ 9.99
Net investment income 0.25 0.24 0.39 0.55 0.51
Net realized and unrealized gain (loss) on investments 0.46 1.35 (2.03 ) (0.28 ) (0.06 )
Total from investment operations 0.71 1.59 (1.64 ) 0.27 0.45
Less dividends:
From net investment income (0.25 ) (0.23 ) (0.40 ) (0.55 ) (0.51 )
Redemption fee (a) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 9.43 $ 8.97 $ 7.61 $ 9.65 $ 9.93
Total investment return (b) 8.06 % 21.41 % (17.66 %) 2.88 % 4.66 %
Ratios(to average net assets)/ Supplemental Data:
Net investment income 2.76 % 2.89 % 4.52 % 5.59 % 5.20 %
Net expenses 1.85 % 1.94 % 1.79 % 1.76 % 1.75 %
Portfolio turnover rate 10 % 17 % 10 % 29 % 8 %
Net assets at end of period (in 000's) $ 173,005 $ 132,105 $ 104,048 $ 232,130 $ 242,469

Less than one cent per share.

(a)

The redemption fee was discontinued as of April 1, 2010.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

MainStay Floating Rate Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.97 $ 7.61 $ 9.65 $ 9.93 $ 9.99
Net investment income 0.36 0.33 0.50 0.66 0.61
Net realized and unrealized gain (loss) on investments 0.46 1.36 (2.04 ) (0.28 ) (0.06 )
Total from investment operations 0.82 1.69 (1.54 ) 0.38 0.55
Less dividends:
From net investment income (0.36 ) (0.33 ) (0.50 ) (0.66 ) (0.61 )
Redemption fee (a) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 9.43 $ 8.97 $ 7.61 $ 9.65 $ 9.93
Total investment return (b) ,(c) 9.26 % 22.84 % (16.67 %) 3.89 % 5.71 %
Ratios(to average net assets)/ Supplemental Data:
Net investment income 3.87 % 3.97 % 5.33 % 6.68 % 6.20 %
Net expenses 0.75 % 0.77 % 0.71 % 0.67 % 0.75 %
Portfolio turnover rate 10 % 17 % 10 % 29 % 8 %
Net assets at end of period (in 000's) $ 342,167 $ 212,257 $ 103,930 $ 61,992 $ 47,743

Less than one cent per share.

(a)

The redemption fee was discontinued as of April 1, 2010.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

MainStay Government Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Investor Class Year ended October 31, February 28, 2008 * through October 31,
2010 2009 2008
Net asset value at beginning of period $ 8.75 $ 8.16 $ 8.41
Net investment income (a) 0.21 0.26 0.22
Net realized and unrealized gain (loss)on investments 0.28 0.59 (0.26 )
Total from investment operations 0.49 0.85 (0.04 )
Less dividends:
From net investment income (0.21 ) (0.26 ) (0.21 )
Net asset value at end of period $ 9.03 $ 8.75 $ 8.16
Total investment return (b) 5.67 % 10.67 % (0.57 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.37 % 2.99 % 3.89 %†
Net expenses 1.15 % 1.04 % 1.07 %†
Expenses (before waiver/reimbursement) 1.32 % 1.34 % 1.38 %†
Portfolio turnover rate (d) 132 % 103 % 51 %
Net assets at end of period (in 000's) $ 62,350 $ 63,591 $ 61,147

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 19%, 45% and 43% for the years ended October 31, 2010, 2009 and 2008, respectively.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.72 $ 8.13 $ 8.21 $ 8.19 $ 8.18
Net investment income (a) 0.22 0.27 0.33 0.34 0.33
Net realized and unrealized gain (loss) on investments 0.28 0.59 (0.07 ) 0.03 0.01
Total from investment operations 0.50 0.86 0.26 0.37 0.34
Less dividends:
From net investment income (0.22 ) (0.27 ) (0.34 ) (0.35 ) (0.33 )
Net asset value at end of period $ 9.00 $ 8.72 $ 8.13 $ 8.21 $ 8.19
Total investment return (b) 5.81 % 10.71 % 3.12 % 4.67 % 4.26 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 2.49 % 3.11 % 4.00 % 4.16 % 4.04 %
Net expenses 1.03 % 0.92 % 0.97 % 1.05 % 1.05 %
Expenses (before waiver/reimbursement) 1.20 % 1.21 % 1.28 % 1.35 % 1.34 %
Portfolio turnover rate 132 %(c) 103 %(c) 51 %(c) 11 % 83 %(c)
Net assets at end of period (in 000's) $ 187,828 $ 187,771 $ 182,621 $ 227,896 $ 239,392

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 19%, 45%, 43% and 32% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Government Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.71 $ 8.13 $ 8.20 $ 8.19 $ 8.17
Net investment income (a) 0.14 0.19 0.26 0.28 0.26
Net realized and unrealized gain (loss) on investments 0.29 0.59 (0.06 ) 0.02 0.03
Total from investment operations 0.43 0.78 0.20 0.30 0.29
Less dividends:
From net investment income (0.14 ) (0.20 ) (0.27 ) (0.29 ) (0.27 )
Net asset value at end of period $ 9.00 $ 8.71 $ 8.13 $ 8.20 $ 8.19
Total investment return (b) 5.02 % 9.62 % 2.41 % 3.77 % 3.60 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.62 % 2.24 % 3.18 % 3.41 % 3.29 %
Net expenses 1.90 % 1.79 % 1.79 % 1.80 % 1.80 %
Expenses (before waiver/reimbursement) 2.07 % 2.09 % 2.10 % 2.10 % 2.09 %
Portfolio turnover rate 132 %(c) 103 %(c) 51 %(c) 11 % 83 %(c)
Net assets at end of period (in 000's) $ 36,859 $ 45,178 $ 51,826 $ 50,123 $ 64,246

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 19%, 45%, 43% and 32% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.71 $ 8.12 $ 8.20 $ 8.18 $ 8.17
Net investment income (a) 0.14 0.19 0.26 0.28 0.26
Net realized and unrealized gain (loss) on investments 0.29 0.60 (0.07 ) 0.03 0.02
Total from investment operations 0.43 0.79 0.19 0.31 0.28
Less dividends:
From net investment income (0.14 ) (0.20 ) (0.27 ) (0.29 ) (0.27 )
Net asset value at end of period $ 9.00 $ 8.71 $ 8.12 $ 8.20 $ 8.18
Total investment return (b) 5.02 % 9.75 % 2.28 % 3.89 % 3.48 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.62 % 2.23 % 3.16 % 3.41 % 3.29 %
Net expenses 1.90 % 1.80 % 1.80 % 1.80 % 1.80 %
Expenses (before waiver/reimbursement) 2.07 % 2.09 % 2.11 % 2.10 % 2.09 %
Portfolio turnover rate 132 %(c) 103 %(c) 51 %(c) 11 % 83 %(c)
Net assets at end of period (in 000's) $ 33,523 $ 32,659 $ 25,967 $ 7,621 $ 5,684

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 19%, 45%, 43% and 32% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Government Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.79 $ 8.19 $ 8.26 $ 8.24 $ 8.21
Net investment income (a) 0.24 0.30 0.35 0.40 0.35
Net realized and unrealized gain (loss) on investments 0.29 0.61 (0.04 ) 0.02 0.03
Total from investment operations 0.53 0.91 0.31 0.42 0.38
Less dividends:
From net investment income (0.24 ) (0.31 ) (0.38 ) (0.40 ) (0.35 )
Net asset value at end of period $ 9.08 $ 8.79 $ 8.19 $ 8.26 $ 8.24
Total investment return (b) ,(c) 6.14 % 11.21 % 3.68 % 5.31 % 4.78 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 2.74 % 3.52 % 4.24 % 4.84 % 4.52 %
Net expenses 0.78 % 0.51 % 0.40 % 0.42 % 0.57 %
Expenses (before waiver/reimbursement) 0.95 % 0.97 % 0.99 % 1.00 % 0.86 %
Portfolio turnover rate 132 %(d) 103 %(d) 51 %(d) 11 % 83 %(d)
Net assets at end of period (in 000's) $ 4,284 $ 1,746 $ 1,332 $ 7 $ 1

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 19%, 45%, 43% and 32% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay High Yield Corporate Bond Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 5.60 $ 4.63 $ 5.97
Net investment income 0.41 (a) 0.40 (a) 0.28 (a)
Net realized and unrealized gain (loss) on investments 0.38 1.01 (1.33 )
Net realized and unrealized gain on foreign currency transactions 0.00 0.00 0.00
Total from investment operations 0.79 1.41 (1.05 )
Less dividends and distributions:
From net investment income (0.41 ) (0.41 ) (0.28 )
Return of capital (0.01 ) (0.03 ) (0.01 )
Total dividends and distributions (0.42 ) (0.44 ) (0.29 )
Redemption fee (a) ,(b) 0.00 0.00 0.00
Net asset value at end of period $ 5.97 $ 5.60 $ 4.63
Total investment return (c) 14.73 % 32.60 % (18.54 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 7.03 % 8.18 % 7.31 %†
Net expenses 1.08 % 1.15 % 1.16 %†
Expenses (before waiver/reimbursement) 1.08 % 1.15 % 1.16 %†
Portfolio turnover rate 41 % 41 % 29 %
Net assets at end of period (in 000's) $ 282,489 $ 265,507 $ 201,850

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The redemption fee was discontinued as of April 1, 2010.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.56 $ 4.60 $ 6.35 $ 6.33 $ 6.22
Net investment income 0.40 (a) 0.40 (a) 0.43 (a) 0.45 (a) 0.42 (a)
Net realized and unrealized gain (loss) on investments 0.39 1.00 (1.74 ) 0.01 0.15 (b)
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 0.00 0.00 0.00 (0.00 )‡
Total from investment operations 0.79 1.40 (1.31 ) 0.46 0.57
Less dividends and distributions:
From net investment income (0.42 ) (0.41 ) (0.43 ) (0.44 ) (0.41 )
Return of capital (0.01 ) (0.03 ) (0.01 ) (0.05 )
Total dividends and distributions (0.43 ) (0.44 ) (0.44 ) (0.44 ) (0.46 )
Redemption fee (a) ,(c) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 5.92 $ 5.56 $ 4.60 $ 6.35 $ 6.33
Total investment return (d) 14.69 % 32.74 % (22.00 %) 7.41 % 9.58 %(b)(e)
Ratios(to average net assets)/Supplemental Data:
Net investment income 7.07 % 8.19 % 7.33 % 6.95 % 6.77 %
Net expenses 1.03 % 1.08 % 1.07 % 1.04 % 1.06 %
Expenses (before waiver/reimbursement) 1.03 % 1.08 % 1.07 % 1.04 % 1.07 %(e)
Portfolio turnover rate 41 % 41 % 29 % 49 % 58 %
Net assets at end of period (in 000's) $ 3,409,419 $ 3,169,962 $ 1,835,090 $ 2,887,965 $ 2,806,800

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

The redemption fee was discontinued as of April 1, 2010.

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(e)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

MainStay High Yield Corporate Bond Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.54 $ 4.57 $ 6.31 $ 6.30 $ 6.19
Net investment income 0.36 (a) 0.36 (a) 0.38 (a) 0.40 (a) 0.38 (a)
Net realized and unrealized gain (loss) on investments 0.38 1.00 (1.73 ) 0.00 0.15 (b)
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 0.00 0.00 0.00 (0.00 )‡
Total from investment operations 0.74 1.36 (1.35 ) 0.40 0.53
Less dividends and distributions:
From net investment income (0.37 ) (0.36 ) (0.38 ) (0.39 ) (0.37 )
Return of capital (0.01 ) (0.03 ) (0.01 ) (0.05 )
Total dividends and distributions (0.38 ) (0.39 ) (0.39 ) (0.39 ) (0.42 )
Redemption fee (a) ,(c) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 5.90 $ 5.54 $ 4.57 $ 6.31 $ 6.30
Total investment return (d) 13.81 % 31.57 % (22.47 %) 6.46 % 8.92 %(b)(e)
Ratios(to average net assets)/Supplemental Data:
Net investment income 6.27 % 7.49 % 6.53 % 6.19 % 6.02 %
Net expenses 1.83 % 1.91 % 1.86 % 1.79 % 1.81 %
Expenses (before waiver/reimbursement) 1.83 % 1.91 % 1.86 % 1.79 % 1.82 %(e)
Portfolio turnover rate 41 % 41 % 29 % 49 % 58 %
Net assets at end of period (in 000's) $ 375,368 $ 453,918 $ 431,398 $ 811,937 $ 1,067,018

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

The redemption fee was discontinued as of April 1, 2010.

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(e)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.54 $ 4.57 $ 6.31 $ 6.30 $ 6.19
Net investment income 0.36 (a) 0.36 (a) 0.38 (a) 0.40 (a) 0.38 (a)
Net realized and unrealized gain (loss) on investments 0.38 1.00 (1.73 ) 0.00 0.15 (b)
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 0.00 0.00 0.00 (0.00 )‡
Total from investment operations 0.74 1.36 (1.35 ) 0.40 0.53
Less dividends and distributions:
From net investment income (0.37 ) (0.36 ) (0.38 ) (0.39 ) (0.37 )
Return of capital (0.01 ) (0.03 ) (0.01 ) (0.05 )
Total dividends and distributions (0.38 ) (0.39 ) (0.39 ) (0.39 ) (0.42 )
Redemption fee (a) ,(c) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 5.90 $ 5.54 $ 4.57 $ 6.31 $ 6.30
Total investment return (d) 13.81 % 31.57 % (22.60 %) 6.63 % 8.91 %(b)(e)
Ratios(to average net assets)/Supplemental Data:
Net investment income 6.28 % 7.29 % 6.54 % 6.20 % 6.02 %
Net expenses 1.83 % 1.90 % 1.86 % 1.79 % 1.81 %
Expenses (before waiver/reimbursement) 1.83 % 1.90 % 1.86 % 1.79 % 1.82 %(e)
Portfolio turnover rate 41 % 41 % 29 % 49 % 58 %
Net assets at end of period (in 000's) $ 698,491 $ 651,209 $ 276,418 $ 422,348 $ 421,855

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

The redemption fee was discontinued as of April 1, 2010.

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(e)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one-hundredth of a percent.

MainStay High Yield Corporate Bond Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 5.56 $ 4.60 $ 6.35 $ 6.34 $ 6.22
Net investment income 0.42 (a) 0.41 (a) 0.44 (a) 0.47 (a) 0.44 (a)
Net realized and unrealized gain (loss) on investments 0.38 1.00 (1.73 ) 0.00 0.16 (b)
Net realized and unrealized gain (loss) on foreign currency transactions 0.00 0.00 0.00 0.00 (0.00 )‡
Total from investment operations 0.80 1.41 (1.29 ) 0.47 0.60
Less dividends and distributions:
From net investment income (0.43 ) (0.42 ) (0.45 ) (0.46 ) (0.43 )
Return of capital (0.01 ) (0.03 ) (0.01 ) (0.05 )
Total dividends and distributions (0.44 ) (0.45 ) (0.46 ) (0.46 ) (0.48 )
Redemption fee (a) ,(c) 0.00 0.00 0.00 0.00 0.00
Net asset value at end of period $ 5.92 $ 5.56 $ 4.60 $ 6.35 $ 6.34
Total investment return (d) ,(e) 14.98 % 32.84 % (21.63 %) 7.49 % 10.02 %(b)(f)
Ratios (to average net assets)/Supplemental Data:
Net investment income 7.34 % 8.38 % 7.57 % 7.26 % 7.03 %
Net expenses 0.78 % 0.83 % 0.87 % 0.79 % 0.80 %
Expenses (before waiver/reimbursement) 0.78 % 0.83 % 0.87 % 0.79 % 0.81 %(f)
Portfolio turnover rate 41 % 41 % 29 % 49 % 58 %
Net assets at end of period (in 000's) $ 1,736,365 $ 1,141,889 $ 508,239 $ 440,002 $ 117,032

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

The redemption fee was discontinued as of April 1, 2010.

(d)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(e)

Classes I, R1, R2 and R3 are not subject to sales charges.

(f)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

Year ended October 31, May 1, 2008 * through October 31,
Class R2 2010 2009 2008
Net asset value at beginning of period $ 5.56 $ 4.60 $ 5.99
Net investment income 0.40 (a) 0.39 (a) 0.21 (a)
Net realized and unrealized gain (loss) on investments 0.39 1.01 (1.38 )
Net realized and unrealized gain on foreign currency transactions 0.00 0.00 0.00
Total from investment operations 0.79 1.40 (1.17 )
Less dividends and distributions:
From net investment income (0.41 ) (0.41 ) (0.21 )
Return of capital (0.01 ) (0.03 ) (0.01 )
Total dividends and distributions (0.42 ) (0.44 ) (0.22 )
Redemption fee (a) ,(b) 0.00 0.00 0.00
Net asset value at end of period $ 5.93 $ 5.56 $ 4.60
Total investment return (c) ,(d) 14.78 % 32.31 % (20.13 %)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 6.99 % 7.59 % 7.48 %†
Net expenses 1.13 % 1.18 % 1.20 %†
Expenses (before waiver/reimbursement) 1.13 % 1.18 % 1.20 %†
Portfolio turnover rate 41 % 41 % 29 %
Net assets at end of period (in 000's) $ 9,120 $ 6,240 $ 41

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The redemption fee was discontinued as of April 1, 2010.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Classes I, R1, R2 and R3 are not subject to sales charges.

(e)

Total investment return is not annualized.

MainStay High Yield Municipal Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

March 31, 2010 * through October 31,
Investor Class 2010
Net asset value at beginning of period $ 10.00
Net investment income 0.27
Net realized and unrealized gain on investments 0.75
Total from investment operations 1.02
Less dividends:
From net investment income (0.27 )
Net asset value at end of period $ 10.75
Total investment return (a) 10.32 %(b)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.03 %†
Net expenses 1.00 %†
Expenses (before waiver/reimbursement) 1.73 %†
Portfolio turnover rate 163 %
Net assets at end of period (in 000's) $ 598

*

Commencement of operations.

Annualized.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Total investment return is not annualized.

March 31, 2010 * through October 31,
Class A 2010
Net asset value at beginning of period $ 10.00
Net investment income 0.27
Net realized and unrealized gain on investments 0.78
Total from investment operations 1.05
Less dividends:
From net investment income (0.28 )
Net asset value at end of period $ 10.77
Total investment return (a) 10.59 %(b)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.20 %†
Net expenses 0.85 %†
Expenses (before waiver/reimbursement) 1.58 %†
Portfolio turnover rate 163 %
Net assets at end of period (in 000's) $ 23,062

*

Commencement of operations.

Annualized.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Total investment return is not annualized.

MainStay High Yield Municipal Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

March 31, 2010 * through October 31,
Class C 2010
Net asset value at beginning of period $ 10.00
Net investment income 0.22
Net realized and unrealized gain (loss)on investments 0.77
Total from investment operations 0.99
Less dividends and distributions:
From net investment income (0.24 )
Net asset value at end of period $ 10.75
Total investment return (a) 9.96 %(b)
Ratios (to average net assets)/Supplemental Data:
Net investment income 4.33 %†
Net expenses 1.75 %†
Expenses (before waiver) 2.48 %†
Portfolio turnover rate 163 %
Net assets at end of period (in 000's) $ 5,477

*

Commencement of operations.

Annualized.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Total investment return is not annualized.

March 31, 2010 * through October 31,
Class I 2010
Net asset value at beginning of period $ 10.00
Net investment income 0.29
Net realized and unrealized gain on investments 0.76
Total from investment operations 1.05
Less dividends:
From net investment income (0.28 )
Net asset value at end of period $ 10.77
Total investment return (a) ,(b) 10.66 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.26 %†
Net expenses 0.60 %†
Expenses (before waiver/reimbursement) 1.33 %†
Portfolio turnover rate 163 %
Net assets at end of period (in 000's) $ 44,720

*

Commencement of operations.

Annualized.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Class I shares are not subject to sales charges.

(c)

Total investment return is not annualized.

MainStay High Yield Opportunities Fund
(a series of Eclipse Funds Inc.)
(Selected per share data and ratios)

Year ended October 31, February 28,
2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 10.87 $ 8.04 $ 9.84
Net investment income (a) 0.83 0.89 0.34
Net realized and unrealized gain (loss) on investments 1.48 2.72 (1.76 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.20 ) 0.01
Total from investment operations 2.11 3.62 (1.42 )
Less dividends and distributions:
From net investment income (0.89 ) (0.79 ) (0.38 )
From net realized gain on distributions (0.08 ) __ __
Total dividends and distributions (0.97 ) (0.79 ) (0.38 )
Redemption fee (a) ,(b) 0.00 0.00 0.00
Net asset value at end of period $ 12.01 $ 10.87 $ 8.04
Total investment return (c) 20.29 % 47.24 % (14.84 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 7.24 % 9.06 % 5.30 %†
Net expenses (excluding short sale expenses) 1.35 % 1.47 % 1.38 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.19 % 2.83 % 4.20 %†
Short sale expenses 0.66 % 1.27 % 1.54 %†
Portfolio turnover rate 29 % 47 % 26 %
Net assets at end of period (in 000's) $ 4,467 $ 2,609 $ 21

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The redemption fee was discontinued as of April 1, 2010.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Total investment return is not annualized.

Year ended October 31, December 14,
2007 * through October 31,
Class A 2010 2009 2008
Net asset value at beginning of period $ 10.90 $ 8.06 $ 10.00
Net investment income (a) 0.82 0.93 0.52
Net realized and unrealized gain (loss) on investments 1.50 2.69 (2.05 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.20 ) 0.01
Total from investment operations 2.12 3.63 (1.53 )
Less dividends and distributions:
From net investment income (0.89 ) (0.79 ) (0.41 )
From net realized gain on investments (0.08 ) __ __
Total dividends and distributions (0.97 ) (0.79 ) (0.41 )
Redemption fee (a) ,(b) 0.00 0.00 0.00
Net asset value at end of period $ 12.05 $ 10.90 $ 8.06
Total investment return (c) 20.27 % 47.45 % (15.93 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 7.06 % 9.36 % 6.59 %†
Net expenses (excluding short sale expenses) 1.30 % 1.29 % 1.29 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.15 % 2.66 % 2.86 %†
Short sale expenses 0.66 % 1.27 % 1.45 %†
Portfolio turnover rate 29 % 47 % 26 %
Net assets at end of period (in 000's) $ 237,543 $ 28,987 $ 559

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The redemption fee was discontinued as of April 1, 2010.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Total investment return is not annualized.

MainStay High Yield Opportunities Fund
(a series of Eclipse Funds Inc.)
(Selected per share data and ratios)

Year ended October 31, December 14,
2007 * through October 31,
Class C 2010 2009 2008
Net asset value at beginning of period $ 10.88 $ 8.05 $ 10.00
Net investment income (a) 0.70 0.84 0.40
Net realized and unrealized gain (loss) on investments 1.52 2.70 (2.02 )
Net realized and unrealized gain (loss) on currency transactions (0.20 ) 0.01
Total from investment operations 2.02 3.55 (1.62 )
Less dividends and distributions:
From net investment income (0.81 ) (0.72 ) (0.33 )
From net realized gain on investments (0.08 ) __ __
Total dividends and distributions (0.89 ) (0.72 ) (0.33 )
Redemption fee (a) ,(b) 0.00 0.00 0.00
Net asset value at end of period $ 12.01 $ 10.88 $ 8.05
Total investment return (c) 19.27 % 46.11 % (16.58 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 6.07 % 8.49 % 4.79 %†
Net expenses (excluding short sale expenses) 2.09 % 2.22 % 2.12 %†
Expenses (including short sale expenses, before waiver/reimbursement) 2.94 % 3.58 % 4.80 %†
Short sale expenses 0.67 % 1.27 % 1.45 %†
Portfolio turnover rate 29 % 47 % 26 %
Net assets at end of period (in 000's) $ 72,327 $ 3,128 $ 20

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The redemption fee was discontinued as of April 1, 2010.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Total investment return is not annualized.

Year ended October 31, December 14,
2007 * through October 31,
Class I 2010 2009 2008
Net asset value at beginning of period $ 10.92 $ 8.05 $ 10.00
Net investment income (a) 0.86 0.88 0.49
Net realized and unrealized gain (loss) on investments 1.49 2.78 (2.02 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.20 ) 0.01
Total from investment operations 2.15 3.67 (1.53 )
Less dividends and distributions:
From net investment income (0.92 ) (0.80 ) (0.42 )
From net realized gain on investments (0.08 ) __ __
Total dividends and distributions (1.00 ) (0.80 ) (0.42 )
Redemption fee (a) ,(b) 0.00 0.00 0.00
Net asset value at end of period $ 12.07 $ 10.92 $ 8.05
Total investment return (c) ,(d) 20.54 % 47.79 % (15.73 %)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 7.51 % 9.71 % 5.91 %†
Net expenses (excluding short sale expenses) 1.05 % 1.04 % 1.04 %†
Expenses (including short sale expenses, before waiver/reimbursement) 1.89 % 2.38 % 2.52 %†
Short sale expenses 0.66 % 1.29 % 1.45 %†
Portfolio turnover rate 29 % 47 % 26 %
Net assets at end of period (in 000's) $ 290,900 $ 171,449 $ 105,928

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The redemption fee was discontinued as of April 1, 2010.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Class I shares are not subject to sales charges.

(e)

Total investment return is not annualized.

MainStay Indexed Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 11.38 $ 10.37 $ 10.97
Net investment income 0.32 0.40 0.30
Net realized and unrealized gain (loss) on investments 0.45 1.02 (0.60 )
Total from investment operations 0.77 1.42 (0.30 )
Less dividends and distributions:
From net investment income (0.32 ) (0.41 ) (0.30 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.34 ) (0.41 ) (0.30 )
Net asset value at end of period $ 11.81 $ 11.38 $ 10.37
Total investment return (a) 6.88 % 13.87 % (2.76 %)(b)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.81 % 3.66 % 4.26 %†
Net expenses 0.92 % 0.92 % 0.92 %†
Expenses (before waiver/reimbursement) 1.15 % 1.28 % 1.27 %†
Portfolio turnover rate (c) 115 % 61 % 66 %
Net assets at end of period (in 000's) $ 5,985 $ 4,279 $ 2,874

*

Commencement of operations.

Annualized.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Total investment return is not annualized.

(c)

The portfolio turnover rates not including mortgage dollar rolls are 105%, 56% and 62% for the years ended October 31, 2010, 2009 and 2008, respectively.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 11.33 $ 10.33 $ 10.70 $ 10.69 $ 10.68
Net investment income 0.34 0.41 0.47 0.47 0.44
Net realized and unrealized gain (loss) on investments 0.45 1.01 (0.36 ) 0.02 0.01
Total from investment operations 0.79 1.42 0.11 0.49 0.45
Less dividends and distributions:
From net investment income (0.34 ) (0.42 ) (0.48 ) (0.48 ) (0.44 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.36 ) (0.42 ) (0.48 ) (0.48 ) (0.44 )
Net asset value at end of period $ 11.76 $ 11.33 $ 10.33 $ 10.70 $ 10.69
Total investment return (a) 7.04 % 13.93 % 0.88 % 4.66 % 4.29 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.94 % 3.76 % 4.35 % 4.40 % 4.10 %
Net expenses 0.80 % 0.82 % 0.82 % 0.82 % 0.82 %
Expenses (before waiver/reimbursement) 0.80 % 0.88 % 0.88 % 0.93 % 0.86 %
Portfolio turnover rate (b) 115 % 61 % 66 % 121 % 105 %
Net assets at end of period (in 000's) $ 87,750 $ 77,595 $ 61,775 $ 57,604 $ 51,941

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

The portfolio turnover rates not including mortgage dollar rolls are 105%, 56%, 62%, 116% and 85% for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, respectively.

MainStay Indexed Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 11.34 $ 10.33 $ 10.70 $ 10.69 $ 10.69
Net investment income 0.38 0.46 0.51 0.51 0.48
Net realized and unrealized gain (loss) on investments 0.45 1.01 (0.37 ) 0.02 0.00
Total from investment operations 0.83 1.47 0.14 0.53 0.48
Less dividends and distributions:
From net investment income (0.38 ) (0.46 ) (0.51 ) (0.52 ) (0.48 )
From realized gain on investments (0.02 )
Total dividends and distributions (0.40 ) (0.46 ) (0.51 ) (0.52 ) (0.48 )
Net asset value at end of period $ 11.77 $ 11.34 $ 10.33 $ 10.70 $ 10.69
Total investment return (a) ,(b) 7.43 % 14.47 % 1.25 % 5.07 % 4.60 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.31 % 4.15 % 4.74 % 4.79 % 4.49 %
Net expenses 0.43 % 0.43 % 0.43 % 0.43 % 0.43 %
Expenses (before waiver/reimbursement) 0.55 % 0.63 % 0.56 % 0.53 % 0.47 %
Portfolio turnover rate (c) 115 % 61 % 66 % 121 % 105 %
Net assets at end of period (in 000's) $ 523,050 $ 468,639 $ 381,086 $ 398,047 $ 328,259

Less than one cent per share.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Class I shares are not subject to sales charges.

(c)

The portfolio turnover rates not including mortgage dollar rolls are 105%, 56%, 62%, 116% and 85% for the years ended October 31, 2010, 2009, 2008, 2007 and 2006, respectively.

MainStay Intermediate Term Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 10.37 $ 9.39 $ 9.92
Net investment income 0.35 0.30 0.25
Net realized and unrealized gain (loss) on investments 0.61 0.96 (0.54 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 ) 0.01
Total from investment operations 0.95 1.27 (0.29 )
Less dividends:
From net investment income (0.36 ) (0.29 ) (0.24 )
From net realized gain on investments (0.02 ) __ __
Total dividends and distributions (0.38 ) (0.29 ) (0.24 )
Net asset value at end of period $ 10.94 $ 10.37 $ 9.39
Total investment return (a) 9.33 % 13.72 % (2.98 %)(b)
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.38 % 3.03 % 3.73 %†
Net expenses 1.07 % 1.17 % 1.20 %†
Expenses (before waiver/reimbursement) 1.17 % 1.25 % 1.34 %†
Portfolio turnover rate 185 %(c) 246 %(c) 114 %(c)
Net assets at end of period (in 000's) $ 4,608 $ 2,743 $ 1,727

*

Commencement of operations.

Annualized.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Total investment return is not annualized.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 79%, 130%, 92% and 64% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 10.32 $ 9.35 $ 9.73 $ 9.74 $ 9.72
Net investment income 0.36 0.34 0.43 0.43 0.39
Net realized and unrealized gain (loss) on investments 0.61 0.93 (0.41 ) 0.01 0.00
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 ) 0.01 0.00 (0.00 )‡
Total from investment operations 0.96 1.28 0.02 0.44 0.39
Less dividends:
From net investment income (0.37 ) (0.31 ) (0.40 ) (0.45 ) (0.37 )
From net realized gain on investments (0.02 ) __ __ __ __
Total dividends and distributions (0.39 ) (0.31 ) (0.40 ) (0.45 ) (0.37 )
Net asset value at end of period $ 10.89 $ 10.32 $ 9.35 $ 9.73 $ 9.74
Total investment return (a) 9.48 % 13.89 % 0.07 % 4.63 % 4.14 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.47 % 3.20 % 4.02 % 4.35 % 3.94 %
Net expenses 0.96 % 1.00 % 1.03 % 1.10 % 1.10 %
Expenses (before waiver/reimbursement) 1.06 % 1.08 % 1.16 % 1.38 % 1.32 %
Portfolio turnover rate 185 %(b) 246 %(b) 114 %(b) 70 % 146 %(b)
Net assets at end of period (in 000's) $ 35,837 $ 33,134 $ 16,211 $ 10,821 $ 9,468

Less than one cent per share.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

The portfolio turnover rates not including mortgage dollar rolls were 79%, 130%, 92% and 64% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Intermediate Term Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 10.33 $ 9.36 $ 9.74 $ 9.76 $ 9.73
Net investment income 0.27 0.23 0.30 0.35 0.32
Net realized and unrealized gain (loss) on investments 0.61 0.95 (0.37 ) 0.01 0.01
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 ) 0.01 0.00 (0.00 )‡
Total from investment operations 0.87 1.19 (0.07 ) 0.36 0.33
Less dividends:
From net investment income (0.28 ) (0.22 ) (0.31 ) (0.38 ) (0.30 )
From net realized gain on investments (0.02 ) __ __ __ __
Total dividends and distributions (0.30 ) (0.22 ) (0.31 ) (0.38 ) (0.30 )
Net asset value at end of period $ 10.90 $ 10.33 $ 9.36 $ 9.74 $ 9.76
Total investment return (a) 8.55 % 12.82 % (0.79 %) 3.75 % 3.46 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.62 % 2.29 % 3.13 % 3.60 % 3.19 %
Net expenses 1.81 % 1.92 % 1.91 % 1.85 % 1.85 %
Expenses (before waiver/reimbursement) 1.91 % 2.00 % 2.08 % 2.13 % 2.07 %
Portfolio turnover rate 185 %(b) 246 %(b) 114 %(b) 70 % 146 %(b)
Net assets at end of period (in 000's) $ 7,797 $ 6,065 $ 4,580 $ 2,968 $ 2,912

Less than one cent per share.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

The portfolio turnover rates not including mortgage dollar rolls were 79%, 130%, 92% and 64% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 10.34 $ 9.37 $ 9.75 $ 9.76 $ 9.73
Net investment income 0.27 0.23 0.30 0.35 0.32
Net realized and unrealized gain (loss) on investments 0.61 0.95 (0.37 ) 0.02 0.01
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 ) 0.01 0.00 (0.00 )‡
Total from investment operations 0.87 1.19 (0.07 ) 0.37 0.33
Less dividends:
From net investment income (0.28 ) (0.22 ) (0.31 ) (0.38 ) (0.30 )
From net realized gain on investments (0.02 ) __ __ __ __
Total dividends and distributions (0.30 ) (0.22 ) (0.31 ) (0.38 ) (0.30 )
Net asset value at end of period $ 10.91 $ 10.34 $ 9.37 $ 9.75 $ 9.76
Total investment return (a) 8.54 % 12.92 % (0.89 %) 3.86 % 3.46 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.63 % 2.27 % 3.11 % 3.60 % 3.19 %
Net expenses 1.81 % 1.92 % 1.92 % 1.85 % 1.85 %
Expenses (before waiver/reimbursement) 1.91 % 2.00 % 2.08 % 2.13 % 2.07 %
Portfolio turnover rate 185 %(b) 246 %(b) 114 %(b) 70 % 146 %(b)
Net assets at end of period (in 000's) $ 22,850 $ 16,747 $ 7,106 $ 2,689 $ 1,464

Less than one cent per share.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

The portfolio turnover rates not including mortgage dollar rolls were 79%, 130%, 92% and 64% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Intermediate Term Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 10.32 $ 9.35 $ 9.73 $ 9.75 $ 9.72
Net investment income 0.41 0.34 0.43 0.46 0.41
Net realized and unrealized gain (loss) on investments 0.60 0.96 (0.38 ) 0.01 0.03
Net realized and unrealized gain (loss) on foreign currency transactions (0.01 ) 0.01 0.00 (0.00 )‡
Total from investment operations 1.00 1.31 0.05 0.47 0.44
Less dividends:
From net investment income (0.41 ) (0.34 ) (0.43 ) (0.49 ) (0.41 )
From net realized gain on investments (0.02 ) __ __ __ __
Total dividends and distributions (0.43 ) (0.34 ) (0.43 ) (0.49 ) (0.41 )
Net asset value at end of period $ 10.89 $ 10.32 $ 9.35 $ 9.73 $ 9.75
Total investment return (a) ,(b) 9.88 % 14.22 % 0.39 % 4.94 % 4.70 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.84 % 3.50 % 4.35 % 4.75 % 4.34 %
Net expenses 0.59 % 0.66 % 0.70 % 0.70 % 0.70 %
Expenses (before waiver/reimbursement) 0.81 % 0.83 % 0.78 % 0.74 % 0.76 %
Portfolio turnover rate 185 %(c) 246 %(c) 114 %(c) 70 % 146 %(c)
Net assets at end of period (in 000's) $ 486,383 $ 516,522 $ 133,090 $ 140,221 $ 125,525

Less than one cent per share.

(a)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(b)

Class I shares are not subject to sales charges.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 79%, 130%, 92% and 64% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Money Market Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Investor Class Year ended October 31, February 28, 2008 * through October 31,
2010 2009 2008
Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00
Net investment income 0.00 0.00 0.01
Net realized and unrealized gain on investments 0.00 0.00 0.00
Total from investment operations 0.00 0.00 0.01
Less dividends:
From net investment income (0.00 )‡ (0.00 )‡ (0.01 )
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00
Total investment return 0.02 % 0.12 % 1.24 %(a)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.01 % 0.13 % 1.67 %†
Net expenses 0.25 % 0.50 % 0.80 %†
Expenses (before waiver) 0.94 % 0.95 % 0.88 %†
Net assets at end of period (in 000's) $ 64,360 $ 67,220 $ 72,721

*

Commencement of operations.

Annualized.

Less than one cent per share.

(a)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.00 0.00 0.03 0.05 0.04
Net realized and unrealized gain on investments 0.00 0.00 0.00 0.00 0.00
Total from investment operations 0.00 0.00 0.03 0.05 0.04
Less dividends:
From net investment income (0.00 )‡ (0.00 )‡ (0.03 ) (0.05 ) (0.04 )
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total investment return 0.02 % 0.16 % 2.65 % 4.69 % 4.18 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.01 % 0.18 % 2.65 % 4.59 % 4.14 %
Net expenses 0.25 % 0.47 % 0.68 % 0.70 % 0.70 %
Expenses (before waiver) 0.72 % 0.73 % 0.71 % 0.83 % 0.93 %
Net assets at end of period (in 000's) $ 301,795 $ 279,766 $ 372,956 $ 346,960 $ 260,642

Less than one cent per share.

MainStay Money Market Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.00 0.00 0.03 0.05 0.04
Net realized and unrealized gain on investments 0.00 0.00 0.00 0.00 0.00
Total from investment operations 0.00 0.00 0.03 0.05 0.04
Less dividends:
From net investment income (0.00 )‡ (0.00 )‡ (0.03 ) (0.05 ) (0.04 )
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total investment return 0.02 % 0.12 % 2.57 % 4.69 % 4.18 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.01 % 0.14 % 2.54 % 4.59 % 4.14 %
Net expenses 0.25 % 0.51 % 0.76 % 0.70 % 0.70 %
Expenses (before waiver) 0.94 % 0.95 % 0.84 % 0.83 % 0.93 %
Net assets at end of period (in 000's) $ 118,529 $ 144,464 $ 187,237 $ 176,753 $ 189,216

Less than one cent per share.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.00 0.00 0.03 0.05 0.04
Net realized and unrealized gain on investments 0.00 0.00 0.00 0.00 0.00
Total from investment operations 0.00 0.00 0.03 0.05 0.04
Less dividends:
From net investment income (0.00 )‡ (0.00 )‡ (0.03 ) (0.05 ) (0.04 )
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total investment return 0.02 % 0.12 % 2.57 % 4.69 % 4.18 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.01 % 0.15 % 2.51 % 4.59 % 4.14 %
Net expenses 0.25 % 0.52 % 0.76 % 0.70 % 0.70 %
Expenses (before waiver) 0.94 % 0.95 % 0.83 % 0.83 % 0.93 %
Net assets at end of period (in 000's) $ 27,307 $ 33,194 $ 56,458 $ 36,270 $ 23,306

Less than one cent per share.

MainStay Principal Preservation Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, Period
ended
October 31,
Year Ended June 30,
Class I 2010 2009 2008 (a) 2007 * 2007 2006
Net asset value at beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 1.00 $ 1.00
Net investment income 0.00 0.01 0.03 0.02 0.05 0.04
Net realized and unrealized gain (loss) on investments 0.00 0.00 (0.00 )‡ 0.00 (0.00 )‡
Total from investment operations 0.00 0.01 0.03 0.02 0.05 0.04
Less dividends and distributions:
From net investment income (0.00 )‡ (0.01 ) (0.03 ) (0.02 ) (0.05 ) (0.04 )
From net realized capital gain on investments (0.00 )‡
Return of capital (0.00 )‡
Total dividends and distributions (0.00 )‡ (0.01 ) (0.03 ) (0.02 ) (0.05 ) (0.04 )
Net asset value at end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total investment return 0.05 % 0.93 % 2.94 % 1.69 %(b) 5.20 %(c) 4.01 %
Ratios (to average net assets)/Supplementat Data:
Net investment income 0.01 % 0.92 % 2.91 % 4.97 %† 5.08 % 3.93 %
Net expenses 0.25 % 0.34 % 0.30 % 0.30 %† 0.30 % 0.30 %
Expenses (before waiver/reimbursement) 0.43 % 0.49 % 0.39 % 0.49 %† 0.46 % 0.50 %
Net assets at end of period (in 000's) $ 123,990 $ 168,382 $ 199,284 $ 198,672 $ 182,080 $ 146,766

*

The McMorgan Principal Preservation Fund changed its fiscal year end from June 30 to October 31.

Annualized.

Less than one cent per share.

(a)

Effective November 27, 2007, shareholders of the McMorgan Principal Preservation Fund Class McMorgan shares became owners of Class I shares of the MainStay Principal Preservation Fund. Additionally, the accounting and performance history of the McMorgan Principal Preservation Fund was redesignated as that of Class I shares of MainStay Principal Preservation Fund.

(b)

Total investment return is not annualized.

(c)

The loss resulting from a compliance violation did not have an effect on total return.

MainStay Short Term Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.81 $ 9.32 $ 9.44
Net investment income 0.05 0.10 0.13 (a)
Net realized and unrealized gain (loss) on investments 0.13 0.49 (0.11 )
Total from investment operations 0.18 0.59 0.02
Less dividends and distributions:
From net investment income (0.06 ) (0.10 ) (0.14 )
From net realized gain on investments (0.12 ) __ __
Total dividends and distributions (0.18 ) (0.10 ) (0.14 )
Net asset value at end of period $ 9.81 $ 9.81 $ 9.32
Total investment return (b) 1.83 % 6.31 % 0.20 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.63 % 1.00 % 2.10 %†
Net expenses 1.38 % 1.11 % 1.00 %†
Expenses (before waiver/reimbursement) 1.60 % 1.62 % 2.09 %†
Portfolio turnover rate 68 %(d) 193 %(d) 252 %(d)
Net assets at end of period (in 000's) $ 4,119 $ 3,180 $ 2,266

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 52%, 131% and 237% for the years ended October 31, 2010, 2009 and 2008, respectively.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.79 $ 9.29 $ 9.19 $ 9.08 $ 9.06
Net investment income 0.11 0.10 0.24 (a) 0.35 (a) 0.30
Net realized and unrealized gain on investments 0.11 0.51 0.11 0.12 0.02
Total from investment operations 0.22 0.61 0.35 0.47 0.32
Less dividends and distributions:
From net investment income (0.11 ) (0.11 ) (0.25 ) (0.36 ) (0.30 )
From net realized gain on investments (0.12 ) __ __ __ __
Total dividends and distributions (0.23 ) (0.11 ) (0.25 ) (0.36 ) (0.30 )
Net asset value at end of period $ 9.78 $ 9.79 $ 9.29 $ 9.19 $ 9.08
Total investment return (b) 2.19 % 6.65 % 3.87 % 5.29 % 3.55 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.03 % 1.14 % 2.55 % 3.85 % 3.33 %
Net expenses 0.93 % 0.91 % 0.90 % 0.90 % 0.90 %
Expenses (before waiver/reimbursement) 1.15 % 1.16 % 1.32 % 1.36 % 1.61 %
Portfolio turnover rate 68 %(c) 193 %(c) 252 %(c) 118 % 95 %(c)
Net assets at end of period (in 000's) $ 36,665 $ 54,902 $ 20,313 $ 13,740 $ 4,850

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

The portfolio turnover rates not including mortgage dollar rolls were 52%, 131%, 237% and 93% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Short Term Bond Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.78 $ 9.29 $ 9.19 $ 9.08 $ 9.07
Net investment income 0.13 0.15 0.29 (a) 0.38 (a) 0.33
Net realized and unrealized gain on investments 0.12 0.48 0.09 0.12 0.01
Total from investment operations 0.25 0.63 0.38 0.50 0.34
Less dividends and distributions:
From net investment income (0.13 ) (0.14 ) (0.28 ) (0.39 ) (0.33 )
From net realized gain on investments (0.12 ) __ __ __ __
Total dividends and distributions (0.25 ) (0.14 ) (0.28 ) (0.39 ) (0.33 )
Net asset value at end of period $ 9.78 $ 9.78 $ 9.29 $ 9.19 $ 9.08
Total investment return (b) ,(c) 2.55 % 6.83 % 4.17 % 5.59 % 3.83 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.32 % 1.43 % 3.15 % 4.15 % 3.63 %
Net expenses 0.68 % 0.63 % 0.60 % 0.60 % 0.60 %
Expenses (before waiver/reimbursement) 0.90 % 0.91 % 0.91 % 0.75 % 0.76 %
Portfolio turnover rate 68 %(d) 193 %(d) 252 %(d) 118 % 95 %(d)
Net assets at end of period (in 000's) $ 76,456 $ 79,237 $ 36,701 $ 87,535 $ 74,221

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 52%, 131%, 237% and 93% for the years ended October 31, 2010, 2009, 2008 and 2006, respectively.

MainStay Tax Free Bond Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Investor Class Year ended October 31, February 28, 2008 * through October 31,
2010 2009 2008
Net asset value at beginning of period $ 9.08 $ 8.48 $ 9.07
Net investment income 0.39 (a) 0.34 (a) 0.25
Net realized and unrealized gain (loss) on investments 0.41 0.63 (0.60 )
Total from investment operations 0.80 0.97 (0.35 )
Less dividends:
From net investment income (0.40 ) (0.37 ) (0.24 )
Net asset value at end of period $ 9.48 $ 9.08 $ 8.48
Total investment return (b) 9.08 % 11.67 % (4.03 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 4.24 % 3.93 % 3.92 %†
Net expenses 0.93 % 1.02 % 0.99 %†
Expenses (before waiver) 1.03 % 1.25 % 1.21 %†
Portfolio turnover rate 97 % 94 % 90 %
Net assets at end of period (in 000's) $ 22,220 $ 21,683 $ 21,450

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.04 $ 8.45 $ 9.48 $ 9.75 $ 9.62
Net investment income 0.40 (a) 0.35 (a) 0.36 0.38 0.38 (a)
Net realized and unrealized gain (loss) on investments 0.42 0.62 (1.02 ) (0.27 ) 0.13 (b)
Total from investment operations 0.82 0.97 (0.66 ) 0.11 0.51
Less dividends:
From net investment income (0.42 ) (0.38 ) (0.37 ) (0.38 ) (0.38 )
Net asset value at end of period $ 9.44 $ 9.04 $ 8.45 $ 9.48 $ 9.75
Total investment return (c) 9.25 % 11.72 % (7.17 %) 1.12 % 5.43 %(b)(d)
Ratios(to average net assets)/Supplemental Data:
Net investment income 4.36 % 4.04 % 3.94 % 3.88 % 3.93 %
Net expenses 0.82 % 0.90 % 0.88 % 0.89 % 0.89 %
Expenses (before recoupment/waiver/reimbursement) 0.92 % 1.08 % 1.04 % 1.06 % 1.09 %(d)
Portfolio turnover rate 97 % 94 % 90 % 59 % 55 %
Net assets at end of period (in 000's) $ 242,891 $ 162,921 $ 136,781 $ 189,210 $ 200,593

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

MainStay Tax Free Bond Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.04 $ 8.44 $ 9.48 $ 9.75 $ 9.62
Net investment income 0.37 (a) 0.32 (a) 0.33 0.34 0.36 (a)
Net realized and unrealized gain (loss) on investments 0.41 0.63 (1.03 ) (0.26 ) 0.13 (b)
Total from investment operations 0.78 0.95 (0.70 ) 0.08 0.49
Less dividends:
From net investment income (0.38 ) (0.35 ) (0.34 ) (0.35 ) (0.36 )
Net asset value at end of period $ 9.44 $ 9.04 $ 8.44 $ 9.48 $ 9.75
Total investment return (c) 8.85 % 11.32 % (7.46 %) 0.86 % 5.16 %(b)(d)
Ratios(to average net assets)/Supplemental Data:
Net investment income 3.99 % 3.68 % 3.63 % 3.63 % 3.68 %
Net expenses 1.18 % 1.26 % 1.20 % 1.14 % 1.14 %
Expenses (before recoupment/waiver/reimbursement) 1.28 % 1.50 % 1.40 % 1.31 % 1.34 %(d)
Portfolio turnover rate 97 % 94 % 90 % 59 % 55 %
Net assets at end of period (in 000's) $ 13,907 $ 18,219 $ 23,935 31,921 $ 45,529

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.04 $ 8.45 $ 9.48 $ 9.75 $ 9.62
Net investment income 0.37 (a) 0.32 (a) 0.34 0.35 0.36 (a)
Net realized and unrealized gain (loss) on investments 0.41 0.61 (1.03 ) (0.27 ) 0.13 (b)
Total from investment operations 0.78 0.93 (0.69 ) 0.08 0.49
Less dividends:
From net investment income (0.38 ) (0.34 ) (0.34 ) (0.35 ) (0.36 )
Net asset value at end of period $ 9.44 $ 9.04 $ 8.45 $ 9.48 $ 9.75
Total investment return (c) 8.85 % 11.31 % (7.46 %) 0.86 % 5.16 %(b)(d)
Ratios(to average net assets)/Supplemental Data:
Net investment income 3.99 % 3.68 % 3.64 % 3.63 % 3.68 %
Net expenses 1.18 % 1.28 % 1.20 % 1.14 % 1.14 %
Expenses (before recoupment/waiver/reimbursement) 1.28 % 1.51 % 1.40 % 1.31 % 1.34 %(d)
Portfolio turnover rate 97 % 94 % 90 % 59 % 55 %
Net assets at end of period (in 000's) $ 65,695 $ 22,544 $ 7,425 $ 6,752 $ 5,949

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

MainStay Tax Free Bond Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Class I December 21, 2009 * through October 31,
2010
Net asset value at beginning of period $ 9.07
Net investment income 0.38 (a)
Net realized and unrealized gain (loss) on investments 0.35
Total from investment operations 0.73
Less dividends:
From net investment income (0.36 )
Net asset value at end of period $ 9.44
Total investment return (b) ,(c) 8.25 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 4.64 %†
Net expenses 0.57 %†
Expenses (before waiver) 0.67 %†
Portfolio turnover rate 97 %
Net assets at end of period (in 000's) $ 17,394

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

Total investment return is not annualized.

MainStay Global High Income Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 11.16 $ 8.07 $ 11.27
Net investment income (a) 0.66 0.65 0.42
Net realized and unrealized gain (loss) on investments 1.33 3.00 (3.23 )
Net realized and unrealized gain on foreign currency transactions 0.05 0.13 0.02
Total from investment operations 2.04 3.78 (2.79 )
Less dividends:
From net investment income (0.71 ) (0.69 ) (0.41 )
Net asset value at end of period $ 12.49 $ 11.16 $ 8.07
Total investment return (b) 18.95 % 48.62 % (25.54 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.65 % 6.69 % 5.79 %†
Net expenses 1.37 % 1.49 % 1.50 %†
Expenses (before waiver/reimbursement) 1.37 % 1.57 % 1.53 %†
Portfolio turnover rate 92 % 133 % 55 %
Net assets at end of period (in 000's) $ 21,834 $ 17,581 $ 12,662

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 11.09 $ 8.02 $ 11.81 $ 11.82 $ 11.44
Net investment income (a) 0.67 0.66 0.67 0.67 0.69
Net realized and unrealized gain (loss) on investments 1.33 2.99 (3.59 ) 0.24 0.59 (b)
Net realized and unrealized gain on foreign currency transactions 0.05 0.12 0.02 0.01 0.01
Total from investment operations 2.05 3.77 (2.90 ) 0.92 1.29
Less dividends and distributions:
From net investment income (0.72 ) (0.70 ) (0.66 ) (0.67 ) (0.91 )
From net realized gain on investments (0.23 ) (0.26 )
Total dividends and distributions (0.72 ) (0.70 ) (0.89 ) (0.93 ) (0.91 )
Net asset value at end of period $ 12.42 $ 11.09 $ 8.02 $ 11.81 $ 11.82
Total investment return (c) 19.09 % 49.04 % (26.29 %) 8.11 % 11.75 %(b)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.77 % 6.77 % 6.08 % 5.70 % 5.97 %
Net expenses 1.25 % 1.32 % 1.34 % 1.40 % 1.40 %
Expenses (before recoupment/waiver/reimbursement) 1.25 % 1.40 % 1.37 % 1.37 % 1.43 %(d)
Portfolio turnover rate 92 % 133 % 55 % 30 % 33 %
Net assets at end of period (in 000's) $ 159,834 $ 119,132 $ 59,843 $ 135,321 $ 121,810

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

MainStay Global High Income Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 10.97 $ 7.94 $ 11.70 $ 11.72 $ 11.36
Net investment income (a) 0.56 0.57 0.56 0.58 0.60
Net realized and unrealized gain (loss) on investments 1.32 2.96 (3.54 ) 0.23 0.58 (b)
Net realized and unrealized gain on foreign currency transactions 0.05 0.12 0.02 0.01 0.01
Total from investment operations 1.93 3.65 (2.96 ) 0.82 1.19
Less dividends and distributions:
From net investment income (0.62 ) (0.62 ) (0.57 ) (0.58 ) (0.83 )
From net realized gain on investments (0.23 ) (0.26 )
Total dividends and distributions (0.62 ) (0.62 ) (0.80 ) (0.84 ) (0.83 )
Net asset value at end of period $ 12.28 $ 10.97 $ 7.94 $ 11.70 $ 11.72
Total investment return (c) 18.11 % 47.69 % (26.92 %) 7.28 % 10.87 %(b)(d)
Ratios(to average net assets)/Supplemental Data:
Net investment income 4.90 % 5.98 % 5.21 % 4.95 % 5.22 %
Net expenses 2.12 % 2.24 % 2.20 % 2.15 % 2.15 %
Expenses (before recoupment/waiver/reimbursement) 2.12 % 2.32 % 2.19 % 2.12 % 2.18 %(d)
Portfolio turnover rate 92 % 133 % 55 % 30 % 33 %
Net assets at end of period (in 000's) $ 27,314 $ 25,651 $ 21,006 $ 37,913 $ 43,136

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 10.98 $ 7.95 $ 11.70 $ 11.72 $ 11.36
Net investment income (a) 0.56 0.56 0.57 0.58 0.60
Net realized and unrealized gain (loss) on investments 1.32 2.97 (3.54 ) 0.23 0.58 (b)
Net realized and unrealized gain on foreign currency transactions 0.05 0.12 0.02 0.01 0.01
Total from investment operations 1.93 3.65 (2.95 ) 0.82 1.19
Less dividends and distributions:
From net investment income (0.62 ) (0.62 ) (0.57 ) (0.58 ) (0.83 )
From net realized gain on investments (0.23 ) (0.26 )
Total dividends and distributions (0.62 ) (0.62 ) (0.80 ) (0.84 ) (0.83 )
Net asset value at end of period $ 12.29 $ 10.98 $ 7.95 $ 11.70 $ 11.72
Total investment return (c) 18.20 % 47.50 % (26.83 %) 7.28 % 10.87 %(b)(d)
Ratios(to average net assets)/Supplemental Data:
Net investment income 4.89 % 5.85 % 5.22 % 4.95 % 5.22 %
Net expenses 2.12 % 2.23 % 2.19 % 2.15 % 2.15 %
Expenses (before recoupment/waiver/reimbursement) 2.12 % 2.31 % 2.20 % 2.12 % 2.18 %(d)
Portfolio turnover rate 92 % 133 % 55 % 30 % 33 %
Net assets at end of period (in 000's) $ 87,597 $ 57,731 $ 27,377 $ 45,786 $ 39,176

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimbursement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total investment return was less than 0.01%.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

MainStay Global High Income Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, August 31, 2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 11.10 $ 8.02 $ 11.81 $ 11.26
Net investment income (a) 0.69 0.66 0.69 0.11
Net realized and unrealized gain (loss) on investments 1.34 3.01 (3.58 ) 0.52
Net realized and unrealized gain on foreign currency transactions 0.05 0.13 0.02 0.04
Total from investment operations 2.08 3.80 (2.87 ) 0.67
Less dividends and distributions:
From net investment income (0.75 ) (0.72 ) (0.69 ) (0.12 )
From net realized gain on investments (0.23 )
Total dividends and distributions (0.75 ) (0.72 ) (0.92 ) (0.12 )
Net asset value at end of period $ 12.43 $ 11.10 $ 8.02 $ 11.81
Total investment return (b) ,(c) 19.48 % 49.31 % (26.11 %) 5.95 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 5.89 % 6.32 % 6.28 % 6.12 %†
Net expenses 1.00 % 1.12 % 1.14 % 1.15 %†
Expenses (before recoupment/waiver/reimbursement) 1.00 % 1.12 % 1.15 % 0.99 %†
Portfolio turnover rate 92 % 133 % 55 % 30 %
Net assets at end of period (in 000's) $ 52,188 $ 3,972 $ 27 $ 57

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

Total investment return is not annualized.

MainStay Balanced Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 22.09 $ 19.41 $ 25.29
Net investment income 0.30 (a) 0.22 (a) 0.29 (a)
Net realized and unrealized gain (loss) on investments 2.86 2.71 (5.82 )
Total from investment operations 3.16 2.93 (5.53 )
Less dividends:
From net investment income (0.30 ) (0.25 ) (0.35 )
Net asset value at end of period $ 24.95 $ 22.09 $ 19.41
Total investment return (b) 14.37 % 15.30 % (22.12 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.28 % 1.11 % 1.81 %†
Net expenses 1.44 % 1.48 % 1.38 %†
Expenses (before waiver/reimbursemet) 1.44 % 1.53 % 1.38 %†
Portfolio turnover rate 123 % 162 % 69 %
Net assets at end of period (in 000's) $ 59,469 $ 54,956 $ 49,971

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.09 $ 19.41 $ 28.42 $ 27.92 $ 26.90
Net investment income 0.35 (a) 0.27 (a) 0.46 (a) 0.49 (a) 0.44
Net realized and unrealized gain (loss) on investments 2.84 2.70 (7.26 ) 1.25 2.23
Total from investment operations 3.19 2.97 (6.80 ) 1.74 2.67
Less dividends and distributions:
From net investment income (0.34 ) (0.29 ) (0.46 ) (0.51 ) (0.40 )
From net realized gain on investments (1.75 ) (0.73 ) (1.25 )
Total dividends and distributions (0.34 ) (0.29 ) (2.21 ) (1.24 ) (1.65 )
Net asset value at end of period $ 24.94 $ 22.09 $ 19.41 28.42 $ 27.92
Total investment return (b) 14.54 % 15.52 % (25.84 %) 6.34 % 10.35 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.47 % 1.36 % 1.87 % 1.74 % 1.63 %
Net expenses 1.25 % 1.27 % 1.29 % 1.28 % 1.32 %
Expenses (before waiver/reimbursement) 1.25 % 1.31 % 1.29 % 1.28 % 1.32 %
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 152,963 $ 154,728 $ 173,834 405,912 $ 420,694

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

MainStay Balanced Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.02 $ 19.35 $ 28.34 $ 27.84 $ 26.84
Net investment income 0.13 (a) 0.08 (a) 0.26 (a) 0.28 (a) 0.23
Net realized and unrealized gain (loss) on investments 2.84 2.69 (7.25 ) 1.24 2.22
Total from investment operations 2.97 2.77 (6.99 ) 1.52 2.45
Less dividends and distributions:
From net investment income (0.12 ) (0.10 ) (0.25 ) (0.29 ) (0.20 )
From net realized gain on investments (1.75 ) (0.73 ) (1.25 )
Total dividends and distributions (0.12 ) (0.10 ) (2.00 ) (1.02 ) (1.45 )
Net asset value at end of period $ 24.87 $ 22.02 $ 19.35 $ 28.34 $ 27.84
Total investment return (b) 13.50 % 14.42 % (26.47 %) 5.56 % 9.49 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 0.53 % 0.39 % 1.06 % 0.99 % 0.94 %
Net expenses 2.19 % 2.23 % 2.10 % 2.03 % 2.07 %
Expenses (before waiver/reimbursement) 2.19 % 2.28 % 2.10 % 2.03 % 2.07 %
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 70,778 $ 74,932 $ 81,144 145,919 $ 156,284

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.01 $ 19.34 $ 28.33 $ 27.83 $ 26.83
Net investment income 0.13 (a) 0.08 (a) 0.26 (a) 0.28 (a) 0.24
Net realized and unrealized gain (loss) on investments 2.84 2.69 (7.25 ) 1.24 2.21
Total from investment operations 2.97 2.77 (6.99 ) 1.52 2.45
Less dividends and distributions:
From net investment income (0.12 ) (0.10 ) (0.25 ) (0.29 ) (0.20 )
From net realized gain on investments (1.75 ) (0.73 ) (1.25 )
Total dividends and distributions (0.12 ) (0.10 ) (2.00 ) (1.02 ) (1.45 )
Net asset value at end of period $ 24.86 $ 22.01 $ 19.34 $ 28.33 $ 27.83
Total investment return (b) 13.51 % 14.43 % (26.48 %) 5.56 % 9.49 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 0.53 % 0.40 % 1.06 % 0.99 % 0.89 %
Net expenses 2.19 % 2.23 % 2.10 % 2.03 % 2.07 %
Expenses (before waiver/reimbursement) 2.19 % 2.28 % 2.10 % 2.03 % 2.07 %
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 62,892 $ 66,407 $ 79,423 $ 161,163 $ 169,609

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

MainStay Balanced Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.12 $ 19.44 $ 28.47 $ 27.96 $ 26.94
Net investment income 0.41 (a) 0.33 (a) 0.55 (a) 0.60 (a) 0.53
Net realized and unrealized gain (loss) on investments 2.86 2.71 (7.28 ) 1.25 2.27
Total from investment operations 3.27 3.04 (6.73 ) 1.85 2.80
Less dividends and distributions:
From net investment income (0.40 ) (0.36 ) (0.55 ) (0.61 ) (0.53 )
From net realized gain on investments (1.75 ) (0.73 ) (1.25 )
Total dividends and distributions (0.40 ) (0.36 ) (2.30 ) (1.34 ) (1.78 )
Net asset value at end of period $ 24.99 $ 22.12 $ 19.44 $ 28.47 $ 27.96
Total investment return (b) ,(c) 14.90 % 15.89 % (25.62 %) 6.77 % 10.84 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.73 % 1.65 % 2.22 % 2.10 % 2.11 %
Net expenses 1.00 % 0.96 % 0.94 % 0.91 % 0.85 %
Expenses (before waiver/reimbursement) 1.00 % 1.06 % 1.01 % 0.95 % 0.85 %
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 219,406 $ 208,393 $ 199,126 $ 410,355 $ 376,763

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

Year ended October 31,
Class R1 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.10 $ 19.42 $ 28.44 $ 27.94 $ 26.93
Net investment income 0.39 (a) 0.30 (a) 0.53 (a) 0.57 (a) 0.53
Net realized and unrealized gain (loss) on investments 2.85 2.72 (7.28 ) 1.25 2.23
Total from investment operations 3.24 3.02 (6.75 ) 1.82 2.76
Less dividends and distributions:
From net investment income (0.38 ) (0.34 ) (0.52 ) (0.59 ) (0.50 )
From net realized gain on investments (1.75 ) (0.73 ) (1.25 )
Total dividends and distributions (0.38 ) (0.34 ) (2.27 ) (1.32 ) (1.75 )
Net asset value at end of period $ 24.96 $ 22.10 $ 19.42 $ 28.44 $ 27.94
Total investment return (b) ,(c) 14.75 % 15.80 % (25.69 %) 6.64 % 10.70 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.64 % 1.53 % 2.13 % 2.02 % 1.99 %
Net expenses 1.10 % 1.06 % 1.04 % 1.01 % 0.95 %
Expenses (before waiver/reimbursement) 1.10 % 1.16 % 1.11 % 1.05 % 0.95 %
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 19,660 $ 31,039 $ 25,038 $ 69,474 $ 108,739

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

MainStay Balanced Fund
(a series of Eclipse Funds)
(Selected per share data and ratios)

Year ended October 31,
Class R2 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.08 $ 19.41 $ 28.42 $ 27.91 $ 26.90
Net investment income 0.33 (a) 0.26 (a) 0.46 (a) 0.50 (a) 0.46
Net realized and unrealized gain (loss) on investments 2.85 2.70 (7.26 ) 1.25 2.23
Total from investment operations 3.18 2.96 (6.80 ) 1.75 2.69
Less dividends and distributions:
From net investment income (0.32 ) (0.29 ) (0.46 ) (0.51 ) (0.43 )
From net realized gain on investments (1.75 ) (0.73 ) (1.25 )
Total dividends and distributions (0.32 ) (0.29 ) (2.21 ) (1.24 ) (1.68 )
Net asset value at end of period $ 24.94 $ 22.08 $ 19.41 $ 28.42 $ 27.91
Total investment return (b) ,(c) 14.47 % 15.45 % (25.86 %) 6.40 % 10.44 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.38 % 1.30 % 1.87 % 1.76 % 1.75 %
Net expenses 1.35 % 1.31 % 1.29 % 1.26 % 1.20 %
Expenses (before waiver/reimbursement) 1.35 % 1.41 % 1.36 % 1.30 % 1.20 %
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 41,429 $ 60,425 $ 54,849 $ 105,100 $ 109,637

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

Year ended October 31, April 28,
2006 *
through
October 31,
Class R3 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 22.08 $ 19.41 $ 28.41 $ 27.91 $ 27.25
Net investment income 0.27 (a) 0.20 (a) 0.40 (a) 0.41 (a) 0.20
Net realized and unrealized gain (loss) on investments 2.84 2.71 (7.26 ) 1.26 0.66
Total from investment operations 3.11 2.91 (6.86 ) 1.67 0.86
Less dividends and distributions:
From net investment income (0.26 ) (0.24 ) (0.39 ) (0.44 ) (0.20 )
From net realized gain on investments (1.75 ) (0.73 )
Total dividends and distributions (0.26 ) (0.24 ) (2.14 ) (1.17 ) (0.20 )
Net asset value at end of period $ 24.93 $ 22.08 $ 19.41 $ 28.41 $ 27.91
Total investment return (b) ,(c) 14.16 % 15.17 % (26.02 %) 6.10 % 3.18 %(d)
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.12 % 0.98 % 1.62 % 1.46 % 1.36 %†
Net expenses 1.59 % 1.56 % 1.54 % 1.52 % 1.48 %†
Expenses (before waiver/reimbursement) 1.59 % 1.65 % 1.61 % 1.56 % 1.48 %†
Portfolio turnover rate 123 % 162 % 69 % 68 % 55 %
Net assets at end of period (in 000's) $ 168 $ 88 $ 45 $ 37 $ 10

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Classes I, R1, R2 and R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

MainStay Convertible Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 13.02 $ 10.16 $ 15.00
Net investment income (a) 0.32 0.35 0.16
Net realized and unrealized gain (loss) on investments 2.10 2.82 (4.85 )
Total from investment operations 2.42 3.17 (4.69 )
Less dividends:
From net investment income (0.32 ) (0.31 ) (0.15 )
Net asset value at end of period $ 15.12 $ 13.02 $ 10.16
Total investment return (b) 18.78 % 31.77 % (31.51 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.25 % 3.16 % 1.69 %†
Net expenses 1.28 % 1.30 % 1.28 %†
Expenses (before waiver/reimbursement) 1.28 % 1.43 % 1.34 %†
Portfolio turnover rate 80 % 68 % 103 %
Net assets at end of period (in 000's) $ 86,301 $ 78,734 $ 61,439

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.03 $ 10.16 $ 17.18 $ 14.51 $ 13.28
Net investment income (a) 0.35 0.38 0.23 0.16 0.16
Net realized and unrealized gain (loss) on investments 2.10 2.82 (5.74 ) 2.74 1.23
Total from investment operations 2.45 3.20 (5.51 ) 2.90 1.39
Less dividends and distributions:
From net investment income (0.35 ) (0.33 ) (0.23 ) (0.23 ) (0.16 )
From net realized gain on investments (1.28 )
Total dividends and distributions (0.35 ) (0.33 ) (1.51 ) (0.23 ) (0.16 )
Net asset value at end of period $ 15.13 $ 13.03 $ 10.16 $ 17.18 $ 14.51
Total investment return (b) 19.05 % 32.11 % (35.00 %) 20.10 % 10.57 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 2.48 % 3.34 % 1.57 % 1.05 % 1.14 %
Net expenses 1.05 % 1.10 % 1.13 % 1.19 % 1.20 %
Expenses (before waiver/reimbursement) 1.05 % 1.15 % 1.13 % 1.29 % 1.39 %
Portfolio turnover rate 80 % 68 % 103 % 113 % 72 %
Net assets at end of period (in 000's) $ 367,972 $ 355,311 $ 217,028 $ 379,148 $ 340,331

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

MainStay Convertible Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.05 $ 10.18 $ 17.21 $ 14.54 $ 13.29
Net investment income (a) 0.21 0.27 0.11 0.05 0.09
Net realized and unrealized gain (loss) on investments 2.11 2.83 (5.75 ) 2.73 1.21
Total from investment operations 2.32 3.10 (5.64 ) 2.78 1.30
Less dividends and distributions:
From net investment income (0.21 ) (0.23 ) (0.11 ) (0.11 ) (0.05 )
From net realized and unrealized gain on investments (1.28 )
Total dividends and distributions (0.21 ) (0.23 ) (1.39 ) (0.11 ) (0.05 )
Net asset value at end of period $ 15.16 $ 13.05 $ 10.18 $ 17.21 $ 14.54
Total investment return (b) 17.93 % 30.83 % (35.55 %) 19.25 % 9.81 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.51 % 2.42 % 0.72 % 0.31 % 0.68 %
Net expenses 2.03 % 2.05 % 1.98 % 1.94 % 1.95 %
Expenses (before waiver/reimbursement) 2.03 % 2.19 % 2.01 % 2.04 % 2.14 %
Portfolio turnover rate 80 % 68 % 103 % 113 % 72 %
Net assets at end of period (in 000's) $ 56,646 $ 59,041 $ 59,071 $ 116,937 $ 121,274

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.04 $ 10.18 $ 17.20 $ 14.53 $ 13.29
Net investment income (a) 0.21 0.27 0.11 0.05 0.07
Net realized and unrealized gain (loss) on investments 2.11 2.82 (5.74 ) 2.73 1.22
Total from investment operations 2.32 3.09 (5.63 ) 2.78 1.29
Less dividends and distributions
From net investment income (0.21 ) (0.23 ) (0.11 ) (0.11 ) (0.05 )
From net realized and unrealized gain on investments (1.28 )
Total dividends and distributions (0.21 ) (0.23 ) (1.39 ) (0.11 ) (0.05 )
Net asset value at end of period $ 15.15 $ 13.04 $ 10.18 $ 17.20 $ 14.53
Total investment return (b) 17.94 % 30.73 % (35.51 %) 19.27 % 9.73 %
Ratios(to average net assets)/Supplemental Data:
Net investment income 1.49 % 2.39 % 0.75 % 0.30 % 0.49 %
Net expenses 2.03 % 2.05 % 2.00 % 1.94 % 1.95 %
Expenses (before waiver/reimbursement) 2.03 % 2.18 % 2.04 % 2.04 % 2.14 %
Portfolio turnover rate 80 % 68 % 103 % 113 % 72 %
Net assets at end of period (in 000's) $ 90,474 $ 72,563 $ 40,498 31,158 $ 24,640

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

MainStay Convertible Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31, November 28, 2008 * through October 31,
Class I 2010 2009
Net asset value at beginning of period $ 13.04 $ 9.55
Net investment income (a) 0.38 0.38
Net realized and unrealized gain on investments 2.12 3.44
Total from investment operations 2.50 3.82
Less dividends:
From net investment income (0.39 ) (0.33 )
Net asset value at end of period $ 15.15 $ 13.04
Total investment return (b) ,(c) 19.41 % 40.46 %(d)(e)
Ratios(to average net assets)/Supplemental Data:
Net investment income 2.66 % 3.33 %†
Net expenses 0.80 % 0.86 %†
Expenses (before waiver/reimbursement) 0.80 % 0.89 %†
Portfolio turnover rate 80 % 68 %
Net assets at end of period (in 000's) $ 206,563 $ 64,931

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

MainStay Income Builder Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 13.89 $ 12.58 $ 16.50
Net investment income (a) 0.59 0.30 0.19
Net realized and unrealized gain (loss) on investments 1.81 1.36 (3.89 )
Net realized and unrealized gain (loss) on foreign currency transactions (0.16 ) 0.00 0.01
Total from investment operations 2.24 1.66 (3.69 )
Less dividends and distributions:
From net investment income (0.55 ) (0.35 ) (0.23 )
Net asset value at end of period $ 15.58 $ 13.89 $ 12.58
Total investment return (b) 16.39 % 13.57 % (22.65 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 4.02 % 2.40 % 1.84 %†
Net expenses 1.50 % 1.40 % 1.29 %†
Expenses (before waiver/reimbursement) 1.50 % 1.72 % 1.50 %†
Portfolio turnover rate 76 % 182 %(d) 101 %(d)
Net assets at end of period (in 000's) $ 170,852 $ 161,824 $ 136,858

Annualized.

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

The portfolio turnover rates not including mortgage dollar rolls were 151% and 86% for the years ended October 31, 2009 and 2008, respectively.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.88 $ 12.57 $ 20.10 $ 19.82 $ 18.92
Net investment income (a) 0.64 0.33 0.32 0.35 0.27
Net realized and unrealized gain (loss) on investments 1.82 1.36 (5.27 ) 1.88 1.67 (b)
Net realized and unrealized gain (loss) on foreign currency transactions (0.16 ) 0.00 0.01
Total from investment operations 2.30 1.69 (4.94 ) 2.23 1.94
Less dividends and distributions:
From net investment income (0.60 ) (0.38 ) (0.32 ) (0.35 ) (0.27 )
From net realized gain on investments (2.27 ) (1.60 ) (0.77 )
Total dividends and distributions (0.60 ) (0.38 ) (2.59 ) (1.95 ) (1.04 )
Net asset value at end of period $ 15.58 $ 13.88 $ 12.57 $ 20.10 $ 19.82
Total investment return (c) 16.80 % 13.82 % (27.88 %) 12.18 % 10.53 %(b)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 4.37 % 2.60 % 1.93 % 1.81 % 1.42 %
Net expenses 1.15 % 1.20 % 1.18 % 1.19 % 1.19 %
Expenses (before waiver/reimbursement) 1.15 % 1.23 % 1.26 % 1.27 % 1.34 %(d)
Portfolio turnover rate 76 % 182 %(e) 101 %(e) 68 % 70 %(e)
Net assets at end of period (in 000's) $ 239,564 $ 222,648 $ 185,491 $ 518,547 $ 502,340

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimburement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total return was less than 0.02%, respectively.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

(e)

The portfolio turnover rates not including mortgage dollar rolls were 151%, 86% and 55% for the years ended October 31, 2009, 2008 and 2006, respectively.

MainStay Income Builder Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.93 $ 12.61 $ 20.15 $ 19.86 $ 18.95
Net investment income (a) 0.48 0.21 0.18 0.21 0.11
Net realized and unrealized gain (loss) on investments 1.84 1.35 (5.28 ) 1.89 1.69 (b)
Net realized and unrealized gain (loss) on foreign currency transactions (0.17 ) 0.00 0.01
Total from investment operations 2.15 1.56 (5.09 ) 2.10 1.80
Less dividends and distributions:
From net investment income (0.44 ) (0.24 ) (0.18 ) (0.21 ) (0.12 )
From net realized gain on investments (2.27 ) (1.60 ) (0.77 )
Total dividends and distributions (0.44 ) (0.24 ) (2.45 ) (1.81 ) (0.89 )
Net asset value at end of period $ 15.64 $ 13.93 $ 12.61 $ 20.15 $ 19.86
Total investment return (c) 15.53 % 12.77 % (28.53 %) 11.37 % 9.74 %(b)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.25 % 1.65 % 1.12 % 1.06 % 0.55 %
Net expenses 2.24 % 2.14 % 1.99 % 1.94 % 1.94 %
Expenses (before waiver/reimbursement) 2.24 % 2.47 % 2.15 % 2.02 % 2.09 %(d)
Portfolio turnover rate 76 % 182 %(e) 101 %(e) 68 % 70 %(e)
Net assets at end of period (in 000's) $ 71,239 $ 79,742 $ 76,420 $ 156,346 $ 202,149

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimburement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total return was less than 0.02%, respectively.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

(e)

The portfolio turnover rates not including mortgage dollar rolls were 151%, 86% and 55% for the years ended October 31, 2009, 2008 and 2006, respectively.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.92 $ 12.59 $ 20.12 $ 19.84 $ 18.94
Net investment income (a) 0.48 0.22 0.18 0.21 0.12
Net realized and unrealized gain (loss) on investments 1.82 1.35 (5.27 ) 1.88 1.67 (b)
Net realized and unrealized gain (loss) on foreign currency transactions (0.16 ) 0.00 0.01
Total from investment operations 2.14 1.57 (5.08 ) 2.09 1.79
Less dividends and distributions:
From net investment income (0.44 ) (0.24 ) (0.18 ) (0.21 ) (0.12 )
From net realized gain on investments (2.27 ) (1.60 ) (0.77 )
Total dividends and distributions (0.44 ) (0.24 ) (2.45 ) (1.81 ) (0.89 )
Net asset value at end of period $ 15.62 $ 13.92 $ 12.59 $ 20.12 $ 19.84
Total investment return (c) 15.55 % 12.69 % (28.47 %) 11.33 % 9.69 %(b)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 3.27 % 1.67 % 1.12 % 1.06 % 0.62 %
Net expenses 2.24 % 2.17 % 1.99 % 1.94 % 1.94 %
Expenses (before waiver/reimbursement) 2.24 % 2.47 % 2.15 % 2.02 % 2.09 %(d)
Portfolio turnover rate 76 % 182 %(e) 101 %(e) 68 % 70 %(e)
Net assets at end of period (in 000's) $ 10,312 $ 9,622 $ 1,563 $ 2,980 $ 3,175

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimburement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total return was less than 0.02%, respectively.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

(e)

The portfolio turnover rates not including mortgage dollar rolls were 151%, 86% and 55% for the years ended October 31, 2009, 2008 and 2006, respectively.

MainStay Income Builder Fund
(a series of The MainStay Funds)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 13.97 $ 12.65 $ 20.25 $ 19.90 $ 18.98
Net investment income (a) 0.68 0.77 0.37 0.44 0.36
Net realized and unrealized gain (loss) on investments 1.82 0.97 (5.33 ) 1.93 1.69 (b)
Net realized and unrealized gain (loss) on foreign currency transactions (0.16 ) 0.00 0.01
Total from investment operations 2.34 1.74 (4.95 ) 2.37 2.05
Less dividends and distributions:
From net investment income (0.64 ) (0.42 ) (0.38 ) (0.42 ) (0.36 )
From net realized gain on investments (2.27 ) (1.60 ) (0.77 )
Total dividends and distributions (0.64 ) (0.42 ) (2.65 ) (2.02 ) (1.13 )
Net asset value at end of period $ 15.67 $ 13.97 $ 12.65 $ 20.25 $ 19.90
Total investment return (c) ,(d) 17.07 % 14.14 % (27.60 %) 12.65 % 11.11 %(b)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 4.60 % 3.74 % 2.31 % 2.23 % 1.86 %
Net expenses 0.89 % 0.97 % 0.79 % 0.81 % 0.74 %
Expenses (before waiver/reimbursement) 0.89 % 0.97 % 0.97 % 0.93 % 0.89 %(e)
Portfolio turnover rate 76 % 182 %(f) 101 %(f) 68 % 70 %(f)
Net assets at end of period (in 000's) $ 164,393 $ 189,333 $ 43 $ 29 $ 13

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

The impact of nonrecurring dilutive effects resulting from shareholder trading arrangements and the Manager's reimburement of such losses was less than $0.01 per share on net realized gains on investments and the effect on total return was less than 0.02%, respectively.

(c)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(d)

Class I shares are not subject to sales charges.

(e)

Includes nonrecurring reimbursements from Manager for professional fees. The effect on total return was less than one hundredth of a percent.

(f)

The portfolio turnover rates not including mortgage dollar rolls were 151%, 86% and 55% for the years ended October 31, 2009, 2008 and 2006, respectively.

Appendix A – Taxable Equivalent Yield Table

Taxable Equivalent Yield Table 1 , 2

If your federal
marginal income tax
rate is equal to
a tax-free yield of
3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 6.50% 7.00%
would equal a taxable yield of
15.00% 4.12 % 4.71 % 5.29 % 5.88 % 6.47 % 7.06 % 7.65 % 8.24 %
25.00% 4.67 % 5.33 % 6.00 % 6.67 % 7.33 % 8.00 % 8.67 % 9.33 %
28.00% 4.86 % 5.56 % 6.25 % 6.94 % 7.64 % 8.33 % 9.03 % 9.72 %
33.00% 5.22 % 5.97 % 6.72 % 7.46 % 8.21 % 8.96 % 9.70 % 10.45 %
35.00% 5.38 % 6.15 % 6.92 % 7.69 % 8.46 % 9.23 % 10.00 % 10.77 %

1

This table reflects application of the regular federal income tax only; other taxes may be applicable with respect to a particular shareholder. Such taxes could change the information shown. Tax rates are subject to change.

2

This table is for illustrative purposes only; investors should consult their tax advisers with respect to the tax implications of an investment in a Fund that invests primarily in securities the interest on which is exempt from regular federal income tax.

No dealer, sales representative or any other person is authorized to give any information or to make any representations other than those contained in this Prospectus and in the Statement of Additional Information ("SAI"), in connection with the offer contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds or the Distributor. This Prospectus and the SAI do not constitute an offer by the Funds or by the Distributor to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer in such jurisdiction.

Statement of Additional Information

Provides more details about the Funds. The current SAI is incorporated by reference into the Prospectus and has been filed with the SEC.

Annual/Semi-Annual Reports

Provide additional information about the Funds' investments and include discussions of market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

To obtain information:

More information about the Funds, including the SAI and the Annual/Semi-Annual Reports, is available, without charge, upon request. To obtain information, or for shareholder inquiries, call toll-free 800-MAINSTAY (624-6782) , visit our website at mainstayinvestments.com , or write to NYLIFE Distributors LLC, attn: MainStay Marketing Dept., 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

You can also review and copy information about the Funds (including the SAI) by visiting the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090). This information is also available on the EDGAR database on the SEC's Internet site at http://www.sec.gov . Copies of this information may be obtained by paying a duplicating fee and sending an e-mail to publicinfo@sec.gov or writing the SEC's Public Reference Section, Washington, DC 20549-0102.

NYLIFE Distributors LLC
169 Lackawanna Avenue
Parsippany, New Jersey 07054
NYLIFE Distributors LLC is the Distributor of the MainStay Funds

MainStay Investments is a registered service mark and name under which New York Life Investment Management LLC does business. MainStay Investments, an indirect subsidiary of New York Life Insurance Company, New York, New York 10010, provides investment advisory products and services.

SEC File Number: 811-04847 (Eclipse Funds)
SEC File Number: 811-06175 (Eclipse Funds Inc.)
SEC File Number: 811-22321 (MainStay Funds Trust)

SEC File Number: 811-04550 (The MainStay Funds)

For more information call 800-MAINSTAY (624-6782) or visit our website at mainstayinvestments.com .

MS01b-02/11
IB

 
 

   

Prospectus for MainStay Asset Allocation Funds February 28, 2011
MainStay ® Funds

Investor Class

Class A

Class B

Class C

Class I

ASSET ALLOCATION FUNDS

MainStay Conservative Allocation Fund

MCKNX

MCKAX

MCKBX

MCKCX

MCKIX

MainStay Moderate Allocation Fund

MMRDX

MMRAX

MMRBX

MMRCX

MMRIX

MainStay Moderate Growth Allocation Fund

MGDNX

MGDAX

MGDBX

MGDCX

MGDIX

MainStay Growth Allocation Fund

MGXNX

MGXAX

MGXBX

MGXCX

MGXIX

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

What's Inside?

4

MainStay Conservative Allocation Fund

11

MainStay Moderate Allocation Fund

18

MainStay Moderate Growth Allocation Fund

25

MainStay Growth Allocation Fund

32

The Underlying Funds: Investment Risks

42

Shareholder Guide

79

Know With Whom You're Investing

83

Financial Highlights

MainStay Conservative Allocation Fund

Investment Objective

The Fund seeks current income and, secondarily, long-term growth of capital.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 51 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) None None None None None
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.38% 0.17% 0.38% 0.38% 0.17%
Acquired (Underlying) Fund Fees and Expenses 0.85% 0.85% 0.85% 0.85% 0.85%
Total Annual Fund Operating Expenses 2 1.48% 1.27% 2.23% 2.23% 1.02%
Waivers / Reimbursements 2 (0.13)% 0.00% (0.13)% (0.13)% 0.00%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.35% 1.27% 2.10% 2.10% 1.02%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.50%; Class A, 0.50%; Class B, 1.25%; Class C, 1.25%; and Class I, 0.25%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 680 $ 672 $ 213 $ 713 $ 213 $ 313 $ 104
3 Years $ 980 $ 931 $ 685 $ 985 $ 685 $ 685 $ 325
5 Years $ 1,302 $ 1,209 $ 1,183 $ 1,383 $ 1,183 $ 1,183 $ 563
10 Years $ 2,211 $ 2,000 $ 2,365 $ 2,365 $ 2,554 $ 2,554 $ 1,248

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 32% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in other MainStay Funds (the "Underlying Funds"). The Underlying Funds are described and offered for direct investment in separate prospectuses. The Fund is designed for investors with a particular risk profile, and invests in a distinct mix of Underlying Funds.

The Fund seeks to achieve its investment objective by normally investing approximately 60% (within a range of 55% to 65%) of its assets in Underlying Fixed-Income Funds and approximately 40% (within a range of 35% to 45%) of its assets in Underlying Equity Funds. The Underlying Equity Funds may consist of approximately 5% (within the range of 0% to 10%) of international equity funds. New York Life Investments may change the asset class allocations, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the target allocations to the equity and fixed income asset classes and a determination of any tactical allocation adjustments to establish the portion of the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) to be invested in each asset class.

The following table illustrates the Fund's target allocation among asset classes (the target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above):

U.S.
Equity
International
Equity
Total
Equity
Fixed
Income
MainStay Conservative Allocation Fund * 35% 5% 40% 60%

*

Percentages represent target allocations, actual allocation percentages may vary up to +/-5% under normal conditions.

The second step in the portfolio's construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and determination of target weightings among the Underlying Funds for the Fund's portfolio. The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g. , size, style, credit quality and duration). For cash management purposes, the Fund may hold a portion of its assets in U.S. government securities, cash or cash equivalents. The Fund also may invest in Underlying Funds that are money market funds.

New York Life Investments monitors the Fund's portfolio daily to ensure that the Fund's actual asset class allocations among the Underlying Funds continue to conform to the Fund's target allocations over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets, and various segments within those markets. In response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocations, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash, or cash equivalents. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. An investment in the Fund is not guaranteed, and you may experience losses. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests or poor security selection, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunities for greater gain often come with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Underlying Fund could result in losses on the Underlying Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund's use of leverage will be successful or that it will produce a higher return on an investment.

Liquidity and Valuation Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. TThe lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust ("REIT") Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's portfolio manager believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund, and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on April 4, 2005. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adjusted for differences in certain fees and expenses. Unadjusted, this performance might have been lower. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2006-2010)

   

Best Quarter

3Q/09

9.83%

Worst Quarter

4Q/08

-8.84%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 4.39% 3.82% 4.22%
Class A 4.49% 3.86% 4.25%
Class B 4.69% 3.91% 4.34%
Class C 8.68% 4.25% 4.48%
Class I 10.77% 5.37% 5.61%
Return After Taxes on Distributions
Class I 9.79% 4.13% 4.42%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 7.15% 3.96% 4.19%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 3.30%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% 2.46% 4.66%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 5.80% 5.52%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund 's Manager and provides day-to-day portfolio management services for the Fund .

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2005

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 59 of the Prospectus.

MainStay Moderate Allocation Fund

Investment Objective

The Fund seeks long-term growth of capital and, secondarily, current income.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 51 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) None None None None None
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.35% 0.13% 0.35% 0.35% 0.13%
Acquired (Underlying) Fund Fees and Expenses 0.97% 0.97% 0.97% 0.97% 0.97%
Total Annual Fund Operating Expenses 2 1.57% 1.35% 2.32% 2.32% 1.10%
Waivers / Reimbursements 2 (0.10)% 0.00% (0.10)% (0.10)% 0.00%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.47% 1.35% 2.22% 2.22% 1.10%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.50%; Class A, 0.50%; Class B, 1.25%; Class C, 1.25%; and Class I, 0.25%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 691 $ 680 $ 225 $ 725 $ 225 $ 325 $ 112
3 Years $ 1,009 $ 954 $ 715 $ 1,015 $ 715 $ 715 $ 350
5 Years $ 1,349 $ 1,249 $ 1,231 $ 1,431 $ 1,231 $ 1,231 $ 606
10 Years $ 2,307 $ 2,085 $ 2,461 $ 2,461 $ 2,648 $ 2,648 $ 1,340

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 41% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in other MainStay Funds (the "Underlying Funds"). The Underlying Funds are described and offered for direct investment in separate prospectuses. The Fund is designed for investors with a particular risk profile, and invests in a distinct mix of Underlying Funds.

The Fund seeks to achieve its investment objective by normally investing approximately 60% (within a range of 55% to 65%) of its assets in Underlying Equity Funds, and approximately 40% (within a range of 35% to 45%) of its assets in Underlying Fixed-Income Funds. The Underlying Equity Funds may consist of approximately 10% (within a range of 5% to 15%) of international equity funds. New York Life Investments may change the asset class allocations, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the target allocations to the equity and fixed income asset classes and a determination of any tactical allocation adjustments to establish the portion of the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) to be invested in each asset class.

The following table illustrates the Fund's target allocation among asset classes (the target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above):

U.S.
Equity
International
Equity
Total
Equity
Fixed
Income
MainStay Moderate Allocation Fund * 50% 10% 60% 40%

*

Percentages represent target allocations, actual allocation percentages may vary up to +/-5% under normal conditions.

The second step in the portfolio's construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and determination of target weightings among the Underlying Funds for the Fund's portfolio. The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g. , size, style, credit quality and duration). For cash management purposes, the Fund may hold a portion of its assets in U.S. government securities, cash or cash equivalents. The Fund also may invest in Underlying Funds that are money market funds.

New York Life Investments monitors the Fund's portfolio daily to ensure that the Fund's actual asset class allocations among the Underlying Funds continue to conform to the Fund's target allocations over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets, and various segments within those markets. In response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocations, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash, or cash equivalents. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. An investment in the Fund is not guaranteed, and you may experience losses. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests or poor security selection, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunities for greater gain often come with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Underlying Fund could result in losses on the Underlying Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund's use of leverage will be successful or that it will produce a higher return on an investment.

Liquidity and Valuation Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. TThe lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust ("REIT") Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's portfolio manager believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund, and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on April 4, 2005. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adjusted for differences in certain fees and expenses. Unadjusted, this performance might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2006-2010)

   

Best Quarter

3Q/09

11.90%

Worst Quarter

4Q/08

-12.77%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 5.14% 3.25% 4.05%
Class A 5.28% 3.27% 4.06%
Class B 5.45% 3.28% 4.13%
Class C 9.55% 3.64% 4.28%
Class I 11.83% 4.73% 5.38%
Return After Taxes on Distributions
Class I 11.19% 3.70% 4.40%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 7.93% 3.57% 4.16%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 3.30%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% 2.46% 4.66%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 5.80% 5.52%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2005

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 59 of the Prospectus.

MainStay Moderate Growth Allocation Fund

Investment Objective

The Fund seeks long-term growth of capital and, secondarily, current income.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 51 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) None None None None None
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.40% 0.15% 0.40% 0.40% 0.15%
Acquired (Underlying) Fund Fees and Expenses 1.12% 1.12% 1.12% 1.12% 1.12%
Total Annual Fund Operating Expenses 2 1.77% 1.52% 2.52% 2.52% 1.27%
Waivers / Reimbursements 2 (0.15)% 0.00% (0.15)% (0.15)% 0.00%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.62% 1.52% 2.37% 2.37% 1.27%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.50%; Class A, 0.50%; Class B, 1.25%; Class C, 1.25%; and Class I, 0.25%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 706 $ 696 $ 240 $ 740 $ 240 $ 340 $ 129
3 Years $ 1,063 $ 1,004 $ 770 $ 1,070 $ 770 $ 770 $ 403
5 Years $ 1,443 $ 1,333 $ 1,327 $ 1,527 $ 1,327 $ 1,327 $ 697
10 Years $ 2,508 $ 2,263 $ 2,660 $ 2,660 $ 2,844 $ 2,844 $ 1,534

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 54% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in other MainStay Funds (the "Underlying Funds"). The Underlying Funds are described and offered for direct investment in separate prospectuses. The Fund is designed for investors with a particular risk profile, and invests in a distinct mix of Underlying Funds.

The Fund seeks to achieve its investment objective by normally investing approximately 80% (within a range of 75% to 85%) of its assets in Underlying Equity Funds, approximately 20% (within a range of 15% to 25%) of its assets in Underlying Fixed-Income Funds. The Underlying Equity Funds may consist of approximately 15% (within a range of 10% to 20%) of international equity funds. New York Life Investments may change the asset class allocation, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the target allocations to the equity and fixed income asset classes and a determination of any tactical allocation adjustments to establish the portion of the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) to be invested in each asset class.

The following table illustrates the Fund's target allocation among asset classes (the target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above):

U.S.
Equity
International
Equity
Total
Equity
Fixed
Income
MainStay Moderate Growth Allocation Fund * 65% 15% 80% 20%

*

Percentages represent target allocations, actual allocation percentages may vary up to +/-5% under normal conditions.

The second step in the portfolio's construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and determination of target weightings among the Underlying Funds for the Fund's portfolio. The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g. , size, style, credit quality and duration). For cash management purposes, the Fund may hold a portion of its assets in U.S. government securities, cash or cash equivalents. The Fund also may invest in Underlying Funds that are money market funds.

New York Life Investments monitors the Fund's portfolio daily to ensure that the Fund's actual asset class allocations among the Underlying Funds continue to conform to the Fund's target allocations over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets, and various segments within those markets. In response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocations, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash, or cash equivalents. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. An investment in the Fund is not guaranteed, and you may experience losses. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests or poor security selection, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunities for greater gain often come with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Underlying Fund could result in losses on the Underlying Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund's use of leverage will be successful or that it will produce a higher return on an investment.

Liquidity and Valuation Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. TThe lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust ("REIT") Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's portfolio manager believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund, and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on April 4, 2005. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adusted for differences in certain fees and expenses. Unadjusted, this performance might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2006-2010)

   

Best Quarter

3Q/09

14.39%

Worst Quarter

4Q/08

-17.67%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 6.62% 2.40% 3.58%
Class A 6.63% 2.41% 3.59%
Class B 6.84% 2.41% 3.66%
Class C 10.84% 2.77% 3.80%
Class I 13.21% 3.93% 4.96%
Return After Taxes on Distributions
Class I 12.88% 3.10% 4.16%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 8.87% 3.03% 3.93%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 3.30%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% 2.46% 4.66%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 5.80% 5.52%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2005

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 59 of the Prospectus.

MainStay Growth Allocation Fund

Investment Objective

The Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 51 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class B Class C Class I
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 5.00% 1.00% None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) None None None None None
Distribution and/or Service (12b-1) Fees 0.25% 0.25% 1.00% 1.00% None
Other Expenses 0.48% 0.23% 0.48% 0.48% 0.23%
Acquired (Underlying) Fund Fees and Expenses 1.20% 1.20% 1.20% 1.20% 1.20%
Total Annual Fund Operating Expenses 2 1.93% 1.68% 2.68% 2.68% 1.43%
Waivers / Reimbursements 2 (0.23)% 0.00% (0.23)% (0.23)% 0.00%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.70% 1.68% 2.45% 2.45% 1.43%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.50%; Class A, 0.50%; Class B, 1.25%; Class C, 1.25%; and Class I, 0.25%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods (except as indicated with respect to Class B and Class C shares). The Example reflects Class B shares converting into Investor Class shares in years 9-10; fees could be lower if you are eligible to convert to Class A shares instead. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class A Class B Class C Class I
Class Assuming no redemption Assuming redemption at end of period Assuming no redemption Assuming redemption at end of period
1 Year $ 713 $ 711 $ 248 $ 748 $ 248 $ 348 $ 146
3 Years $ 1,102 $ 1,050 $ 811 $ 1,111 $ 811 $ 811 $ 452
5 Years $ 1,514 $ 1,412 $ 1,400 $ 1,600 $ 1,400 $ 1,400 $ 782
10 Years $ 2,662 $ 2,428 $ 2,814 $ 2,814 $ 2,996 $ 2,996 $ 1,713

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 54% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in other MainStay Funds (the "Underlying Funds"). The Underlying Funds are described and offered for direct investment in separate prospectuses. The Fund is designed for investors with a particular risk profile, and invests in a distinct mix of Underlying Funds.

The Fund seeks to achieve its investment objective by normally investing substantially all of its assets in Underlying Equity Funds (normally within a range of 90% to 100%). The Underlying Equity Funds may consist of approximately 20% (within a range of 15% to 25%) of international equity funds. New York Life Investments may change the asset class allocation, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the target allocations to the equity and fixed income asset classes and a determination of any tactical allocation adjustments to establish the portion of the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) to be invested in each asset class.

The following table illustrates the Fund's target allocation among asset classes (the target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above):

U.S.
Equity
International
Equity
Total
Equity
Fixed
Income
MainStay Growth Allocation Fund * 80% 20% 100% 0%

*

Percentages represent target allocations, actual allocation percentages may vary up to +/-5% under normal conditions.

The second step in the portfolio's construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and determination of target weightings among the Underlying Funds for the Fund's portfolio. The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g. , size, style, credit quality and duration). For cash management purposes, the Fund may hold a portion of its assets in U.S. government securities, cash or cash equivalents. The Fund also may invest in Underlying Funds that are money market funds.

New York Life Investments monitors the Fund's portfolio daily to ensure that the Fund's actual asset class allocations among the Underlying Funds continue to conform to the Fund's target allocations over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets, and various segments within those markets. In response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocations, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash, or cash equivalents. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. An investment in the Fund is not guaranteed, and you may experience losses. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests or poor security selection, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunities for greater gain often come with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate that is expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

Leverage Risk: There is risk involved in investing the proceeds from selling securities short, which is a form of leverage. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund's use of leverage will be successful or that it will produce a higher return on an investment.

Liquidity and Valuation Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Real Estate Investment Trust ("REIT") Risk: Investments in REITs carries with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledge collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances, the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's portfolio manager believes is their full value or they may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund, and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table below shows how the Fund's average annual total returns (before and after taxes) for the one-year period, five-year period and for the life of the Fund compare to those of two broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® ("S&P 500 ® ") Index as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on April 4, 2005. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008, adjusted for differences in certain fees and expenses. Unadjusted, this performance might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2006-2010)

   

Best Quarter

3Q/09

16.04%

Worst Quarter

4Q/08

-20.72%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years Life of Fund
Return Before Taxes
Investor Class 6.99% 1.25% 2.77%
Class A 6.93% 1.24% 2.77%
Class B 7.43% 1.27% 2.85%
Class C 11.42% 1.64% 3.02%
Class I 13.50% 2.71% 4.12%
Return After Taxes on Distributions
Class I 13.38% 2.11% 3.50%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 8.94% 2.13% 3.31%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% 2.29% 3.30%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% 2.46% 4.66%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2005

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class, Class B, or Class C shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affiliates. A subsequent investment minimum of $50 applies to investments in Investor Class, Class B and Class C shares. However, for Investor Class, Class B, or Class C shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 59 of the Prospectus.

The Underlying Funds: Investment Risks
Information about each Fund's objective, principal investment strategies, investment practices and principal risk factors appears in the relevant summary sections for each Fund at the beginning of this Prospectus. The information below describes in greater detail the investment risks pertinent to the Underlying Funds. Some Underlying Funds may use the investments/strategies discusssed below more than other Underlying Funds.

Additional information about the investment practices of the Funds and Underlying Funds and risks pertinent to these practices is included in the Statement of Additional Information ("SAI"). The following information is provided in alphabetical order and not necessarily in order of importance.

Principal Investment Risks of the Underlying Funds

  • American Depositary Receipts ("ADRs") : Underlying Funds may invest in ADRs. ADRs, which are typically issued by a U.S. financial institution (a "depositary"), evidence ownership interests in a security or pool of securities issued by a foreign company which are held by a depositary. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. Because ADRs are not denominated in the same currency as the underlying securities into which they may be converted, they are subject to currency risks. In addition, depositary receipts involve many of the same risks of investing directly in foreign securities. Generally, ADRs are considered to be foreign securities.

  • Convertible Securitites: Convertible securities, until converted, have the same general characteristics as debt securities insofar as they generally provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. By permitting the holder to exchange an investment for common stock or the cash value of a security or a basket or index of securities, convertible securities may also enable the investor to benefit from increases in the market price of the underlying securities. Therefore, convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.

  • Debt Securities Risk: Certain Underlying Funds may invest in debt instruments for income or other reasons. Investors buy debt instruments primarily to profit through interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt securities, including (without limitation):

    • bonds;

    • notes; and

    • debentures.

Some debt securities pay interest at a fixed rate of return, while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the principal amount that is to be paid at maturity.

The risks involved with investing in debt securities include (without limitation):

    • Credit risk: The purchaser of a debt security lends money to the issuer of that security. If the issuer does not pay back the loan, the holder of the security may experience a loss on its investment.

    • Maturity risk: A debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity. Therefore, the net asset value ("NAV") of an Underlying Fund that holds debt securities with a longer average maturity may fluctuate in value more than the NAV of an Underlying Fund that holds debt securities with a shorter average maturity.

    • Market risk: Like other securities, debt securities are subject to the forces of supply and demand. Low demand may negatively impact the price of a debt security.

    • Interest rate risk: The value of debt securities usually changes when interest rates change. Generally, when interest rates go up, the value of a debt security goes down and when interest rates go down, the value of a debt security goes up.

  • Derivative Transactions : Certain Underlying Funds may enter into derivative transactions, or "derivatives," which may include options, futures, options on futures and swap agreements. The value of derivatives is based on certain underlying equity or fixed-income securities, interest rates, currencies or indices. The use of these transactions is a highly specialized activity that involves investment techniques, tax planning and risks that are different from those of ordinary securities transactions. Derivatives may be hard to sell at an advantageous price or time and typically are very sensitive to changes in the underlying security, interest rate, currency or index. As a result, derivatives can be highly volatile. If the manager or the subadvisor of the Underlying Fund is incorrect about its expectations of changes in interest rates or market conditions, the use of derivatives could result in a loss, which in some cases may be unlimited. When using derivatives, there is a risk that an Underlying Fund will lose money if the contract counterparty does not make the required payments or otherwise fails to comply with the terms of the contract.

In the event of the bankruptcy or insolvency of a counterparty, the Underlying Fund could experience the loss of some or all of its investment or experience delays in liquidating its positions, including declines in the value of its investment during the period in which the Underlying Fund seeks to enforce its rights, and an inability to realize any gains on its investment during such period. An Underlying Fund may also incur fees and expenses incurred in enforcing its rights.

Certain Underlying Funds may have investments in equity swaps. These transactions can result in sizeable realized and unrealized capital gains and loses relative to the gains and loses from the Underlying Funds' direct investments in equity securities and short sales.

As investment companies registered with the Securities and Exchange Comission ("SEC"), the Underlying Funds must "cover" obligations with respect to certain kinds of derivatives instruments.

  • Equity Securities Risk : Publicly held corporations may raise needed cash by issuing or selling equity securities to investors. When you buy the equity securities of a corporation you become a part owner of the issuing corporation. Equity securities may be bought on stock exchanges, such as the New York Stock Exchange, NASDAQ Stock Market, Inc. ("NASDAQ"), the American Stock Exchange, foreign stock exchanges, or in the over-the-counter market, such as NASDAQ's Over-the-Counter Bulletin Board. There are many different types of equity securities, including (without limitation):

    • common stocks;

    • preferred stocks;

    • ADRs; and

    • real estate investment trusts.

Investors buy equity securities to make money through dividend payments and/or selling them for more than they paid. The risks involved with investing in equity securities include (without limitation):

    • Changing economic conditions: Equity securities may fluctuate as a result of general economic conditions, including changes in interest rates.

    • Industry and company conditions: Certain industries or individual companies may come in and out of favor with investors. In addition, changing technology and competition may make the equity securities of a company or industry more volatile.

    • Security selection: A portfolio manager may not be able to consistently select equity securities that appreciate in value, or anticipate changes that can adversely affect the value of an Underlying Fund's holdings. Investments in smaller and mid-size companies may be more volatile than investments in larger companies.

  • Exchange Traded Funds Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by an Underlying Fund could result in losses on the Underlying Fund's investment in ETFs. ETFs are also subject to management fees and other fees that may increase their costs versus the costs of owning the underlying securities directly.

  • Floating Rate Loans: Floating rate loans incur some of the same risks as other debt securities, such as prepayment risk, credit risk, interest rate risk and risk found with high-yield securities.

Floating rate loans are subject to the risk that the scheduled interest or principal payments will not be paid. Lower-quality loans (those of less than investment grade quality) involve greater risk of default on interest and principal payments than higher quality loans. In the event that a non-payment occurs, the value of that obligation likely will decline. In turn, the NAV of an Underlying Fund's shares also will decline. Generally, the lower the rating category, the more risky the investment.

Although the floating rate loans in which an Underlying Fund generally invests may be speculative, they are generally subject to less credit risk than debt securities rated below investment grade, as they have features that such debt securities generally do not have. They are typically senior obligations of the borrower or issuer, are typically secured by collateral, and generally are subject to certain restrictive covenants in favor of the lenders or security holders that invest in them. Floating rate loans are usually issued in connection with a financing or corporate action (such as leveraged buyout loans, leveraged recapitalizations and other types of acquisition financing). In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. As such, floating rate loans are part of highly leveraged transactions and involve a significant risk that the borrower may default or go into bankruptcy. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates.

An Underlying Fund may purchase loans via assignment, which makes the Underlying Fund a direct lender. However, an Underlying Fund may also invest in floating rate loans by purchasing a participation interest. See "Loan Participation Interests."

An Underlying Fund also may be in possession of material non-public information about a borrower as a result of its ownership of a floating rate instrument of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information, an Underlying Fund might be unable to enter into a transaction in a publicly-traded security of that borrower when it would otherwise be advantageous to do so.

  • Foreign Securities Risk: Generally, foreign securities are issued by companies organized outside the U.S. and are traded primarily in markets outside the U.S. Generally, foreign debt instruments are issued by companies organized outside the U.S., but may be traded on bond markets or over-the-counter markets in the U.S. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investments in emerging market countries present risks to a greater degree than those presented by investments in countries with developed securities markets and more advanced regulatory systems.

Many of the foreign securities in which the Underlying Funds invest will be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Underlying Funds' assets. However, an Underlying Fund may engage in foreign currency transactions to attempt to protect itself against fluctuations in currency exchange rates in relation to the U.S. dollar. See "Risk Management Techniques" below.

  • Futures Transactions: An Underlying Fund may purchase and sell single stock futures or stock index futures to hedge the equity portion of its investment portfolio with regard to market (systemic) risk or to gain market exposure to that portion of the market represented by the futures contracts. An Underlying Fund may also purchase and sell other futures when deemed appropriate, in order to hedge the equity or non-equity portions of its portfolio. In addition, to the extent that it invests in foreign securities, and subject to any applicable restriction on the Underlying Fund's ability to invest in foreign currencies, an Underlying Fund may enter into contracts for the future delivery of foreign currencies to hedge against changes in currency exchange rates. Subject to compliance with applicable rules and restrictions, an Underlying Fund also may enter into futures contracts traded on foreign futures exchanges such as those located in Frankfurt, Tokyo, London or Paris.

An Underlying Fund may purchase and sell futures contracts on debt securities and on indices of debt securities in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of the Underlying Fund's securities. An Underlying Fund may also enter into such futures contracts for other appropriate risk management, income enhancement and investment purposes.

There are several risks associated with the use of futures contracts and options on futures contracts as hedging techniques. There can be no assurance that a liquid market will exist at the time when an Underlying Fund seeks to close out a futures contract. If no liquid market exists, an Underlying Fund would remain obligated to meet margin requirements until the position is closed. Futures may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Underlying Fund's securities being hedged, even if the hedging vehicle closely correlates with the Underlying Fund's investments, such as with single stock futures contracts. If the price of a futures contract changes more than the price of the securities or currencies, an Underlying Fund will experience either a loss or a gain on the futures contracts that will not be completely offset by changes in the price of the securities or currencies that are the subject of the hedge. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives.

  • Global Depositary Receipts ("GDRs") and European Depositary Receipts (EDRs"): To the extent an Underlying Fund may invest in foreign securities, an Underlying Fund may invest in GDRs and EDRs. GDRs and EDRs are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. GDRs and EDRs may not be denominated in the same currency as the underlying securities into which they may be converted, and are subject to currency risks. Depositary receipts involve many of the same risks of investing directly in foreign securities.

  • Growth Stock Risk: Certain Underlying Funds may invest in equity securities of companies that their portfolio managers believe will experience relatively rapid earnings growth. Such "growth stocks" typically trade at higher multiples of current earnings than other securities. Therefore, the values of growth stocks may be more sensitive to changes in current or expected earnings than the values of other securities.

The principal risk of investing in growth stocks is that investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If these expectations are not met, the market price of the stock may decline significantly, even if earnings showed an absolute increase. Growth stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

  • High-Yield Securities Risk: High-yield securities (commonly referred to as "junk bonds") are typically rated below investment grade by one or more of the rating agencies or, if not rated, are determined to be of equivalent quality by the Underlying Fund's manager or subadvisor and are sometimes considered speculative. Investments in high-yield securities or "junk bonds" involve special risks in addition to the risks associated with investments in higher-rated securities. High-yield securities may be regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, such securities may, under certain circumstances, be less liquid than higher rated securities. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

  • Illiquid and Restricted Securities : Certain Underlying Fund's investments may include illiquid securities or restricted securities. Investments in illiquid and restricted securities may be difficult to sell and value. Restricted securities are securities that are sold only through negotiated private transactions and not to the general public, due to certain restrictions imposed by federal securities laws.

  • Initial Public Offerings : Certain Underlying Funds may invest in securities that are made available in initial public offerings ("IPOs"). IPO securities may be volatile, and an Underlying Fund cannot predict whether investments in IPOs will be successful. As an Underlying Fund grows in size, the positive effect of IPO investments on the Fund may decrease.

  • Investment Policies and Objectives : Certain of the Underlying Funds have names which suggest a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, each of these Underlying Funds has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its assets (net assets plus the amount of any borrowings for investment purposes) in investments of the type suggested by its name. For a list of these policies, please see the SAI. This requirement is applied at the time an Underlying Fund invests its assets. If, subsequent to an investment by an Underlying Fund, this requirement is no longer met, the Underlying Fund's future investments will be made in a manner that will bring the Underlying Fund into compliance with this requirement. In addition, in appropriate circumstances, synthetic investments may count toward the 80% minimum if they have economic characteristics similar to the other investments included in the basket. In most cases, the MainStay Funds have adopted a policy to provide a Fund's shareholders with at least 60 days' prior notice of any change in this non-fundamental policy. For additional information, please see the SAI.

The Investment Objectives for most Underlying Funds are non-fundamental and may be changed without shareholder approval. In other cases, the Investment Objectives are fundamental and cannot be changed without the approval of a majority of the relevant Underlying Fund's outstanding voting securities.

  • Lending of Portfolio Securities : The Underlying Funds may lend their portfolio securities. Portfolio securities may be loaned to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the board of the applicable Underlying Fund. A risk of lending portfolio securities, as with other extensions of credit, is the possible loss of rights in the collateral should the borrower fail financially. With respect to the Underlying Funds, in determining whether to lend securities, the manager, the applicable subadvisors, or its/their agent, will consider all relevant facts and circumstances, including the creditworthiness of the borrower.

  • Loan Participation Interests : Loan participation interests, also referred to as Participations, are fractional interests in an underlying corporate loan and may be purchased from an agent bank, co-lenders or other holders of Participations. There are three types of Participations which an Underlying Fund may purchase. A Participation in a novation of a corporate loan involves an Underlying Fund assuming all of the rights of the lender in a corporate loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. Second, an Underlying Fund may purchase a Participation in an assignment of all or a portion of a lender's interest in a corporate loan, in which case an Underlying Fund may be required generally to rely on the assigning lender to demand payment and to enforce its rights against the borrower, but would otherwise be entitled to all of such lender's rights in the underlying corporate loan. Third, an Underlying Fund may also purchase a Participation in a portion of the rights of a lender in a corporate loan, in which case, an Underlying Fund will be entitled to receive payments of principal, interest and fees, if any, but generally will not be entitled to enforce its rights against the agent bank or borrower. The Underlying Fund must rely on the lending institution for that purpose.

The principal credit risk associated with acquiring Participations from a co-lender or another Participant is the credit risk associated with the underlying corporate borrower. An Underlying Fund may incur additional credit risk, however, when it is in the position of Participant rather than co-lender because the Underlying Fund must then assume the risk of insolvency of the co-lender from which the Participation was purchased and that of any person interposed between the Underlying Fund and the co-lender.

  • Mortgage-Related and Asset-Backed Security Risk: Mortgage-related (including mortgage-backed) and asset-backed securities are securities whose values are based on underlying pools of loans that may include interests in pools of lower-rated debt securities, consumer loans or mortgages, or complex instruments such as collateralized mortgage obligations and stripped mortgage-backed securities. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers and the creditworthiness of the parties involved. A portfolio manager's ability to correctly forecast interest rates and other economic factors will impact the success of investments in mortgage-related and asset-backed securities. Some securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. These securities also may be subject to prepayment risk if interest rates fall, and if the security has been purchased at a premium the amount of some or all of the premium may be lost in the event of prepayment. On the other hand, if interest rates rise, there may be less of the underlying debt prepaid, which would cause the average bond maturity to rise and increase the potential for an Underlying Fund to lose money as interest rates rise.

  • Options: An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option. If an Underlying Fund's Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return.

  • Portfolio Turnover: Portfolio turnover measures the amount of trading an Underlying Fund does during the year. Due to its trading strategies, an Underlying Fund may experience a portfolio turnover rate of over 100%. The portfolio turnover rate for each Underlying Fund is found in the Prospectus of each Underlying Fund. The use of certain investment strategies may generate increased portfolio turnover. An Underlying Fund with high turnover rates (at or over 100%) often will have higher transaction costs (which are paid by the Underlying Fund) and may generate short-term capital gains (on which you or a Fund will pay taxes, even if you or it do not sell any shares by year-end).

  • Real Estate Investment Trust ("REIT") Risk: Certain Underlying Funds may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related loans. Investment in REITs carries with it many of the risks associated with direct ownership of real estate, including declines in property values, extended vacancies, increases in property taxes, and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults, and are subject to heavy cash flow dependency.

  • Risk Management Techniques : Various techniques can be used to increase or decrease an Underlying Fund's exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices.

These practices can be used in an attempt to adjust the risk and return characteristics of an Underlying Fund's portfolio of investments. For example, to gain exposure to a particular market, an Underlying Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as "hedging." If the manager or subadvisor of the Underlying Fund judges market conditions incorrectly or employs a strategy that does not correlate well with the Underlying Fund's investments, these techniques could result in a loss, which in some cases may be unlimited, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of an Underlying Fund and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.

  • Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and may borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

When borrowing a security for delivery to a buyer, an Underlying Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. An Underlying Fund must normally repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale. Also, the lender of a security may terminate the loan at a time when an Underlying Fund is unable to borrow the same security for delivery. In that case, the Underlying Fund would need to purchase a replacement security at the then current market price or "buy in" by paying the lender an amount equal to the cost of purchasing the security.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

  • Small-Cap Stock Risk: The general risks associated with equity securities and liquidity risk are particularly pronounced for securities of companies with market capitalizations that are small compared to other publicly traded companies. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. Securities of small-capitalization companies may trade less frequently and in lesser volume than more widely held securities, and their values may fluctuate more sharply than other securities. They may also trade in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity.

  • Swap Agreements : Certain Underlying Funds may enter into interest rate, credit default, index, equity (including total return), and currency exchange rate swap agreements to attempt to obtain a desired return at a lower cost than a direct investment in an instrument yielding that desired return. In a typical swap transaction, two parties agree to exchange the returns (or differentials in rates of returns) earned or realized on particular investments or instruments. The payments may be adjusted for transaction costs, interest payments, the amount of interest paid on the investment or instrument or other factors.

Whether an Underlying Fund's use of swap agreements will be successful will depend on whether the applicable manager or subadvisor correctly predicts movements in the value of particular securities, interest rates, indices and currency exchange rates. In particular, credit default swaps can result in losses if an Underlying Fund does not correctly evaluate the creditworthiness of the company on which the credit default swap is based. Such instruments are not afforded the same protections as may apply to participants trading futures or options on organized exchanges, such as the performance guarantee of an exchange clearinghouse. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. There is a risk that the other party could go bankrupt and the Underlying Fund would lose the value of the security it should have received in the swap. See the "Tax Information" section in the SAI for information regarding the tax considerations relating to swap agreements.

  • Temporary Defensive Investments : In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes or for liquidity purposes, an Underlying Fund may invest outside the scope of its principal investment strategies. Under such conditions, an Underlying Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the Underlying Fund will achieve its investment objective. Under such conditions, an Underlying Fund may be permitted to invest without limit in cash or money market and other investments.

  • To-Be-Announced ("TBA") Securities : In a "to-be-announced securities" transaction, a seller agrees to deliver to an Underlying Fund a security at a future date. However, the seller does not specify the particular security to be delivered. Instead, the Underlying Fund agrees to accept any security that meets specified terms.

    There can be no assurance that a security purchased on a TBA basis will be delivered by the counterparty. Also, the value of TBA securities on the delivery date may be more or less than the price paid by an Underlying Fund to purchase the securities. An Underlying Fund will lose money if the value of the TBA security declines below the purchase price and will not benefit if the value of the security appreciates above the sale price prior to delivery.

  • Value Stock Risk: Certain Underlying Funds may invest in companies that may not be expected to experience significant earnings growth, but whose securities their portfolio managers believe are selling at a price lower than their true value. Companies that issue such "value stocks" may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. The principal risk of investing in value stocks is that they may never reach what the Underlying Fund's investment manager believes is their full value or that they may go down in value. If a portfolio manager's assessment of a company's prospects is wrong, or if the market does not recognize the value of the company, the price of that company's securities may decline or may not approach the value that the portfolio manager anticipates.

  • When-Issued Securities and Forward Commitments: Debt securities are often issued on a when-issued or forward commitment basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the securities take place at a later date. During the period between purchase and settlement, no payment is made by the Underlying Fund and no interest accrues to the Underlying Fund. There is a risk that the security could be worth less when it is issued than the price the Underlying Fund agreed to pay when it made the commitment. Similarly, an Underlying Fund may commit to purchase a security at a future date at a price determined at the time of the commitment. The same procedure and risks exist for forward commitments as for when-issued securities.

  • Zero Coupon and Payment-In-Kind Bonds: Certain Underlying Funds may purchase zero coupon bonds, which are debt obligations issued without any requirement for the periodic payment of interest. Certain Underlying Funds may also invest in payment-in-kind bonds. Payment-in-kind bonds normally give the issuer an option to pay in cash at a coupon payment date or in securities with a fair value equal to the amount of the coupon payment that would have been made. Zero coupon bonds are issued at a significant discount from their face value. The discount approximates the total amount of interest the bonds would accrue and compound over the period until maturity at a rate of interest reflecting the market rate at the time of issuance. Because interest on zero coupon obligations is not paid to an Underlying Fund on a current basis but is, in effect, compounded, the value of this type of security is subject to greater fluctuations in response to changing interest rates than the value of debt obligations that distribute income regularly.

Zero coupon bonds and payment-in-kind bonds tend to be subject to greater market risk than interest paying securities of similar maturities. The discount represents income, a portion of which an Underlying Fund must accrue and distribute every year even though the Underlying Fund receives no payment on the investment in that year. Therefore, these investments tend to be more volatile than securities which pay interest periodically and in cash. In addition, there may be special tax considerations associated with investing in high-yield/high-risk bonds structured as zero coupon or payment-in-kind securities. Interest on these securities is recorded annually as income even though no cash interest is received until the security's maturity or payment date. As a result, the amounts that have accrued each year are required to be distributed to shareholders and such amounts will be taxable to shareholders. Additionally, an Underlying Fund may have to sell some of its assets to distribute cash to shareholders. These actions are likely to reduce the Underlying Fund's assets and may thereby increase its expense ratio and decrease its
rate of return.

Shareholder Guide

The following pages are intended to provide information regarding how to buy and sell shares of the MainStay Funds and to help you understand the costs associated with buying, holding and selling your MainStay Fund investments. Not all of the MainStay Funds discussed below are offered in this Prospectus. Furthermore, certain share classes are not available for all MainStay Funds or to all investors.

For additional details regarding the information described in this Shareholder Guide or if you have any questions, please contact your financial adviser or the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) or by going online to mainstayinvestments.com.

Please note that shares of the MainStay Funds are generally not available for purchase by foreign investors.

NYLIFE Distributors LLC and/or the MainStay Funds reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains in a check mailed to any investor who becomes a non-U.S. resident; and (ii) to redeem shares and close the account of an investor who becomes a non-U.S. resident.

SIMPLE IRA Plan accounts and certain other retirement plan accounts may not be eligible to invest in certain MainStay Funds, and may only be eligible to hold Investor Class shares.

The following terms are used in this Shareholder Guide:

"MainStay Asset Allocation Funds" collectively refers to the MainStay Conservative Allocation Fund, MainStay Moderate Allocation Fund, MainStay Moderate Growth Allocation Fund, and MainStay Growth Allocation Fund.

"MainStay Blended Funds" collectively refers to the MainStay Balanced Fund, MainStay Convertible Fund, and MainStay Income Builder Fund.

"MainStay Epoch Funds" collectively refers to the MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, and MainStay Epoch International Small Cap Fund.

"MainStay Equity Funds" collectively refers to the MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, MainStay 130/30 International Fund, MainStay Common Stock 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 Growth Equity Fund, MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund, MainStay MAP Fund, MainStay S&P 500 Index Fund, and MainStay U.S. Small Cap Fund.

"MainStay Income Funds" collectively refers to the MainStay Balanced Fund, MainStay Cash Reserves Fund, MainStay Convertible Fund, MainStay Flexible Bond Opportunities Fund, MainStay Floating Rate Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Corporate Bond Fund, MainStay High Yield Municipal Bond Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund, MainStay Indexed Bond Fund, MainStay Intermediate Term Bond Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund, MainStay Tax Free Bond Fund, and MainStay Short Term Bond Fund.

"MainStay International Equity Funds" collectively refers to the MainStay 130/30 International Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, and MainStay International Equity Fund.

"MainStay Money Market Funds" collectively refers to the MainStay Cash Reserves Fund, MainStay Money Market Fund, and MainStay Principal Preservation Fund.

"MainStay Retirement Funds" collectively refers to the MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund, and MainStay Retirement 2050 Fund.

The Board of Trustees of Eclipse Funds, the Board of Trustees of MainStay Funds Trust, the Board of Trustees of The MainStay Funds, and the Board of Directors of Eclipse Funds Inc. are collectively referred to as the "Board."

The Investment Company Act of 1940, as amended, is referred to as the "1940 Act."

New York Life Investment Management LLC is referred to as the "Manager" or "New York Life Investments."

New York Life Insurance Company is referred to as "New York Life."

NYLIM Service Company LLC is referred to as the "Transfer Agent" or "NYLIM Service Company."

NYLIFE Distributors LLC is referred to as the "Distributor" or "NYLIFE Distributors."

The New York Stock Exchange is referred to as the "Exchange."

Net asset value is referred to as "NAV."

The Securities and Exchange Commission is referred to as the "SEC."

Before You Invest:
Deciding Which Class of Shares to Buy

The MainStay Funds offer Investor Class, and Class A, B, C, I, R1, R2 and R3 shares, as applicable. Each share class of a MainStay Fund represents an interest in the same portfolio of securities, but each class has its own sales charge and expense structure, providing you with different choices for meeting the needs of your situation. Depending upon how you wish to purchase shares of a MainStay Fund and the MainStay Fund in which you wish to invest, the share classes available to you may vary.

The decision as to which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial adviser. Important factors to consider include:

  • how much you plan to invest;

  • how long you plan to hold your shares;

  • total expenses associated with each class of shares; and

  • whether you qualify for any reduction or waiver of sales charge.

As with any business, running a mutual fund involves costs. There are regular operating costs, such as investment advisory fees, marketing and distribution expenses, and custodial, transfer agency, legal and accounting fees, among others. These operating costs are typically paid from the assets of a MainStay Fund, and thus, all investors in the MainStay Funds indirectly share the costs. These expenses for each MainStay Fund are presented in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Annual Fund Operating Expenses." As the fee tables show, certain costs are borne equally by each share class. In cases where services or expenses are class-specific, such as distribution and/or service (12b-1) fees, the fees payable for transfer agency services or certain other expenses, the costs may be allocated differently among the share classes.

In addition to the direct expenses that a MainStay Fund bears, MainStay Fund shareholders indirectly bear the expenses of the other funds in which the MainStay Fund invests ("Underlying Funds"), where applicable. The tables entitled "Fees and Expenses of the Fund" reflect a MainStay Fund's estimated indirect expenses from investing in Underlying Funds based on the allocation of the MainStay Fund's assets among the Underlying Funds during the MainStay Fund's most recent fiscal year. These expenses may be higher or lower over time depending on the actual investments of the MainStay Fund's assets in the Underlying Funds and the actual expenses of the Underlying Funds.

In some cases, the Total Annual Fund Operating Expenses reflected in the tables entitled "Fees and Expenses of the Fund" may differ in part from the amounts shown in the Financial Highlights section of the applicable Prospectuses, which reflect only the operating expenses of a MainStay Fund for its prior fiscal year and do not include the MainStay Fund's share of the fees and expenses of any Underlying Fund.

Most significant among the class-specific costs are:

  • Distribution and/or Service (12b-1) Fee —named after the SEC rule that permits their payment, 12b-1 fees are paid by a class of shares to the Distributor for distribution and/or shareholder services such as marketing and selling MainStay Fund shares, compensating brokers and others who sell MainStay Fund shares, advertising, printing and mailing of prospectuses, responding to shareholder inquiries, etc.

  • Shareholder Service Fee —this fee covers certain services provided to retirement plans investing in Class R1, Class R2 and Class R3 shares that are not included under a MainStay Fund's 12b-1 plan, such as certain account establishment and maintenance, order processing, and communication services.

An important point to keep in mind about 12b-1 fees and shareholder service fees is that they reduce the value of your shares, and therefore, will proportionately reduce the returns you receive on your investment and any dividends that are paid. See "Information on Fees" in this section for more information about these fees.

In addition to regular operating costs, there are costs associated with an individual investor's transactions and account, such as the compensation paid to your financial adviser for helping you with your investment decisions. The MainStay Funds typically cover such costs by imposing sales charges and other fees directly on the investor either at the time of purchase or upon redemption. These charges and fees for each MainStay Fund are presented earlier in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Shareholder Fees." Such charges and fees include:

  • Initial Sales Charge —also known as a "front-end sales load," refers to a charge that is deducted from your initial investment in Investor Class and Class A shares and is used to compensate the Distributor and/or your financial adviser for their efforts and assistance to you in connection with the purchase. The key point to keep in mind about a front-end sales load is that it reduces the amount available to purchase MainStay Fund shares.

  • Contingent Deferred Sales Charge —also known as a "CDSC" or "back-end sales load," refers to a sales load that is deducted from the proceeds when you redeem MainStay Fund shares (that is, sell shares back to the MainStay Fund). The amount of the CDSC that you pay will depend on how long you hold your shares and decreases to zero if you hold your shares long enough. Although you pay no sales charge at the time of purchase, the Distributor typically pays your financial adviser a commission up-front. In part to compensate the Distributor for this expense over time, you will pay a higher ongoing 12b-1 fee. Over time, these fees may cost you more than paying an initial sales charge.

Distribution and/or service (12b-1) fees, shareholder service fees, initial sales charges and contingent deferred sales charges are each discussed in more detail in this Shareholder Guide. Investor Class, Class A, Class B and Class C shares of the MainStay Money Market Fund are sold with no initial sales charge or CDSC and have no annual 12b-1 fees. The following table gives you a summary of the differences among share classes with respect to such fees and other important factors:

Summary of Important Differences Among Share Classes
Investor
Class
Class A Class B Class C Class I Class R1 Class R2 Class R3
Initial sales charge Yes Yes None None None None None None
Contingent
deferred sales
charge
None 1 None 1 Sliding scale during the first six years after purchase 2 1% on sale of shares held for one year or less None None None None
Ongoing distribution
and/or service
(12b-1) fees
0.25% 0.25% 0.75% 3 distribution and 0.25% service (1.00% total) ,4 0.75% 3 distribution and 0.25% service (1.00% total) ,4 None None 0.25% 0.25%
distribution and
0.25% service
(0.50% total)
Shareholder
service fee
None None None None None 0.10% 0.10% 0.10%
Conversion feature Yes 5 Yes 5 Yes 5 None Yes 5 Yes 5 Yes 5 Yes 5
Purchase
maximum 6
None None $100,000 $1,000,000 7 None None None None

1

A CDSC of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge. No sales charge applies on investments of $1 million or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund). The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

2

The CDSC period for MainStay Floating Rate Fund is a sliding scale during the first four years after purchase.

3

0.25% for MainStay Tax Free Bond Fund.

4

0.50% for MainStay Tax Free Bond Fund.

5

See the sections discussing Share Class Considerations and the section entitled "Buying, Selling, Converting and Exchanging Fund Shares -- Conversions Between Share Classes" for more information on the voluntary and/or automatic conversions that apply to each share class.

6

Per transaction. Does not apply to purchases by certain retirement plans.

7

$500,000 for MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund.

The following discussion is not intended to be investment advice or a recommendation because each investor's financial situation and considerations are different. Additionally, certain MainStay Funds have sales charge and expense structures that may alter your analysis as to which share class is most appropriate for your needs. This analysis can best be made by discussing your situation and the factors mentioned above with your financial adviser. Generally, however, Investor Class shares or Class A shares are more economical if you intend to invest larger amounts and hold your shares long-term (more than six years, for most MainStay Funds). Class C shares may be more economical if you intend to hold your shares for a shorter term (six years or less, for most MainStay Funds). Class I shares are the most economical, regardless of amount invested or intended holding period, but are offered only to certain institutional investors or through certain financial intermediary accounts. Class R1, R2 and R3 shares are available only to certain employer-sponsored retirement plans.

Investor Class Share Considerations

  • Your Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If at that time the value of your Investor Class shares in any one MainStay Fund equals or exceeds $25,000, whether by shareholder action or change in market value, or if you have otherwise become eligible to invest in Class A shares, your Investor Class shares of that MainStay Fund will be automatically converted into Class A shares. Eligible Investor Class shares may also convert upon request. Please note that, in most cases, you may not aggregate your holdings of Investor Class shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) to qualify for this conversion feature. Certain holders of Investor Class shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Please also note that if your account balance falls below $25,000 ($15,000 for investors that meet certain asset thresholds), whether by shareholder action or change in market value, after conversion to Class A shares or you otherwise no longer qualify to hold Class A shares, your account may be converted automatically to Investor Class shares. Please see "Class A Share Considerations" for more details.

  • Investor Class shares generally have higher expenses than Class A shares. By maintaining your account balance in a MainStay Fund at or above $25,000 ($15,000 for investors that meet certain asset thresholds), you will continue to be eligible to hold Class A shares of the MainStay Fund. If the value of your account is below this amount, you may consider increasing your account balance to meet this minimum to qualify for Class A shares. In addition, if you have accounts with multiple MainStay Funds whose values aggregate to at least $25,000 ($15,000 for investors that meet certain asset thresholds), you may consider consolidating your accounts into a MainStay Asset Allocation Fund account to qualify for Class A shares, if such action is consistent with your investment program.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Investor Class shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment. Please see "Information on Sales Charges" for more information. We also describe below how you may reduce or eliminate the initial sales charge. Please see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" for more information.

    Since some of your investment goes to pay an up-front sales charge when you purchase Investor Class shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Investor Class shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

Class A Share Considerations

  • Generally, Class A shares have a minimum initial investment amount of $25,000 per MainStay Fund. Class A share balances are examined Fund-by-Fund on a semi-annual basis. If at that time the value of your Class A shares in any one MainStay Fund is less than $25,000 ($10,000 in the case of IRA or 403(b)(7) accounts that are making required minimum distributions via MainStay's systematic withdrawal plan or systematic exchange program, and $15,000 in the case of investors with $100,000 or more invested in the MainStay Funds combined, regardless of share class), whether by shareholder action or change in market value, or if you are otherwise no longer eligible to hold Class A shares, your Class A shares of that MainStay Fund will be converted automatically into Investor Class shares. Please note that you may not aggregate holdings of Class A shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) in order to avoid this conversion feature.

Please note that if you qualify for the $15,000 minimum initial investment, you must maintain aggregate investments of $100,000 or more in the MainStay Funds, regardless of share class, and an account balance at or above $15,000 per MainStay Fund to avoid having your account automatically convert into Investor Class shares. Certain holders of Class A shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Class A shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment (see "Information on Sales Charges"). We also describe below how you may reduce or eliminate the initial sales charge (see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares").

  • Since some of your investment goes to pay an up-front sales charge when you purchase Class A shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Class A shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

Class B Share Considerations

  • You pay no initial sales charge on an investment in Class B shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment. Over time these fees may cost you more than paying an initial sales charge on Investor Class or Class A shares. Consequently, it is important that you consider your investment goals and the length of time you intend to hold your shares when comparing your share class options.

  • You should consult with your financial adviser to assess your intended purchase in light of your particular circumstances.

  • The MainStay Funds will generally not accept a purchase order for Class B shares in the amount of $100,000 or more.

  • In most circumstances, you will pay a CDSC if you sell Class B shares within six years (four years with respect to MainStay Floating Rate Fund) of buying them (see "Information on Sales Charges"). There are exceptions, which are described in the SAI.

  • Selling Class B shares during the period in which the CDSC applies can significantly diminish the overall return on an investment.

  • If you intend to hold your shares less than six years (four years with respect to MainStay Floating Rate Fund), Class C shares will generally be more economical than Class B shares of most MainStay Funds.

  • When you sell Class B shares, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, fully aged shares, and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Class B shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, eight years (four years with respect to MainStay Floating Rate Fund) after the date they were purchased. This reduces distribution and/or service (12b-1) fees from 1.00% to 0.25% of average daily net assets (or from 0.50% to 0.25% with respect to MainStay Tax Free Bond Fund).

  • Share class conversions are based on the NAVs of the two classes, and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate this share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert proportionately with the shares that are converting.

Class C Share Considerations

  • You pay no initial sales charge on an investment in Class C shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment.

  • In most circumstances, you will pay a 1.00% CDSC if you redeem shares held for one year or less.

  • When you sell Class C shares of a MainStay Fund, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, then fully aged shares and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Unlike Class B shares, Class C shares do not convert to Investor Class or Class A shares. As a result, long-term Class C shareholders will pay higher ongoing distribution and/or service (12b-1) fees over the life of their investment.

  • The MainStay Funds will generally not accept a purchase order for Class C shares in the amount of $1,000,000 or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund).

Class I Share Considerations

  • You pay no initial sales charge or CDSC on an investment in Class I shares.

  • You do not pay any ongoing distribution and/or service (12b-1) fees.

    You may buy Class I shares if you are an:

    • Institutional Investor

      • Certain employer-sponsored, association or other group retirement plans or employee benefit trusts with a service arrangement through New York Life Retirement Plan Services or the Distributor or their affiliates;

      • Certain financial institutions, endowments, foundations, government entities or corporations investing on their own behalf;

      • Clients transacting through financial intermediaries that purchase Class I shares through: (i) fee-based accounts that charge such clients an ongoing fee for advisory, investment, consulting or similar services; or (ii) a no-load network or platform that has entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform.

    • Individual Investor who is initially investing at least $5 million in any single MainStay Fund: (i) directly with the MainStay Fund; or (ii) through certain private banks and trust companies that have an agreement with the Distributor or its affiliates;

    • Existing Class I Shareholder ; or

    • Existing MainStay Fund's Board Member .

Class R1, Class R2 and Class R3 Share Considerations

  • You pay no initial sales charge or CDSC on an investment in Class R1, Class R2 or Class R3 shares.

  • You pay ongoing shareholder service fees for Class R1, Class R2 and Class R3 shares. You also pay ongoing distribution and/or service (12b-1) fees for Class R2 and Class R3 shares.

  • Class R1, Class R2 and Class R3 shares are available in certain individual retirement accounts and in certain retirement plans that have a service arrangement with New York Life Retirement Plan Services or the Distributor, including:

    • Section 401(a) and 457 plans;

    • Certain Section 403(b)(7) plans;

    • 401(k), profit sharing, money purchase pension and defined benefit plans; and

    • Non-qualified deferred compensation plans.

Investment Minimums and Eligibility Requirements

The following minimums apply if you are investing in a MainStay Fund. A minimum initial investment amount may be waived for purchases by the Board members and directors and employees of New York Life and its affiliates and subsidiaries. The MainStay Funds may also waive investment minimums for certain qualified purchases and accept additional investments of smaller amounts at their discretion. Please see the SAI for additional information.

Investor Class Shares

All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class A Shares

  • $25,000 minimum initial investment with no minimum subsequent purchase amount requirement for any single MainStay Fund; or

  • $15,000 minimum initial investment with no minimum subsequent purchase amount for investors who, in the aggregate, have assets of $100,000 or more invested in any share class of any of the MainStay Funds. To qualify for this investment minimum, all aggregated accounts must be tax reportable under the same tax identification number. You may not aggregate your holdings with the holdings of any other person or entity to qualify for this investment minimum. Please note that accounts held through broker/dealers or other types of institutions may not be aggregated to qualify for this investment minimum. We will only aggregate those accounts held directly with the MainStay Funds.

Please note that if you qualify for this reduced minimum, you must also maintain aggregate assets of $100,000 or more invested in any share classes of any of the MainStay Funds and an account balance at or above $15,000 per MainStay Fund to avoid having your Class A account automatically convert into Investor Class shares.

  • There is no minimum initial investment and no minimum subsequent investment for Class A shares of the MainStay Money Market Fund if all of your other accounts contain Class A shares only.

Please note that if at any time you hold any class of shares other than Class A shares, your holdings in the MainStay Money Market Fund will immediately become subject to the applicable investment minimums, subsequent purchase minimums and subsequent conversion features.

Broker/dealers (and their affiliates) or certain service providers with customer accounts that trade primarily on an omnibus level or through the National Securities Clearing Corporation's Fund/SERV network (Levels 1-3 only); certain retirement plan accounts, including investment-only plan accounts; directors and employees of New York Life and its affiliates; investors who obtained their Class A shares through certain reorganizations (including holders of Class P shares of any of the predecessor funds to the MainStay Epoch Funds as of November 16, 2009); and subsidiaries and employees of the subadvisors to any of the MainStay Funds are not subject to the minimum investment requirement for Class A shares. For more information, please see the SAI.

Class B and/or Class C Shares

All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class I Shares

  • Individual Investors—$5 million minimum for initial purchases of any single MainStay Fund and no minimum subsequent purchase amount in any MainStay Fund; and

  • Institutional Investors and the MainStay Funds' Board Members—no minimum initial or subsequent purchase amounts in any MainStay Fund.

Please note that Class I shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

Class R1, Class R2 and Class R3 Shares

If you are eligible to invest in Class R1, Class R2 or Class R3 shares of the MainStay Funds there are no minimum initial or subsequent purchase amounts.

Information on Sales Charges

Investor Class Shares and Class A Shares

The initial sales charge you pay when you buy Investor Class shares or Class A shares differs depending upon the MainStay Fund you choose and the amount you invest, as indicated in the following tables. The sales charge may be reduced or eliminated for larger purchases, as described below, or as described under "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares." Any applicable sales charge will be deducted directly from your investment. All or a portion of the sales charge may be retained by the Distributor or allocated to your dealer/financial adviser as a concession. Investor Class shares and Class A shares of MainStay Money Market Fund are not subject to a sales charge.

MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Balanced Fund
MainStay Common Stock Fund
MainStay Conservative Allocation Fund
MainStay Convertible Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay ICAP Equity Fund
MainStay ICAP Global Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund
MainStay Income Builder Fund
MainStay International Equity Fund
MainStay Large Cap Growth Fund
MainStay MAP 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 U.S. Small Cap Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $50,000 5.50% 5.82% 4.75%
$50,000 to $99,999 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.


MainStay Indexed Bond Fund
MainStay Short Term Bond Fund
MainStay S&P 500 Index Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.50% 2.56% 2.25%
$250,000 to $499,999 2.00% 2.04% 1.75%
$500,000 to $999,999 1.50% 1.52% 1.25%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

MainStay Flexible Bond Opportunities Fund
MainStay Global High Income Fund
MainStay Government Income Fund
MainStay High Yield Corporate Bond Fund
MainStay High Yield Opportunities Fund
MainStay Intermediate Term Bond Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.


MainStay Floating Rate Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.00% 2.04% 1.75%
$250,000 to $499,999 1.50% 1.52% 1.25%
$500,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.


MainStay High Yield Municipal Bond Fund MainStay Tax Free Bond Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.

Class B Shares

Class B shares are sold without an initial sales charge. However, if Class B shares are redeemed within six years (four years with respect to MainStay Floating Rate Fund) of their purchase, a CDSC will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class B shares have higher ongoing distribution and/or service (12b-1) fees and, over time, these fees may cost you more than paying an initial sales charge. The Class B share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class B shares. The amount of the CDSC will depend on the number of years you have held the shares that you are redeeming, according to the following schedule:

All MainStay Funds (except MainStay Floating Rate Fund)
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 5.00%
Second year 4.00%
Third year 3.00%
Fourth year 2.00%
Fifth year 2.00%
Sixth year 1.00%
Thereafter None
MainStay Floating Rate Fund
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 3.00%
Second year 2.00%
Third year 2.00%
Fourth year 1.00%
Thereafter None

Class C Shares

Class C shares are sold without an initial sales charge. However, if Class C shares are redeemed within one year of purchase, a CDSC of 1.00% will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class C shares have higher ongoing distribution and/or service (12b-1) fees, and, over time these fees may cost you more than paying an initial sales charge. The Class C share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class C shares.

Computing Contingent Deferred Sales Charge on Class B and Class C

A CDSC may be imposed on redemptions of Class B and Class C shares of a MainStay Fund, at the rates previously described, at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class B or Class C account to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class B shares during the preceding six years (four years with respect to MainStay Floating Rate Fund) or Class C shares during the preceding year.

However, no CDSC will be imposed to the extent that the NAV of the Class B or Class C shares redeemed does not exceed:

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased more than six years (four years with respect to MainStay Floating Rate Fund) prior to the redemption for Class B shares or more than one year prior to the redemption for Class C shares; plus

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased through reinvestment of dividends or capital gain distributions; plus

  • increases in the NAV of the investor's Class B or Class C shares of the MainStay Fund above the total amount of payments for the purchase of Class B or Class C shares of the MainStay Fund made during the preceding six years (four years with respect to MainStay Floating Rate Fund) for Class B shares or one year for Class C shares.

There are exceptions, which are described in the SAI.

Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares

Reducing the Initial Sales Charge on Investor Class Shares and Class A Shares

You may be eligible to buy Investor Class and Class A shares of the MainStay Funds at one of the reduced sales charge rates shown in the tables above through a Right of Accumulation or a Letter of Intent, as described below. You may also be eligible for a waiver of the initial sales charge as set forth below. Each MainStay Fund reserves the right to modify or eliminate these programs at any time. However, please note the Right of Accumulation or Letter of Intent may only be used to reduce sales charges and may not be used to satisfy investment minimums or to avoid the automatic conversion feature of Investor Class or Class A shares.

  • Right of Accumulation

A Right of Accumulation allows you to reduce the initial sales charge as shown in the tables above by combining the amount of your current purchase with the current market value of investments made by you, your spouse, and your children under age 21 in Investor Class, Class A, Class B, or Class C shares of most MainStay Funds. You may not include investments of previously non-commissioned shares in the MainStay Money Market Fund, investments in Class I shares, or your interests in any MainStay Fund held through a 401(k) plan or other employee benefit plan. For example, if you currently own $45,000 worth of Class C shares of a MainStay Fund, your spouse owns $50,000 worth of Class B shares of another MainStay Fund, and you wish to invest $15,000 in a MainStay Fund, using your Right of Accumulation you can invest that $15,000 in Investor Class or Class A shares (if eligible) and pay the reduced sales charge rate normally applicable to a $110,000 investment. For more information please see the SAI.

  • Letter of Intent

Where the Right of Accumulation allows you to use prior investments to reach a reduced initial sales charge, a Letter of Intent allows you to qualify for a discount by combining your current purchase amount with purchases you, your spouse or children under age 21 intend to make in the near future. A Letter of Intent is a written statement to the Distributor of your intention to purchase Investor Class, Class A, Class B or Class C shares of one or more MainStay Funds (excluding investments of previously non-commissioned shares in the MainStay Money Market Fund) over a 24-month period. The total amount of your intended purchases will determine the reduced sales charge rate that will apply to Investor Class or Class A shares (if eligible) of the MainStay Funds purchased during that period. You can also apply a Right of Accumulation to these purchases.

Your Letter of Intent goal must be at least $100,000. Submitting a Letter of Intent does not obligate you to purchase the specified amount of shares. If you do not meet your intended purchase goal, however, the initial sales charge that you paid on your purchases will be recalculated to reflect the actual value of shares you purchased. A certain portion of your shares will be held in escrow by the Transfer Agent for this purpose. For more information please see the SAI.

  • Your Responsibility

To receive the reduced sales charge, you must inform the Distributor of your eligibility and holdings at the time of your purchase if you are buying shares directly from the MainStay Funds. If you are buying shares through a financial intermediary firm, you must tell your financial adviser of your eligibility for a Right of Accumulation or a Letter of Intent at the time of your purchase.

To combine shares of eligible MainStay Funds held in accounts at other intermediaries under your Right of Accumulation or a Letter of Intent, you may be required to provide the Distributor or your financial adviser a copy of each account statement showing your current holdings of each eligible MainStay Fund, including statements for accounts held by you, your spouse or your children under age 21, as described above. The Distributor or intermediary through which you are buying shares will combine the value of all your eligible MainStay Fund holdings based on the current NAV per share to determine what Investor Class or Class A sales charge rate you may qualify for on your current purchase. If you do not inform the Distributor or your financial adviser of all of the holdings or planned purchases that make you eligible for a sales charge reduction or do not provide requested documentation, you may not receive a discount to which you are otherwise entitled.

More information on Investor Class and Class A share sales charge discounts is available in the SAI or on the internet at mainstayinvestments.com.

"Spouse" with respect to a Right of Accumulation and Letter of Intent is defined as the person to whom you are legally married. We also consider your spouse to include the following: i) an individual of the same gender with whom you have been joined in a civil union or legal contract similar to marriage; ii) a domestic partner, who is an individual (including one of the same gender) to whom you are not related by blood and with whom you have shared a primary residence for at least six months in a relationship as a couple where you, your domestic partner or both of you provide for the personal or financial welfare of the other without a fee; or iii) an individual with whom you have a common law marriage, which is a marriage in a state where such marriages are recognized between a man and a woman arising from the fact that the two live together and hold themselves out as being married.

Group Benefit Plan Purchases

You will not pay an initial sales charge if you purchase Investor Class shares or Class A shares through a group retirement or other benefit plan (other than IRA plans) that meets certain criteria, including:

  • 50 or more participants; or

  • an aggregate investment in shares of any class of the MainStay Funds of $1,000,000 or more; or

  • holds either Investor Class or Class A and Class B shares as a result of the Class B share conversion feature.

However, Investor Class shares or Class A shares purchased through a group retirement or other benefit plan (other than IRA plans) may be subject to a CDSC upon redemption. If your plan currently holds Class B shares, please consult your recordkeeper or other plan administrative service provider concerning their ability to maintain shares in two different classes.

Purchases Through Financial Services Firms

You may be eligible for elimination of the initial sales charge if you purchase shares through a financial services firm (such as a broker/dealer, financial adviser or financial institution) that has a contractual arrangement with the Distributor. The MainStay Funds have authorized these firms (and other intermediaries that the firms may designate) to accept orders. When an authorized firm or its designee has received your order, together with the purchase price of the shares, it is considered received by the MainStay Fund and will be priced at the next computed NAV. Financial services firms may charge transaction fees or other fees and may modify other features such as minimum investment amounts, share class eligibility and exchange privileges.

Please read their program materials for any special provisions or additional service features that may apply to investing in the MainStay Funds through these firms.

529 Plans

When shares of the MainStay Funds are sold to a qualified tuition program operating under Section 529 of the Internal Revenue Code, such a program may purchase Investor Class shares or Class A shares without an initial sales load.

Other Waivers

There are other categories of purchasers who do not pay initial sales charges on Class A shares, such as personnel of the MainStay Funds and of New York Life and its affiliates or shareholders who owned shares of the Service Class of any MainStay Fund as of December 31, 2003. These categories are described in the SAI.

Contingent Deferred Sales Charge on Certain Investor Class and Class A Share Redemptions

If your initial sales charge is waived, we may impose a CDSC of 1.00% if you redeem your shares within one year. The Distributor may pay a commission to dealers on such purchases from its own resources.

For more information about these considerations, call your financial adviser or the Transfer Agent toll free at 800-MAINSTAY (624-6782), and read the information under "Purchase, Redemption, Exchanges and Repurchase—Contingent Deferred Sales Charge, Investor Class and Class A" in the SAI.

Information on Fees

Rule 12b-1 Plans

Each MainStay Fund (except the MainStay Money Market Funds) has adopted a distribution plan under Rule 12b-1 of the 1940 Act for certain classes of shares pursuant to which distribution and/or service (12b-1) fees are paid to the Distributor. Rule 12b-1 fees are calculated and accrued daily and paid monthly. The Investor Class, Class A and Class R2 12b-1 plans typically provide for payment for distribution and/or service activities of up to 0.25% of the average daily net assets of Investor Class, Class A or Class R2 shares, respectively. The Class B and Class C 12b-1 plans each provide for payment of 0.75% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 1.00% of the average daily net assets of Class B and C shares, respectively (0.50% for MainStay Tax Free Bond Fund). The Class R3 12b-1 plan typically provides for payment of 0.25% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 0.50% of the average daily net assets of Class R3 shares. The distribution activities portion of the fee is intended to pay the Distributor for distribution services, which include any activity or expense primarily intended to result in the sale of MainStay Fund shares. The service activities portion of the fee is paid to the Distributor for providing shareholders with personal services and maintaining shareholder accounts. The portion of the 12b-1 fee dedicated to service activities is in addition to the 0.10% of annual net assets paid from the Shareholder Services Plan, with regard to certain classes, as discussed in the section entitled "Shareholder Services Plans." The Distributor may pay all or a portion of the 12b-1 fee to your investment professional. Because 12b-1 fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than some types of sales charges.

Shareholder Services Plans

Each MainStay Fund that offers Class R1, Class R2 or Class R3 shares has adopted a Shareholder Services Plan with respect to those classes. Under the terms of the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares are authorized to pay to New York Life Investments, its affiliates, or independent third-party service providers, as compensation for services rendered to the shareholders of the Class R1, Class R2 or Class R3 shares, a shareholder service fee at the rate of 0.10% on an annualized basis of the average daily net assets of Class R1, Class R2 or Class R3 shares of such MainStay Fund.

Pursuant to the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares may pay for shareholder services or account maintenance services, including assistance in establishing and maintaining shareholder accounts, processing purchase and redemption orders, communicating periodically with shareholders and assisting shareholders who have questions or other needs relating to their account. Because service fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than certain types of sales charges. With respect to the Class R2 and R3 shares, these services are in addition to those services that may be provided under the Class R2 or Class R3 12b-1 plan.

Small Account Fee

Several of the MainStay Funds have a relatively large number of shareholders with small account balances. Small accounts adversely impact the cost of providing transfer agency services. In an effort to reduce total transfer agency expenses, the MainStay Funds have implemented a small account fee. Each shareholder with an account balance of less than $1,000 will be charged an annual per account fee of $20 (assessed semi-annually, as discussed below). The fee may be deducted directly from your account balance. This small account fee will not apply to certain types of accounts including:

  • Class A share and Class I share accounts, retirement plan services bundled accounts and investment-only retirement accounts;

  • accounts with active AutoInvest plans where the MainStay Funds deduct directly from the client's checking or savings account;

  • New York Life Investments SIMPLE IRA Plan Accounts and SEP IRA Accounts that have been funded/established for less than 1 year;

  • certain 403(b)(7) accounts;

  • accounts serviced by unaffiliated broker/dealers or third-party administrators (other than New York Life Investments SIMPLE IRA Plan Accounts); and

  • certain Investor Class accounts where the small account balance is due solely to the conversion from Class B shares.

This small account fee will be deducted in $10 increments on or about March 1st and September 1st of each year. For accounts with balances of less than $10, the remaining balance will be deducted and the account will be closed. The MainStay Funds may, from time to time, consider and implement additional measures to increase average shareholder account size and/or otherwise reduce the cost of transfer agency services. Please contact the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) for more information.

Compensation to Dealers

Financial intermediary firms and their associated financial advisers are paid in different ways for the services they provide to the MainStay Funds and shareholders. Such compensation may vary depending upon the MainStay Fund sold, the amount invested, the share class purchased, the amount of time that shares are held and/or the services provided.

  • The Distributor pays, pursuant to a 12b-1 plan, distribution-related and other service fees to qualified dealers for providing certain shareholder services.

  • The Distributor pays sales concessions to dealers, as described in the tables under "Information on Sales Charges" above, on the purchase price of Investor Class or Class A shares sold subject to a sales charge. The Distributor retains the difference between the sales charge that you pay and the portion that is paid to dealers as a sales concession.

  • The Distributor or an affiliate, from its own resources, may pay a finder's fee or other compensation up to 1.00% of the purchase price of Investor Class or Class A shares, sold at NAV, to dealers at the time of sale.

  • The Distributor pays a sales concession of up to 4.00% on purchases of Class B shares to dealers from its own resources at the time of sale.

  • The Distributor pays a sales concession of up to 1.00% on purchases of Class C shares to dealers from its own resources at the time of sale.

  • In addition to the payments described above, the Distributor or an affiliate, from its own resources or from those of an affiliate, may pay other significant amounts to certain financial intermediary firms, including an affiliated broker/dealer, in connection with the sale of any class of MainStay Fund shares and/or shareholder or account servicing arrangements. These sales and/or servicing fee arrangements vary and may amount to payments of up to 0.30% on new sales and/or up to 0.25% annually on assets held.

  • The Distributor or an affiliate may sponsor training or informational meetings or provide other non-monetary benefits for financial intermediary firms and their associated financial advisors. The Distributor or an affiliate, from its own resources, also may reimburse financial intermediary firms in connection with their marketing activities supporting the MainStay Funds.

  • The Distributor or an affiliate may make payments to financial intermediaries that provide sub-transfer agency and other administrative services in addition to supporting distribution of the MainStay Funds. A portion of these fees may be paid from the Distributor's or its affiliate's own resources.

  • Wholesaler representatives of the Distributor visit brokerage firms on a regular basis to educate financial advisors about the MainStay Funds and to encourage the sale of the MainStay Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of a MainStay Fund, which may vary based on the type of Fund being promoted and/or which financial intermediary firm is listed on the account.

Although the MainStay Funds may use financial firms that sell MainStay Fund shares to execute transactions for a MainStay Fund's portfolio, the MainStay Funds, New York Life Investments and any subadvisor do not consider the sale of MainStay Fund shares as a factor when choosing financial firms to effect those transactions.

Payments made from the Distributor's or an affiliate's own resources do not increase the price or decrease the amount or value of the shares you purchase. However, if investment advisers, distributors or affiliates of mutual funds make such payments in differing amounts, financial intermediary firms and their financial advisors may have financial incentives for recommending a particular mutual fund or a particular share class of that fund over other mutual funds. For example, payments made by the Distributor or an affiliate, as described above, may be used by the financial intermediary firm to reduce or eliminate transaction charges associated with purchases of MainStay Fund shares.

For more information regarding any of the types of compensation described above, see the SAI or consult with your financial intermediary firm or financial adviser. You should also review carefully any disclosure by your financial intermediary firm as to compensation received by that firm and/or your financial adviser.

Buying, Selling, Converting and Exchanging Fund Shares

How to Open Your Account

Investor Class, Class A, B or C Shares

Return your completed MainStay Funds application in good order with a check payable to the MainStay Funds for the amount of your investment to your financial adviser or directly to MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. Please note that if you select Class A shares on your application and you are not eligible to invest in Class A shares, we will treat your application as being in good order but will invest you in Investor Class shares of the same MainStay Fund. Similarly, if you select Investor Class shares and you are eligible to invest in Class A shares we will treat your application as being in good order but will invest you in Class A shares of the same MainStay Fund.

Good order means all the necessary information, signatures and documentation have been fully completed.

Class I, Class R1, Class R2 and Class R3 Shares

If you are participating in a company savings plan, such as a 401(k) plan, profit sharing plan, defined benefit plan or other employee-directed plan, your company will provide you with the information you need to open an account and buy or sell Class I, Class R1, Class R2 or Class R3 shares of the MainStay Funds.

If you are investing through a financial intermediary firm, the firm will assist you with opening an account.

Special Note for MainStay Retirement Funds

The MainStay Retirement Funds are generally sold to retirement plans and individual retirement accounts only through New York Life Retirement Plan Services and certain other financial intermediaries.

If you are investing through a New York Life Retirement Plan Services IRA, you will be provided with account opening and investment materials.

All Classes

You buy shares at NAV (plus, for Investor Class and Class A shares, any applicable sales charge). NAV is generally calculated by each MainStay Fund as of the close of regular trading (usually 4:00 pm Eastern time) on the Exchange every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days when the Exchange is closed. When you buy shares, you must pay the NAV next calculated after we receive your order in good order. Alternatively, the MainStay Funds have arrangements with certain financial intermediary firms whereby purchase orders through these entities are considered received in good order when received by the financial intermediary firm together with the purchase price of the shares ordered. The order will then be priced at a MainStay Fund's NAV next computed after receipt in good order of the order by these entities. Such financial intermediary firms are responsible for timely transmitting the purchase order to the MainStay Funds.

When you open your account, you may also want to choose certain buying and selling options, including transactions by wire. In most cases, these choices can be made later in writing, but it may be quicker and more convenient to decide on them when you open your account.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the MainStay Funds, or your financial adviser on their behalf, must obtain the following information for each person who opens a new account:

  • Name;

  • Date of birth (for individuals);

  • Residential or business street address (although post office boxes are still permitted for mailing); and

  • Social security number or taxpayer identification number.

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

Federal law prohibits the MainStay Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

After an account is opened, the MainStay Funds may restrict your ability to purchase additional shares until your identity is verified. The MainStay Funds also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

Conversions Between Share Classes

In addition to any automatic conversion features described above in this Shareholder Guide with respect to Investor Class, Class A and Class B shares, you generally may also elect to convert your shares on a voluntary basis into another share class of the same MainStay Fund for which you are eligible. However, the following limitations apply:

  • Investor Class and Class A shares that remain subject to a CDSC are ineligible for a voluntary conversion; and

  • All Class B and Class C shares are ineligible for a voluntary conversion.

These limitations do not impact any automatic conversion features described elsewhere in this Shareholder Guide with respect to Investor Class, Class A and Class B shares.

An investor or an investor's financial intermediary may contact the MainStay Funds to request a voluntary conversion between share classes of the same MainStay Fund. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any sales load, fee or other charge. If you fail to remain eligible for the new share class, you may be converted automatically back to your original share class, or into another share class, if appropriate. Although the MainStay Funds expect that a conversion between share classes of the same MainStay Fund should not result in the recognition of a gain or loss for tax purposes, you should consult with your own tax adviser with respect to the tax treatment of your investment in a MainStay Fund. The MainStay Funds may change, suspend or terminate this conversion feature at any time.

Opening Your Account - Individual Shareholders
How Details

By wire:

You or your financial adviser should call us toll-free at 800-MAINSTAY (624-6782) to obtain an account number and wiring instructions. Wire the purchase amount to:

State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds
    (DDA #99029415)

  • Attn: Custody and Shareholder Services

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

By mail:

Return your completed MainStay Funds Application with a check for the amount of your investment to:

MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your checks payable to MainStay Funds.

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s); and

  • MainStay Fund name and class of shares.

Buying additional shares of the MainStay Funds - Individual Shareholders
How Details

By wire:

Wire the purchase amount to:
State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds (DDA #99029415)

  • Attn: Custody and Shareholder Services.

Please take note of the applicable minimum investment amounts for your Fund and share class. The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

Electronically:

Call, or have your financial adviser call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open to make an ACH purchase.

Visit us at mainstayinvestments.com

Eligible investors can purchase shares by using electronic debits from a designated bank account. Please take note of the applicable minimum investment amounts for your Fund and share class.

  • The maximum ACH purchase amount is $100,000.

  • We must have your bank information on file.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your check payable to MainStay Funds. Please take note of the applicable minimum investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Selling Shares - Individual Shareholders
How Details

By contacting your

financial adviser:

  • You may sell (redeem) your shares through your financial adviser or by any of the methods described below.

By phone:

To receive proceeds by check: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open.

  • Generally, after receiving your sell order by phone, we will send a check to the account owner at the owner's address of record the next business day, although it may take up to seven days to do so. Generally, we will not send checks to addresses on record for 30 days or less.

  • The maximum order we can process by phone is $100,000.

To receive proceeds by wire: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by bank wire to your bank on file the next business day, although it may take up to seven days to do so. Your bank may charge you a fee to receive the wire transfer.

  • We must have your bank account information on file.

  • There is an $11 fee for wire redemptions, except no fee applies to redemptions of Class I shares.

  • Generally, the minimum wire transfer amount is $1,000.

To receive proceeds electronically by ACH: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by ACH transfer to your designated bank account on file the next business day, although it may take up to seven days to do so.

  • We must have your bank account information on file.

  • Proceeds may take 2-3 business days to reach your bank account.

  • There is no fee from us for this transaction.

  • The maximum ACH transfer amount is $100,000.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Write a letter of instruction that includes:

  • your name(s) and signature(s);

  • your account number;

  • MainStay Fund name and class of shares; and

  • dollar amount or share amount you want to sell.

A Medallion Signature Guarantee may be required.

There is a $15 fee for Class A shares ($25 fee for Investor Class, Class B and Class C shares) for checks mailed to you via overnight service.

By internet:

Visit us at mainstayinvestments.com

General Policies

The following are our general policies regarding the purchase and sale of MainStay Fund shares. The MainStay Funds reserve the right to change these policies at any time. Certain retirement plans and/or financial intermediaries may adopt different policies. Consult your plan or account documents for the policies applicable to you.

Buying Shares

  • All investments must be in U.S. dollars with funds drawn on a U.S. bank. We generally will not accept payment in the following forms: travelers checks, personal money orders, credit card convenience checks, cash or starter checks.

  • Generally, we do not accept third-party checks, and we reserve the right to limit the number of checks processed at one time.

  • If your investment check or ACH purchase does not clear, your order will be canceled and your account will be responsible for any losses or fees a MainStay Fund incurs as a result. Your account will be charged a $20 fee for each returned check or ACH purchase. In addition, a MainStay Fund may also redeem shares to cover any losses it incurs as a result. If an AutoInvest payment is returned unpaid for two consecutive periods, the privilege will be suspended until you notify us to reinstate it.

  • A MainStay Fund may, in its discretion, reject, restrict or cancel, in whole or in part, without prior notice, any order for the purchase of shares.

  • To limit expenses, the MainStay Funds do not issue share certificates at this time.

  • To buy shares by wire the same day, we generally must receive your wired money by 4:00 pm Eastern time. To buy shares electronically, generally call before 4:00 pm Eastern time to buy shares at the current day's NAV. With respect to MainStay Principal Preservation Fund, purchase requests received in good order and payments received by wire will be priced at the next calculated NAV (1:00 pm Eastern time or 4:00 pm Eastern time).

Selling Shares

  • If you have share certificates, you must return them with a written redemption request.

  • Your shares will be sold at the next NAV calculated after we receive your request in good order. We will make the payment within seven days after receiving your request in good order.

  • If you buy shares by check or by ACH purchase and quickly decide to sell them, the MainStay Fund may withhold payment for up to 10 days from the date the check or ACH purchase order is received.

  • When you sell Class B or Class C shares, or Investor Class or Class A shares when applicable, the MainStay Fund will recover any applicable sales charges either by selling additional shares, if available, or by reducing your proceeds by the amount of those charges.

  • There will be no redemption during any period in which the right of redemption is suspended or date of payment is postponed because the Exchange is closed or trading on the Exchange is restricted or the SEC deems an emergency to exist. In addition, in the case of the MainStay Money Market Funds, the Board may suspend redemptions and irrevocably approve the liquidation of a MainStay Money Market Fund as permitted by applicable law.

  • Unless you decline telephone privileges on your application, you may be responsible for any fraudulent telephone order as long as we take reasonable measures to verify the order.

  • Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses, however, may be denied.

  • We require a written order to sell shares if an account has submitted a change of address during the previous 30 days, unless the proceeds of the sell order are directed to your bank account on file with us.

  • We require a written order to sell shares and a Medallion Signature Guarantee if:

    • We do not have on file required bank information to wire funds;

    • the proceeds from the sale will exceed $100,000;

    • the proceeds of the sale are to be sent to an address other than the address of record; or

    • the proceeds are to be payable to someone other than the account holder(s).

  • In the interests of all shareholders, we reserve the right to:

    • change or discontinue exchange privileges upon notice to shareholders, or temporarily suspend this privilege without notice under extraordinary circumstances;

    • change or discontinue the systematic withdrawal plan upon notice to shareholders;

    • close accounts with balances less than $250 invested in Investor Class shares or $750 invested in all other classes of shares (by redeeming all shares held and sending proceeds to the address of record); and/or

    • change the minimum investment amounts.

  • There is no fee for wire redemptions of Class I shares.

  • Call before 4:00 pm Eastern time to generally sell shares at the current day's NAV.

  • With respect to MainStay Principal Preservation Fund, you can receive redemption proceeds by wire only if your account is authorized to do so. If you call in your redemption order before 1:00 pm Eastern time you may request that your redemption proceeds be wired to you the same day. Such redemption proceeds will normally be wired on the same day, however the Fund reserves the right to refuse, cancel, limit or rescind any request to receive same day wire redemption proceeds. Please note that if you request that redemption proceeds be wired to you the same day, shares sold will not be entitled to that day's dividend, if available. Otherwise, with respect to any other redemption request, shares sold will be entitled to that day's dividend, if available.

Additional Information

You may receive confirmations that describe your transactions. You should review the information in the confirmation statements carefully. If you notice an error, you should call the MainStay Funds or your financial adviser immediately. If you or your financial adviser fails to notify the MainStay Funds within one year of the transaction, you may be required to bear the costs of correction.

The policies and fees described in this Prospectus govern transactions with the MainStay Funds. If you invest through a third party—bank, broker, 401(k), financial adviser or financial supermarket—there may be transaction fees for, and you may be subject to, different investment minimums or limitations on buying or selling shares. Accordingly, the net yield to investors who purchase through financial intermediaries may be less than the net yield earned by investors who invest in a MainStay Fund directly. Consult a representative of your plan or financial institution if in doubt.

From time to time any of the MainStay Funds may close and reopen to new investors or new share purchases at their discretion. Due to the nature of their portfolio investments, certain MainStay Funds may be more likely to close and reopen than others. If a MainStay Fund is closed, either to new investors or new share purchases, and you redeem your total investment in the MainStay Fund, your account will be closed and you will not be able to make any additional investments in the MainStay Fund. If a MainStay Fund is closed to new investors, you may not exchange shares of other MainStay Funds for shares of that MainStay Fund unless you are already a shareholder of such MainStay Fund.

Medallion Signature Guarantees

A Medallion Signature Guarantee helps protect against fraud. To protect your account, each MainStay Fund and the Transfer Agent from fraud, Medallion Signature Guarantees are required to enable us to verify the identity of the person who has authorized redemption proceeds to be sent to a third party or a bank not previously established on the account. Medallion Signature Guarantees are also required for redemptions of $100,000 or more from an account, and for share transfer requests. Medallion Signature Guarantees must be obtained from certain eligible financial institutions that are participants in the Securities Transfer Association Medallion Program, the Stock Exchange Medallion Program, or the New York Stock Exchange Medallion Signature Program. Eligible guarantor institutions provide Medallion Signature Guarantees that are covered by surety bonds in various amounts. It is your responsibility to ensure that the Medallion Signature Guarantee that you acquire is sufficient to cover the total value of your transaction(s). If the surety bond amount is not sufficient to cover the requested transaction(s), the Medallion Signature Guarantee will be rejected.

Signature guarantees that are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable.

Investing for Retirement

You can purchase shares of most, but not all, of the MainStay Funds for retirement plans providing tax-deferred investments for individuals and institutions. You can use MainStay Funds in established plans or the Distributor may provide the required plan documents for selected plans. A plan document must be adopted for a plan to be in existence.

Custodial services are available for IRA, Roth IRA and Coverdell Education Savings Accounts ("CESA") (previously named Education IRA) as well as SEP and SIMPLE IRA plans. Plan administration is also available for select qualified retirement plans. An investor should consult with his or her tax adviser before establishing any tax-deferred retirement plan.

Not all MainStay Funds are available for all types of retirement plans or through all distribution channels. Please contact the MainStay Funds at 800-MAINSTAY (624-6782) for further details.

Purchases-In-Kind

You may purchase shares of a MainStay Fund by transferring securities to a MainStay Fund in exchange for MainStay Fund shares ("in-kind purchase"). In-kind purchases may be made only upon the MainStay Funds' approval and determination that the securities are acceptable investments for the MainStay Fund and are purchased consistent with the MainStay Fund's procedures relating to in-kind purchases.

Redemptions-In-Kind

The MainStay Funds reserve the right to pay certain large redemptions, either totally or partially, by a distribution-in-kind of securities (instead of cash) from the applicable MainStay Fund's portfolio, consistent with the MainStay Fund's procedures relating to in-kind redemptions and in accordance with the 1940 Act and rules and interpretations of the SEC thereunder.

The Reinvestment Privilege May Help You Avoid Sales Charges

When you sell shares, you have the right—for 90 days—to reinvest any or all of the money in the same account and class of shares without paying another sales charge (so long as (1) those shares haven't been reinvested once already; (2) your account is not subject to a 30-day block as described in "Excessive Purchases and Redemptions or Exchanges"; and (3) you are not reinvesting your required minimum distribution). If you paid a sales charge when you redeemed, you will receive a pro rata credit for reinvesting in the same account and class of shares.

Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses may, however, be denied and, in some cases, sales charges may not be taken into account in computing gains or losses if the reinvestment privilege is exercised.

Convenient, yes...but not risk-free. Telephone redemption privileges are convenient, but you give up some security. When you sign the application to buy shares, you agree that the MainStay Funds will not be liable for following phone instructions that they reasonably believe are genuine. When using the MainStay Audio Response System or the internet, you bear the risk of any loss from your errors unless we fail to use established safeguards for your protection. The following safeguards are among those currently in place at MainStay Funds:

  • all phone calls with service representatives are recorded; and

  • written confirmation of every transaction is sent to your address of record.

We reserve the right to suspend the MainStay Audio Response System and internet site at any time or if the systems become inoperable due to technical problems.

MainStay Money Market Fund Check Writing

You can sell shares of MainStay Money Market Fund by writing checks for an amount that meets or exceeds the pre-set minimum stated on your check. You need to complete special forms to set up check writing privileges. You cannot close your account by writing a check. This option is not available for IRAs, CESAs, 403(b)(7)s or qualified retirement plans.

Shareholder Services

Automatic Services

Buying or selling shares automatically is easy with the services described below. You select your schedule and amount, subject to certain restrictions. You can set up most of these services on your application, by accessing your shareholder account on the internet at mainstayinvestments.com, by contacting your financial adviser for instructions, or by calling us toll-free at 800-MAINSTAY (624-6782) for a form.

Systematic Investing—Individual Shareholders Only

MainStay offers four automatic investment plans:

  1. AutoInvest
    If you obtain authorization from your bank, you can automatically debit your designated bank account to:

    • make regularly scheduled investments; and/or

    • purchase shares whenever you choose.

  2. Dividend or Capital Gains Reinvestment
    Automatically reinvest dividends, distributions or capital gains from one MainStay Fund into the same MainStay Fund or the same class of any other MainStay Fund. Accounts established with dividend or capital gains reinvestment must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class.

  3. Payroll Deductions
    If your employer offers this option, you can make automatic investments through payroll deduction.

  4. Systematic Exchange
    Exchanges must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. Automatically reinvest a share or dollar amount from one MainStay Fund into any other MainStay Fund. Accounts established with a systematic exchange must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class. Please see "Exchanging Shares Among MainStay Funds" for more information.

Systematic Withdrawal Plan—Individual Shareholders Only

Withdrawals must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. The above minimums are waived for IRA and 403(b)(7) accounts where the systematic withdrawal represents required minimum distributions.

The MainStay Funds will not knowingly permit systematic withdrawals if, at the same time, you are making periodic investments.

Exchanging Shares Among MainStay Funds

You exchange shares when you sell all or a portion of shares in one MainStay Fund and use the proceeds to purchase shares of the same class of another MainStay Fund at NAV. Investment minimums and eligibility requirements apply to exchanges. Please note that certain MainStay Funds have higher investment minimums. An exchange of shares of one MainStay Fund for shares of another MainStay Fund will be treated as a sale of shares of the first MainStay Fund and as a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxes. You may make exchanges from one MainStay Fund to another by phone. There is also a systematic exchange program that allows you to make regularly scheduled, systematic exchanges from one MainStay Fund to the same class of another MainStay Fund. When you redeem exchanged shares without a corresponding purchase of another MainStay Fund, you may have to pay any applicable contingent deferred sales charge. If you choose to sell Class B or Class C shares and then separately buy Investor Class or Class A shares, you may have to pay a deferred sales charge on the Class B or Class C shares, as well as pay an initial sales charge on the purchase of Investor Class or Class A shares.

You also may exchange shares of a MainStay Fund for shares of an identical class, if offered, of any series of certain other open-end investment companies sponsored, advised or administered by New York Life Investments or any affiliate thereof, some of which are offered in this Prospectus and some of which are offered in separate prospectuses, including:

  • MainStay 130/30 Core Fund

  • MainStay 130/30 Growth Fund

  • MainStay 130/30 International Fund

  • MainStay Balanced Fund

  • MainStay Cash Reserves Fund

  • MainStay Common Stock Fund

  • MainStay Conservative Allocation Fund

  • MainStay Convertible Fund

  • MainStay Epoch Global Choice Fund

  • MainStay Epoch Global Equity Yield Fund

  • MainStay Epoch International Small Cap Fund

  • MainStay Epoch U.S. All Cap Fund

  • MainStay Epoch U.S. Equity Fund

  • MainStay Flexible Bond Opportunities Fund

  • MainStay Floating Rate Fund

  • MainStay Global High Income Fund

  • MainStay Government Fund

  • MainStay Growth Allocation Fund

  • MainStay Growth Equity Fund

  • MainStay High Yield Corporate Bond Fund

  • MainStay High Yield Municipal Bond Fund

  • MainStay High Yield Opportunities Fund

  • MainStay ICAP Equity Fund

  • MainStay ICAP Global Fund

  • MainStay ICAP International Fund

  • MainStay ICAP Select Equity Fund

  • MainStay Income Builder Fund

  • MainStay Indexed Bond Fund

  • MainStay Intermediate Term Bond Fund

  • MainStay International Equity Fund

  • MainStay Large Cap Growth Fund

  • MainStay MAP Fund

  • MainStay Moderate Allocation Fund

  • MainStay Moderate Growth Allocation Fund

  • MainStay Money Market Fund

  • MainStay Principal Preservation 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 Tax Free Bond Fund

  • MainStay U.S. Small Cap Fund

You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new investors unless you are already a shareholder of that MainStay Fund. You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new share purchases or not offered for sale in your state.

Selling and exchanging shares may result in a gain or loss and therefore may be subject to taxes. Consult your tax adviser on the consequences.

Before making an exchange request, read the prospectus of the MainStay Fund you wish to purchase by exchange. You can obtain a prospectus for any MainStay Fund by contacting your broker, financial adviser or other financial institution, by visiting mainstayinvestments.com or by calling the MainStay Funds at 800-MAINSTAY (624-6782).

The exchange privilege is not intended as a vehicle for short term trading, nor are the MainStay Funds designed for professional market timing organizations or other entities or individuals that use programmed frequent exchanges in response to market fluctuations. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders (see "Excessive Purchases and Redemptions or Exchanges").

The MainStay Funds reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange consistent with the requirements of the 1940 Act and rules and interpretations of the SEC thereunder.

In certain circumstances you may have to pay a sales charge.

In addition, if you exchange Class B or Class C shares of a MainStay Fund into Class B or Class C shares of the MainStay Money Market Fund or you exchange Investor Class shares or Class A shares of a MainStay Fund subject to the 1.00% CDSC into Investor Class shares or Class A shares of the MainStay Money Market Fund, the holding period for purposes of determining the CDSC stops until you exchange back into Investor Class, Class A, Class B or Class C shares, as applicable, of another MainStay Fund. The holding period for purposes of determining conversion of Class B shares into Investor Class or Class A shares also stops until you exchange back into Class B shares of another non-money market MainStay Fund.

Certain clients of NYLIFE Securities LLC who purchased more than $50,000 of Class B shares of the MainStay Funds between January 1, 2003 and June 27, 2007 have the right to convert their Class B shares for Class A shares of the same MainStay Fund at the NAV next computed and without imposition of a contingent deferred sales charge.

Daily Dividend Fund Exchanges

If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares of the same class in another MainStay Fund, any dividends that have been declared but not yet distributed will be credited to the new MainStay Fund account. If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares in more than one MainStay Fund, undistributed dividends will be credited to each of the new MainStay Funds according to the number of exchanged shares in each MainStay Fund.

We try to make investing easy by offering a variety of programs to buy, sell and exchange MainStay Fund shares. These programs make it convenient to add to your investment and easy to access your money when you need it.

Excessive Purchases and Redemptions or Exchanges

The MainStay Funds are not intended to be used as a vehicle for excessive or short-term trading (such as market timing). The interests of a MainStay Fund's shareholders and the MainStay Fund's ability to manage its investments may be adversely affected by excessive purchases and redemptions or exchanges of MainStay Fund shares over the short term. When large dollar amounts are involved, excessive trading may disrupt efficient implementation of a MainStay Fund's investment strategies or negatively impact MainStay Fund performance. For example, the Manager or a MainStay Fund's subadvisor might have to maintain more of a MainStay Fund's assets in cash or sell portfolio securities at inopportune times to meet unanticipated redemptions. By realizing profits through short-term trading, shareholders that engage in excessive purchases and redemptions or exchanges of MainStay Fund shares may dilute the value of shares held by long-term shareholders. MainStay Funds investing in securities that are thinly traded, trade infrequently or are relatively illiquid (such as foreign securities, high-yield securities and small-cap securities) may attract investors seeking to profit from short-term trading strategies that exploit the special valuation issues applicable to these types of holdings to a greater degree than other types of funds, and thus, may be more vulnerable to the risks associated with such activity. For MainStay Funds that invest in foreign investments, securities may be listed on foreign exchanges that trade on days when the MainStay Fund does not calculate NAV, and as a result the market value of the MainStay Fund's investments may change on days when you cannot purchase or redeem MainStay Fund shares. Furthermore, foreign securities traded on foreign exchanges present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the foreign exchange but prior to the close of the Exchange. Accordingly, the Board has adopted and implemented policies and procedures designed to discourage, detect and prevent frequent purchases and redemptions or exchanges of MainStay Fund shares in order to protect long-term MainStay Fund shareholders. These policies are discussed more fully below. There is the risk that the MainStay Funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. A MainStay Fund may change its policies or procedures at any time without prior notice to shareholders.

The MainStay Funds reserve the right to restrict, reject or cancel, without prior notice, any purchase or exchange order for any reason, including any purchase or exchange order accepted by any investor's financial intermediary firm. Any such rejection or cancellation of an order placed through a financial intermediary will occur, under normal circumstances, within one business day of the financial intermediary transmitting the order to the MainStay Funds. In addition, the MainStay Funds reserve the right to reject, limit, or impose other conditions (that are more restrictive than those otherwise stated in the Prospectuses) on purchases or exchanges or to close or otherwise limit accounts based on a history of frequent purchases and redemptions of MainStay Fund shares that could adversely affect a MainStay Fund or its operations, including those from any individual or group who, in the MainStay Funds' judgment, is likely to harm MainStay Fund shareholders. Pursuant to the MainStay Funds' policies and procedures, a MainStay Fund may permit short-term purchases or exchanges that it believes, in the exercise of its judgment, are not disruptive or harmful to the MainStay Fund's long-term shareholders. For example, transactions conducted through systematic investment or withdrawal plans and trades within a MainStay Money Market Fund are not subject to the surveillance procedures. Exceptions are subject to the advance approval by the MainStay Funds' Chief Compliance Officer, among others, and are subject to Board oversight. Apart from trading permitted or exceptions granted in accordance with the MainStay Funds' policies and procedures, no MainStay Fund accommodates, nor has any arrangement to permit, frequent purchases and redemptions of MainStay Fund shares.

The MainStay Funds, through New York Life Investments and the Distributor, maintain surveillance procedures to detect excessive or short-term trading in MainStay Fund shares. As part of this surveillance process, the MainStay Funds examine transactions in MainStay Fund shares that exceed certain monetary thresholds or numerical limits within a specified period of time. The MainStay Funds also may consider the history of trading activity in all accounts known to be under common ownership, control or influence. To the extent identified under these surveillance procedures, a MainStay Fund will place a "block" on any account if, during any 30-day period, there is (1) a purchase or exchange into the account following a redemption or exchange from such account or (2) a redemption or exchange from the account following a purchase or exchange into such account. An account that is blocked will not be permitted to place future purchase or exchange requests for an additional 30-day period in that MainStay Fund. The MainStay Funds may modify their surveillance procedures and criteria from time to time without prior notice, as necessary or appropriate to improve the detection of excessive or short-term trading or to address specific circumstances. In certain instances when deemed appropriate, the MainStay Funds may rely on a financial intermediary to apply its market timing procedures to an omnibus account. In certain cases, these procedures may be less restrictive than the MainStay Funds' procedures. Routine allocation and rebalancing activities made by certain asset allocation programs, funds-of-funds, or other collective investment strategies may not be subject to the surveillance procedures if the manager of such strategies represents to the satisfaction of the MainStay Funds' Chief Compliance Officer that such investment programs and strategies are consistent with the MainStay Funds' objective of avoiding disruption due to market timing.

In addition to these measures, the MainStay Funds may from time to time impose a redemption fee on redemptions or exchanges of MainStay Fund shares made within a certain period of time in order to deter excessive or short-term trading and to offset certain costs associated with such trading.

While the MainStay Funds discourage excessive or short-term trading, there is no assurance that the MainStay Funds or their procedures will be able to effectively detect such activity or participants engaging in such activity, or, if it is detected, to prevent its recurrence. The MainStay Funds' ability to reasonably detect all such trading may be limited, for example, where the MainStay Funds must rely on the cooperation of and/or information provided by financial intermediaries or retirement plans or where the costs of surveillance on certain trading exceeds the anticipated benefit of such surveillance to MainStay Fund shareholders.

Fair Valuation and Portfolio Holdings Disclosure

Determining the MainStay Funds' Share Prices and the Valuation of Securities

Each MainStay Fund generally calculates its NAV at the close of regular trading on the Exchange (usually 4:00 pm Eastern time) every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days on which the Exchange is closed. The NAV per share for a class of shares is determined by dividing the value of the net assets attributable to that class by the number of shares of that class outstanding on that day.

The value of a MainStay Fund's other investments is generally based (in whole or in part) on current market prices (amortized cost, in the case of MainStay Money Market Funds). If current market values of the MainStay Funds' investments are not available or, in the judgment of New York Life Investments, do not accurately reflect the fair value of a security, the security will be valued by another method that the Board believes in good faith accurately reflects fair value. Changes in the value of a MainStay Fund's portfolio securities after the close of trading on the principal markets in which the portfolio securities trade will not be reflected in the calculation of NAV unless New York Life Investments, in consultation with the subadvisor (if applicable), deems a particular event could materially affect the NAV. In this case, an adjustment in the valuation of the securities may be made in accordance with procedures adopted by the Board. A MainStay Fund may invest in portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the MainStay Fund does not price its shares. The NAV of a MainStay Fund's shares may change on days when shareholders will not be able to purchase or redeem shares.

With respect to any portion of a MainStay Fund's assets invested in one or more Underlying Funds, the MainStay Fund's NAV is calculated based upon the NAVs of those Underlying Funds.

The Board has adopted valuation procedures for the MainStay Funds and has delegated day-to-day responsibility for fair value determinations to the MainStay Funds' Valuation Committee. Determinations of the Valuation Committee are subject to review and ratification by the Board at its next regularly scheduled meeting after the fair valuations are determined. Fair value determinations may be based upon developments related to a specific security or events affecting securities markets. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The MainStay Funds expect to use fair value pricing for securities actively traded on U.S. exchanges only under very limited circumstances. The MainStay Funds may use fair value pricing more frequently for foreign securities. Where foreign securities markets close earlier than U.S. markets, the value of the securities may be affected by significant events or volatility in the U.S. markets occurring after the close of those foreign securities markets. To account for this, certain MainStay Funds, notably the MainStay International Equity Funds, have fair valuation procedures which include a procedure whereby foreign securities may be valued based on third-party vendor modeling tools to the extent available.

Portfolio Holdings Information

A description of the MainStay Funds' policies and procedures with respect to the disclosure of each of the MainStay Funds' portfolio securities holdings is available in the SAI. Generally, a complete schedule of each of the MainStay Funds' portfolio holdings will be made public on the MainStay Funds' website at mainstayinvestments.com no earlier than 30 days after month-end, except as noted below. You may also obtain this information by calling toll-free 800-MAINSTAY (624-6782) .

The MainStay Money Market Funds will post on the MainStay Funds' website their complete schedules of portfolio holdings as of the last business day of the prior month, no later than the fifth business day following month-end. The MainStay Money Market Funds' postings will remain on the MainStay Funds' website for a period of at least six months after posting. Also, in the case of the MainStay Money Market Funds, certain portfolio information will be provided in monthly holdings reports to the SEC on Form N-MFP. Form N-MFP will be made available to the public by the SEC 60 days after the end of the month to which the information pertains, and a link to each of the most recent 12 months of filings on Form N-MFP will be provided on the MainStay Funds' website.

MainStay High Yield Corporate Bond Fund will not post its portfolio holdings monthly, but rather will post its complete schedule of portfolio holdings on the MainStay Funds' website as of the last day of each calendar quarter, no earlier than 60 days after the end of the reported quarter. Such disclosure will remain accessible on the website until the posting of the following quarter-end information.

The portfolio holdings for MainStay Funds subadvised by Institutional Capital LLC will be made available as of the last day of each calendar month no earlier than 15 days after the end of the reported month.

In addition, each MainStay Fund's ten largest holdings, as reported on a quarter-end basis, will be made public no earlier than 15 days after the end of each calendar quarter. The MainStay Funds' quarterly top ten holdings information is also provided in the Annual Reports and Semi-Annual Reports and in the quarterly holdings report to the SEC on Form N-Q.

Fund Earnings

Dividends and Interest

Most funds earn either dividends from stocks, interest from bonds and other securities, or both. A mutual fund, however, always pays this income to you as "dividends." The dividends paid by each MainStay Fund will vary based on the income from its investments and the expenses incurred by the MainStay Fund.

We reserve the right to automatically reinvest dividend distributions of less than $10.00.

Dividends and Distributions

Each MainStay Fund intends to distribute substantially all of its net investment income and capital gains to shareholders at least once a year to the extent that dividends and/or capital gains are available for distribution. The MainStay Funds declare and pay dividends as set forth below:

Dividends are normally paid on the last business day of the month after a dividend is declared. However, for administrative reasons, dividends that are to be paid at the end of a calendar quarter may be paid prior to the last day of the month after a dividend is declared.

You generally begin earning dividends the next business day after we receive your purchase request in good order. When buying shares of MainStay Principal Preservation Fund, you begin earning dividends the same day, if available, only if your purchase request is received in good order and payment is received by wire prior to 1:00 pm Eastern time.

Buy after the dividend payment. Avoid buying shares shortly before a dividend payment. Part of your investment may be returned in the form of a dividend, which may be taxable.

Capital Gains

The MainStay Funds earn capital gains when they sell securities at a profit.

When the Funds Pay Capital Gains

The MainStay Funds will normally declare and distribute any capital gains to shareholders annually, typically in December.

How to Take Your Earnings

You may receive your portion of MainStay Fund earnings in one of seven ways. You can make your choice at the time of application, and change it as often as you like by notifying your financial adviser (if permitted) or us directly. The seven choices are:

  1. Reinvest dividends and capital gains in:

    • the same MainStay Fund; or

    • another MainStay Fund of your choice (other than a MainStay Fund that is closed, either to new investors or to new share purchases).

  2. Take the dividends in cash and reinvest the capital gains in the same MainStay Fund.

  3. Take the capital gains in cash and reinvest the dividends in the same MainStay Fund.

  4. Take a percentage of dividends or capital gains in cash and reinvest the remainder in the same MainStay Fund.

  5. Take dividends and capital gains in cash.

  6. Reinvest all or a percentage of the capital gains in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the dividends in the original MainStay Fund.

  7. Reinvest all or a percentage of the dividends in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the capital gains in the original MainStay Fund.

If you do not make one of these choices on your application, your earnings will be automatically reinvested in the same class of shares of the same MainStay Fund.

If you prefer to reinvest dividends and/or capital gains in another MainStay Fund, you must first establish an account in that class of shares of the MainStay Fund. There is no sales charge on shares purchased through the automatic reinvestment of dividends or capital gains.

Understand the Tax Consequences

MainStay Equity Funds, MainStay Income Funds and MainStay Blended Funds (Except MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund)

Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable law. If you are not a tax-exempt shareholder virtually all of the dividends and capital gains distributions you receive from the MainStay Funds are taxable, whether you take them as cash or automatically reinvest them. A MainStay Fund's realized earnings are taxed based on the length of time a MainStay Fund holds its investments, regardless of how long you hold MainStay Fund shares. Generally, if a MainStay Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains; income generated on debt investments, dividend income and other sources are generally taxed as ordinary income upon distribution. The current long-term capital gains maximum tax rate of 15% is scheduled to increase to 20% after 2012. Earnings of a MainStay Equity Fund, if any, will generally be a result of capital gains that may be taxed as either long-term capital gains or short-term capital gains (taxed as ordinary income). Earnings generated by interest received on fixed-income securities (particularly earnings generated by a MainStay Income Fund) generally will be a result of income generated on debt investments and will be taxable as ordinary income.

For individual shareholders, a portion of the dividends received from the MainStay Equity Funds, MainStay Blended Funds and/or the MainStay Global High Income Fund may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that such MainStay Funds receive qualified dividend income from domestic corporations and certain qualified foreign corporations and that certain holding period and other requirements are met. The shareholder must also generally satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distribution. For corporate shareholders, a portion of the dividends received from the MainStay Funds may qualify for the corporate dividends received deductions. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

Since many of the stocks in which the MainStay Equity Funds and MainStay Blended Funds invest do not pay significant dividends, it is not likely that a substantial portion of the distributions by such MainStay Funds will qualify for the 15% maximum rate or the corporate dividends received deduction. It is also not expected that any portion of the distributions by the MainStay Income Funds will qualify for the 15% rate.

MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund

The MainStay High Yield Municipal Bond and MainStay Tax Free Bond Funds' distributions to shareholders are generally expected to be tax-exempt. A portion of the distributions may be subject to the Alternative Minimum Tax. In addition, these MainStay Funds may also derive taxable income and/or capital gains, and distributions to shareholders of any such taxable income or capital gains would generaly be taxable whether you take them as cash or automatically reinvest them. These MainStay Funds' realized earnings, if any, from capital gains are taxed based on the length of time such MainStay Fund holds investments, regardless of how long you hold MainStay Fund shares. If the MainStay High Yield Municipal Bond Fund or MainStay Tax Free Bond Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains and taxable income generated on debt investments and other sources are generally taxed as ordinary income upon distribution.

"Tax-Free" Rarely Means "Totally Tax-Free"

  • A tax-free fund may earn taxable income—in other words, you may have taxable income even from a generally tax-free fund.

  • Tax-exempt dividends may still be subject to state and local taxes.

  • Any time you sell shares—even shares of a tax-free fund—you will be subject to tax on any gain (the rise in the share price above the price at which you purchased the shares).

  • If you sell shares of a tax-free fund at a loss after receiving a tax-exempt dividend, and you have held the shares for six months or less, then you may not be allowed to claim a loss on the sale.

  • If you sell shares in a tax-free fund before you become entitled to receive tax-exempt interest as a dividend, the amount that would have been treated as a tax-free dividend will instead be treated as a taxable part of the sales proceeds.

  • Some tax-exempt income may be subject to the alternative minimum tax.

  • Capital gains declared in a tax-free fund are not tax-free.

MainStay Retirement Funds and MainStay Asset Allocation Funds

Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable tax law. If you are not a tax-exempt shareholder, virtually all of the dividends and capital gains distributions you receive from the MainStay Asset Allocation and MainStay Retirement Funds are taxable, whether you take them as cash or automatically reinvest them. These MainStay Funds can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of the long-term capital gains of either the MainStay Asset Allocation, MainStay Retirement Funds or Underlying Funds will generally be taxed as long-term capital gains. The current long-term capital gains maximum rate of 15% is scheduled to increase to 20% after 2012. Other distributions, including short-term capital gains, will be taxed as ordinary income. The structure of these MainStay Funds and the reallocation of investments among Underlying Funds could affect the amount, timing and character of distributions.

For individual shareholders, a portion of the dividends received from the MainStay Asset Allocation Funds and MainStay Retirement Funds may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that the Underlying Funds receive qualified dividend income from domestic corporations and certified foreign corporations and that certain holding periods and other requirements are met. The shareholder must also satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distributions. Since many of the stocks in which the Underlying Funds invest do no pay significant dividends, it is not likely that a substantial portion of the distributions by the MainStay Asset Allocation Funds and MainStay Retirement Funds will qualify for the 15% maximum rate. For corporate shareholders, a portion of the dividends received from these MainStay Funds may qualify for the corporate dividends received deduction. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

Tax Reporting and Withholding (All MainStay Funds)

We will mail your tax report each year by January 31. This report will tell you which dividends and redemption proceeds should be treated as taxable ordinary income, which, if any, as tax-exempt income, and which, if any, as long term capital gains.

The MainStay Funds may be required to withhold U.S. Federal income tax, currently at the rate of 28% (scheduled to increase to 31% after 2012), of all taxable distributions payable to you if you fail to provide the MainStay Funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Such withholding is not an additional tax and any amounts withheld may be credited against your U.S. Federal income tax liability.

Non-U.S. shareholders will generally be subject to U.S. tax withholding at the rate of 30% (or a lower rate under a tax treaty if applicable) on distributions by the MainStay Funds.

Return of Capital (All MainStay Funds)

If a MainStay Fund's distributions exceed its income and capital gains realized in any year, such excess distributions will constitute a return of capital for federal income tax purposes. A return of capital generally will not be taxable to you at the time of the distribution, but will reduce the cost basis of your shares and result in a higher reported capital gain or a lower reported capital loss when you sell shares.

However, if a MainStay Fund has available capital loss carryforwards to offset its capital gains realized in any year, and its distributions exceed its income alone, all or a portion of the excess distributions may not be treated, for tax purposes, as a return of capital, and would be taxable to shareholders as ordinary income.

Tax Treatment of Exchanges (All MainStay Funds)

An exchange of shares of one MainStay Fund for shares of another will be treated as a sale of shares of the first MainStay Fund and a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxation if you are not a tax-exempt shareholder.

Seek professional assistance. Your financial adviser can help you keep your investment goals coordinated with your tax considerations. However, regarding tax advice, always rely on your tax adviser. For additional information on federal, state and local taxation, see the SAI.

Do not overlook sales charges. The amount you pay in sales charges reduces gains and increases losses for tax purposes.

Know With Whom You're Investing

Who Runs the Funds' Day-to-Day Business?

The Board of Trustees of MainStay Funds Trust, the "Board" of the Funds, oversees the actions of the Manager and the Distributor, and decides on general policies governing the operations of the Funds. The Board also oversees the Funds' officers, who conduct and supervise the daily business of the Funds.

New York Life Investments, 51 Madison Avenue, New York, New York 10010, serves as the Funds' Manager. In conformity with the stated policies of the Funds, New York Life Investments administers the Funds' business affairs and manages the investment operations of the Fund and the composition of the portfolios of the Funds, subject to the supervision of the Board. New York Life Investments, a Delaware limited liability company, commenced operations in April 2000 and is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2010, New York Life Investments and its affiliates managed approximately $282.9 billion in assets.

The Manager provides offices and conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required for the Funds.

The Manager also pays the salaries and expenses of all personnel affiliated with the Funds, except for the independent members of the Board and all operational expenses that are not the responsibility of the Fund. The Funds do not pay any fees to the Manager under the Management Agreement in return for the advisory and asset allocation services provided. The Funds do, however, indirectly pay their proportionate share of the management fees paid to the Manager by the Underlying Funds in which the Funds invest.

For the fiscal year ended October 31, 2010, the Funds paid the Manager an aggregate fee for services performed as a percentage of the Funds' average daily net assets equal to 0%.

For information regarding the basis of the Board's approval of the Funds' Management Agreement, please refer to the Funds' Annual Report for the fiscal year ended October 31, 2010.

The Manager is not responsible for records maintained by the Funds' custodian, transfer agent, or dividend disbursing agent except to the extent expressly provided in the Management Agreement between the Manager and the Funds.

Pursuant to an agreement with New York Life Investments, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900 ("State Street") provides sub-administration and sub-accounting services for the Funds. These services include calculating NAVs of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

Who Manages Your Money?

New York Life Investments serves as Manager of the Funds and is responsible for the day-to-day portfolio management services of the Funds.

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisors to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of a subadvisor to the Funds. The Manager and the Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of a Fund and subject to the approval of the Board, including a majority of the Independent Trustees, to hire or terminate an unaffiliated subadvisor and to modify any existing or future subadvisory agreement with an unaffiliated subadvisor without shareholder approval. This authority is subject to certain conditions. Each Fund would notify shareholders and provide them with certain information required by the Order within 90 days of hiring a new subadvisor. The Funds may not rely on this Order without first obtaining shareholder approval. Please see the SAI for more information on this Order.

Portfolio Manager Biographies:

New York Life Investments uses a team of portfolio managers and analysts acting together to manage each Fund's investments. The senior members of each Fund's portfolio management team who are primarily responsible for the Fund's day-to-day management are set forth below. Additional information regarding the portfolio managers' compensation, other accounts managed by the portfolio managers and their ownership of shares of the funds they manage is available in the SAI.

Jae Yoon, CFA Mr. Yoon has managed the Funds since January 2011. From 2005 to 2009, Mr. Yoon was employed by New York Life Investments where he led the Investment Consulting Group. In 2009, Mr. Yoon joined MacKay Shields LLC as a Senior Managing Director responsible for Risk Management. In his role at MacKay Shields, Mr. Yoon worked side-by-side with the portfolio managers directly enhancing the risk management processes across all portfolios. In 2011, Mr. Yoon re-joined New York Life Investments and leads the Investment Consulting Group. Mr. Yoon obtained a BS and a Masters degree from Cornell University and attended New York University's Stern School of Business MBA program. He earned his Chartered Financial Analyst designation in 1998 and has been in the investment industry since 1991.
Jonathan Swaney Mr. Swaney has managed the Funds since their inception. Mr. Swaney was an employee of New York Life Investments from 1997 to 2009 and was responsible both for managing quantitative equity portfolios and performing research at New York Life Investments' Equity Investors Group. Also within New York Life Investments, Mr. Swaney previously worked with the Investment Consulting Group and was a portfolio manager with the Quantitative Strategies unit. In 2009, Mr. Swaney joined Madison Square Investors LLC, an indirect, wholly-owned subsidiary of New York Life. While at Madison Square Investors LLC, Mr. Swaney was responsible both for managing quantitative equity portfolios and performing research. In January 2011, Mr. Swaney re-joined New York Life Investments as part of the Investment Consulting Group. Mr. Swaney earned his BA in Political Science from The College of William & Mary.

The table below is designed to show you how the Class I shares* of the Underlying Funds in which the Funds may invest have performed over time.

Average annual total returns (for the periods ending) December 31, 2010 * 1 Year 5 Years 10 Years or Life of Fund
MainStay 130/30 Core Fund 1 13.67% -- -6.64%
MainStay 130/30 Growth Fund 1 8.52% -- -4.02%
MainStay 130/30 International Fund 2 11.35% -- -9.39%
MainStay Cash Reserves Fund 0.01% 2.33% 2.15%
MainStay Common Stock Fund 3 11.44% 0.57% -0.73%
MainStay Convertible Fund 4 18.20% 7.28% 5.71%
MainStay Epoch Global Equity Yield Fund 5 12.11% 4.85% 4.76%
MainStay Epoch Global Choice Fund 6 8.35% 1.51% 1.27%
MainStay Epoch International Small Cap Fund 7 27.92% 8.47% 10.71%
MainStay Epoch U.S. All Cap Fund 16.11% 1.24% -1.24%
MainStay Epoch U.S. Equity Fund 8 12.46% -- 23.31%
MainStay Flexible Bond Opportunities Fund 9 11.56% 7.05% 7.58%
MainStay Floating Rate Fund 10 8.66% 4.28% 4.20%
MainStay Global High Income Fund 11 14.14% 8.62% 12.26%
MainStay Government Fund 9 5.20% 5.58% 5.11%
MainStay Growth Equity Fund 12 11.88% 2.62% 2.81%
MainStay High Yield Corporate Bond Fund 9 12.45% 6.94% 8.68%
MainStay High Yield Opportunities Fund 13 14.53% -- 14.32%
MainStay ICAP Equity Fund 16.34% 3.32% 3.44%
MainStay ICAP Global Fund 14 11.05% -- -2.75%
MainStay ICAP International Fund 5.65% 2.88% 6.27%
MainStay ICAP Select Equity Fund 17.71% 4.16% 5.14%
MainStay Indexed Bond Fund 6.00% 5.84% 5.58%
MainStay Intermediate Term Bond Fund 8.40% 6.15% 5.57%
MainStay International Equity Fund 9 4.78% 5.06% 5.66%
MainStay Large Cap Growth Fund 15 15.65% 5.35% 2.83%
MainStay MAP Fund 15.60% 3.17% 5.36%
MainStay Money Market Fund 0.02% 2.21% 1.97%
MainStay Principal Preservation Fund 0.01% 2.60% 2.38%
MainStay S&P 500 Index Fund 14.63% 2.04% 1.18%
MainStay Short Term Bond Fund 2.05% 4.30% 3.74%
MainStay U.S. Small Cap Fund 24.42% 1.95% 10.06%

*

The performance of the Underlying Funds does not reflect the expenses of the Funds, including sales loads and distribution and/or service fees, and would be lower if it did. Class A share returns are shown for MainStay Money Market Fund, which does not offer Class I shares.

1

The Fund commenced operations on June 29, 2007.

2

The Fund commenced operations on September 28, 2007.

3

Class I shares of the Fund commenced operations on December 28, 2004

4

Class I shares of the Fund commenced operations on November 28, 2008.

5

Class I shares of the Fund commenced operations on December 27, 2005. Performance includes the historical performance of the predecessor share class of the predecessor fund.

6

Class I shares of the Fund commenced operations on July 25, 2005. Performance includes the historical performance of the predecessor share class of the predecessor fund.

7

Class I shares of the Fund commenced operations on January 25, 2005. Performance includes the historical performance of the predecessor share class of the predecessor fund.

8

Class I shares of the Fund commenced operations on December 3, 2008. Performance includes the historical performance of the predecessor share class of the predecessor fund.

9

Class I shares of the Fund commenced operations on January 2, 2004. Effective February 28, 2011, MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

10

The Fund commenced operations on May 3, 2004.

11

Class I shares of the Fund commenced operations on August 31, 2007.

12

The Fund commenced operations on November 4, 2005.

13

The Fund commenced operations on December 14, 2007.

14

The Fund commenced operations on April 30, 2008.

15

Class I shares of the Fund commenced operations on April 1, 2005.

Past Performance Does Not Guarantee Future Investment Results.

Financial Highlights

The financial highlights tables are intended to help you understand the Funds' financial performance for the period of the Funds' operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by KPMG LLP, whose report, along with the Funds' financial statements, is included in the Annual Report, which is available upon request.

Effective February 26, 2010, each Fund merged into a corresponding "shell" series of MainStay Funds Trust, a Delaware statutory trust (each a "Reorganization"). Prior to that date, each Fund was a series of Eclipse Funds Inc. Upon completion of each Reorganization, the respective shell classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.

MainStay Conservative Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.90 $ 8.76 $ 10.69
Net investment income (a) 0.23 0.27 0.19
Net realized and unrealized gain (loss) on investments 0.91 1.25 (1.91 )
Total from investment operations 1.14 1.52 (1.72 )
Less dividends and distributions:
From net investment income (0.23 ) (0.27 ) (0.21 )
From net realized gain on investments (0.11 )
Total dividends and distributions (0.23 ) (0.38 ) (0.21 )
Net asset value at end of period $ 10.81 $ 9.90 $ 8.76
Total investment return (b) 11.70 % 18.01 % (16.36 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.26 % 2.98 % 2.72 %†
Net expenses (d) 0.50 % 0.50 % 0.50 %†
Expenses (before waiver/reimbursement) (d) 0.63 % 0.74 % 0.62 %†
Portfolio turnover rate 32 % 36 % 35 %
Net assets at end of period (in 000's) $ 34,979 $ 25,216 $ 17,140

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.90 $ 8.76 $ 11.47 $ 10.80 $ 10.21
Net investment income (a) 0.24 0.27 0.30 0.34 0.28
Net realized and unrealized gain (loss) on investments 0.90 1.25 (2.39 ) 0.73 0.65
Total from investment operations 1.14 1.52 (2.09 ) 1.07 0.93
Less dividends and distributions:
From net investment income (0.24 ) (0.27 ) (0.49 ) (0.23 ) (0.34 )
From net realized gain on investments (0.11 ) (0.13 ) (0.17 ) (0.00 )‡
Total dividends and distributions (0.24 ) (0.38 ) (0.62 ) (0.40 ) (0.34 )
Net asset value at end of period $ 10.80 $ 9.90 $ 8.76 $ 11.47 $ 10.80
Total investment return (b) 11.68 % 18.05 % (19.14 %) 10.22 % 9.36 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.35 % 3.06 % 2.91 % 3.12 % 2.71 %
Net expenses (c) 0.42 % 0.47 % 0.49 % 0.48 % 0.53 %
Expenses (before waiver/reimbursement) (c) 0.42 % 0.47 % 0.49 % 0.48 % 0.61 %
Portfolio turnover rate 32 % 36 % 35 % 10 % 33 %
Net assets at end of period (in 000's) $ 121,439 $ 94,643 $ 84,434 $ 80,018 $ 40,889

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Conservative Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.86 $ 8.73 $ 11.42 $ 10.78 $ 10.18
Net investment income (a) 0.16 0.20 0.22 0.26 0.22
Net realized and unrealized gain (loss) on investments 0.90 1.24 (2.39 ) 0.73 0.65
Total from investment operations 1.06 1.44 (2.17 ) 0.99 0.87
Less dividends and distributions:
From net investment income (0.16 ) (0.20 ) (0.39 ) (0.18 ) (0.27 )
From net realized gain on investments (0.11 ) (0.13 ) (0.17 ) (0.00 )‡
Total dividends and distributions (0.16 ) (0.31 ) (0.52 ) (0.35 ) (0.27 )
Net asset value at end of period $ 10.76 $ 9.86 $ 8.73 $ 11.42 $ 10.78
Total investment return (b) 10.92 % 17.09 % (19.78 %) 9.37 % 8.67 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.51 % 2.25 % 2.11 % 2.38 % 2.07 %
Net expenses (c) 1.25 % 1.25 % 1.25 % 1.23 % 1.28 %
Expenses (before waiver/reimbursement) (c) 1.38 % 1.48 % 1.33 % 1.23 % 1.36 %
Portfolio turnover rate 32 % 36 % 35 % 10 % 33 %
Net assets at end of period (in 000's) $ 31,241 $ 27,417 $ 23,226 $ 20,919 $ 13,426

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.86 $ 8.73 $ 11.42 $ 10.78 $ 10.18
Net investment income (a) 0.16 0.21 0.22 0.26 0.21
Net realized and unrealized gain (loss) on investments 0.90 1.23 (2.39 ) 0.73 0.66
Total from investment operations 1.06 1.44 (2.17 ) 0.99 0.87
Less dividends and distributions:
From net investment income (0.16 ) (0.20 ) (0.39 ) (0.18 ) (0.27 )
From net realized gain on investments (0.11 ) (0.13 ) (0.17 ) (0.00 )‡
Total dividends and distributions (0.16 ) (0.31 ) (0.52 ) (0.35 ) (0.27 )
Net asset value at end of period $ 10.76 $ 9.86 $ 8.73 $ 11.42 $ 10.78
Total investment return (b) 10.82 % 17.09 % (19.79 %) 9.37 % 8.67 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.51 % 2.29 % 2.12 % 2.38 % 2.02 %
Net expenses (c) 1.25 % 1.25 % 1.25 % 1.23 % 1.28 %
Expenses (before waiver/reimbursement) (c) 1.38 % 1.48 % 1.33 % 1.23 % 1.36 %
Portfolio turnover rate 32 % 36 % 35 % 10 % 33 %
Net assets at end of period (in 000's) $ 26,375 $ 21,498 $ 18,846 $ 17,628 $ 8,066

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Conservative Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.95 $ 8.81 $ 11.54 $ 10.85 $ 10.21
Net investment income (a) 0.27 0.30 0.33 0.36 0.33
Net realized and unrealized gain (loss) on investments 0.92 1.24 (2.41 ) 0.75 0.68
Total from investment operations 1.19 1.54 (2.08 ) 1.11 1.01
Less dividends and distributions:
From net investment income (0.27 ) (0.29 ) (0.52 ) (0.25 ) (0.37 )
From net realized gain on investments (0.11 ) (0.13 ) (0.17 ) (0.00 )‡
Total dividends and distributions (0.27 ) (0.40 ) (0.65 ) (0.42 ) (0.37 )
Net asset value at end of period $ 10.87 $ 9.95 $ 8.81 $ 11.54 $ 10.85
Total investment return (b) ,(c) 12.10 % 18.23 % (18.90 %) 10.47 % 10.13 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.58 % 3.37 % 3.16 % 3.30 % 3.15 %
Net expenses (d) 0.17 % 0.22 % 0.23 % 0.25 % 0.25 %
Expenses (before waiver/reimbursement) (d) 0.17 % 0.22 % 0.28 % 0.35 % 0.33 %
Portfolio turnover rate 32 % 36 % 35 % 10 % 33 %
Net assets at end of period (in 000's) $ 5,611 $ 1,041 $ 1,150 $ 1,108 $ 607

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Moderate Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.84 $ 8.77 $ 11.12
Net investment income 0.17 (a) 0.22 (a) 0.14 (a)
Net realized and unrealized gain (loss) on investments 1.03 1.22 (2.49 )
Total from investment operations 1.20 1.44 (2.35 )
Less dividends and distributions:
From net investment income (0.18 ) (0.26 )
From net realized gain on investments __ (0.11 )
Total dividends and distributions (0.18 ) (0.37 )
Net asset value at end of period $ 10.86 $ 9.84 $ 8.77
Total investment return (b) 12.49 % 17.12 % (21.13 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.64 % 2.48 % 1.94 %†
Net expenses (d) 0.50 % 0.46 % 0.45 %†
Expenses (before waiver/reimbursement) (d) 0.60 % 0.73 % 0.61 %†
Portfolio turnover rate 41 % 35 % 40 %
Net assets at end of period (in 000's) $ 78,993 $ 63,454 $ 46,290

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.83 $ 8.76 $ 12.32 $ 11.34 $ 10.35
Net investment income 0.18 (a) 0.22 (a) 0.24 (a) 0.27 0.20 (a)
Net realized and unrealized gain (loss) on investments 1.05 1.22 (3.29 ) 1.18 1.04
Total from investment operations 1.23 1.44 (3.05 ) 1.45 1.24
Less dividends and distributions:
From net investment income (0.19 ) (0.26 ) (0.31 ) (0.20 ) (0.25 )
From net realized gain on investments __ (0.11 ) (0.20 ) (0.27 ) (0.00 )‡
Total dividends and distributions (0.19 ) (0.37 ) (0.51 ) (0.47 ) (0.25 )
Net asset value at end of period $ 10.87 $ 9.83 $ 8.76 $ 12.32 $ 11.34
Total investment return (b) 12.65 % 17.14 % (25.78 %) 13.18 % 12.18 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.76 % 2.56 % 2.17 % 2.27 % 1.84 %
Net expenses (c) 0.38 % 0.43 % 0.46 % 0.46 % 0.45 %
Expenses (before waiver/reimbursement) (c) 0.38 % 0.43 % 0.46 % 0.46 % 0.45 %
Portfolio turnover rate 41 % 35 % 40 % 10 % 48 %
Net assets at end of period (in 000's) $ 210,071 $ 176,139 $ 146,133 $ 192,835 $ 107,586

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Moderate Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.72 $ 8.65 $ 12.23 $ 11.30 $ 10.32
Net investment income 0.09 (a) 0.15 (a) 0.15 (a) 0.18 0.13 (a)
Net realized and unrealized gain (loss) on investments 1.03 1.21 (3.27 ) 1.18 1.02
Total from investment operations 1.12 1.36 (3.12 ) 1.36 1.15
Less dividends and distributions:
From net investment income (0.12 ) (0.18 ) (0.26 ) (0.16 ) (0.17 )
From net realized gain on investments __ (0.11 ) (0.20 ) (0.27 ) (0.00 )‡
Total dividends and distributions (0.12 ) (0.29 ) (0.46 ) (0.43 ) (0.17 )
Net asset value at end of period $ 10.72 $ 9.72 $ 8.65 $ 12.23 $ 11.30
Total investment return (b) 11.71 % 16.34 % (26.41 %) 12.38 % 11.31 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.89 % 1.77 % 1.38 % 1.54 % 1.21 %
Net expenses (c) 1.25 % 1.21 % 1.22 % 1.21 % 1.20 %
Expenses (before waiver/reimbursement) (c) 1.35 % 1.49 % 1.32 % 1.21 % 1.20 %
Portfolio turnover rate 41 % 35 % 40 % 10 % 48 %
Net assets at end of period (in 000's) $ 72,829 $ 67,726 $ 58,738 $ 63,929 $ 37,649

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.72 $ 8.66 $ 12.23 $ 11.30 $ 10.32
Net investment income 0.09 (a) 0.15 (a) 0.15 (a) 0.19 0.12 (a)
Net realized and unrealized gain (loss) on investments 1.04 1.20 (3.26 ) 1.17 1.03
Total from investment operations 1.13 1.35 (3.11 ) 1.36 1.15
Less dividends and distributions:
From net investment income (0.12 ) (0.18 ) (0.26 ) (0.16 ) (0.17 )
From net realized gain on investments __ (0.11 ) (0.20 ) (0.27 ) (0.00 )‡
Total dividends and distributions (0.12 ) (0.29 ) (0.46 ) (0.43 ) (0.17 )
Net asset value at end of period $ 10.73 $ 9.72 $ 8.66 $ 12.23 $ 11.30
Total investment return (b) 11.69 % 16.19 % (26.33 %) 12.37 % 11.31 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.90 % 1.78 % 1.39 % 1.52 % 1.11 %
Net expenses (c) 1.25 % 1.21 % 1.22 % 1.21 % 1.20 %
Expenses (before waiver/reimbursement) (c) 1.35 % 1.49 % 1.32 % 1.21 % 1.20 %
Portfolio turnover rate 41 % 35 % 40 % 10 % 48 %
Net assets at end of period (in 000's) $ 37,895 $ 33,043 $ 27,005 $ 13,191 $ 15,192

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Moderate Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.87 $ 8.80 $ 12.37 $ 11.36 $ 10.35
Net investment income 0.20 (a) 0.25 (a) 0.27 (a) 0.29 0.22 (a)
Net realized and unrealized gain (loss) on investments 1.06 1.21 (3.31 ) 1.20 1.06
Total from investment operations 1.26 1.46 (3.04 ) 1.49 1.28
Less dividends and distributions:
From net investment income (0.21 ) (0.28 ) (0.33 ) (0.21 ) (0.27 )
From net realized gain on investments __ (0.11 ) (0.20 ) (0.27 ) (0.00 )‡
Total dividends and distributions (0.21 ) (0.39 ) (0.53 ) (0.48 ) (0.27 )
Net asset value at end of period $ 10.92 $ 9.87 $ 8.80 $ 12.37 $ 11.36
Total investment return (b) ,(c) 12.94 % 17.40 % (25.54 %) 13.44 % 12.63 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.93 % 2.81 % 2.52 % 2.66 % 2.04 %
Net expenses (d) 0.13 % 0.18 % 0.19 % 0.18 % 0.18 %
Expenses (before waiver/reimbursement) (d) 0.13 % 0.18 % 0.19 % 0.18 % 0.18 %
Portfolio turnover rate 41 % 35 % 40 % 10 % 48 %
Net assets at end of period (in 000's) $ 8,806 $ 4,447 $ 5,358 $ 1,446 $ 105

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Moderate Growth Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.40 $ 8.36 $ 11.37
Net investment income 0.11 (a) 0.17 (a) 0.15 (a)
Net realized and unrealized gain (loss) on investments 1.20 1.17 (3.16 )
Total from investment operations 1.31 1.34 (3.01 )
Less dividends and distributions:
From net investment income (0.13 ) (0.19 )
From net realized gain on investments __ (0.11 )
Total dividends and distributions (0.13 ) (0.30 )
Net asset value at end of period $ 10.58 $ 9.40 $ 8.36
Total investment return (b) 14.02 % 16.87 % (26.47 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.12 % 2.02 % 2.16 %†
Net expenses (d) 0.50 % 0.47 % 0.45 %†
Expenses (before waiver/reimbursement) (d) 0.65 % 0.79 % 0.67 %†
Portfolio turnover rate 54 % 36 % 40 %
Net assets at end of period (in 000's) $ 109,893 $ 86,438 $ 61,901

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.40 $ 8.35 $ 13.10 $ 11.68 $ 10.46
Net investment income 0.12 (a) 0.18 (a) 0.15 (a) 0.20 0.11 (a)
Net realized and unrealized gain (loss) on investments 1.19 1.17 (4.28 ) 1.60 1.35
Total from investment operations 1.31 1.35 (4.13 ) 1.80 1.46
Less dividends and distributions:
From net investment income (0.13 ) (0.19 ) (0.36 ) (0.15 ) (0.24 )
From net realized gain on investments __ (0.11 ) (0.26 ) (0.23 ) (0.00 )‡
Total dividends and distributions (0.13 ) (0.30 ) (0.62 ) (0.38 ) (0.24 )
Net asset value at end of period $ 10.58 $ 9.40 $ 8.35 $ 13.10 $ 11.68
Total investment return (b) 14.07 % 17.00 % (32.92 %) 15.83 % 14.20 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.22 % 2.18 % 1.30 % 1.46 % 0.98 %
Net expenses (c) 0.40 % 0.43 % 0.46 % 0.46 % 0.43 %
Expenses (before waiver/reimbursement) (c) 0.40 % 0.43 % 0.49 % 0.49 % 0.43 %
Portfolio turnover rate 54 % 36 % 40 % 13 % 61 %
Net assets at end of period (in 000's) $ 159,791 $ 140,284 $ 127,086 $ 207,499 $ 112,099

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Moderate Growth Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.27 $ 8.23 $ 12.93 $ 11.60 $ 10.42
Net investment income 0.04 (a) 0.11 (a) 0.05 (a) 0.12 0.04 (a)
Net realized and unrealized gain (loss) on investments 1.18 1.16 (4.21 ) 1.57 1.33
Total from investment operations 1.22 1.27 (4.16 ) 1.69 1.37
Less dividends and distributions:
From net investment income (0.07 ) (0.12 ) (0.28 ) (0.13 ) (0.19 )
From net realized gain on investments __ (0.11 ) (0.26 ) (0.23 ) (0.00 )‡
Total dividends and distributions (0.07 ) (0.23 ) (0.54 ) (0.36 ) (0.19 )
Net asset value at end of period $ 10.42 $ 9.27 $ 8.23 $ 12.93 $ 11.60
Total investment return (b) 13.17 % 16.06 % (33.42 %) 14.95 % 13.28 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.39 % 1.35 % 0.48 % 0.73 % 0.32 %
Net expenses (c) 1.25 % 1.21 % 1.22 % 1.21 % 1.18 %
Expenses (before waiver/reimbursement) (c) 1.40 % 1.54 % 1.37 % 1.24 % 1.18 %
Portfolio turnover rate 54 % 36 % 40 % 13 % 61 %
Net assets at end of period (in 000's) $ 94,448 $ 87,220 $ 76,188 $ 93,540 $ 48,046

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.27 $ 8.23 $ 12.93 $ 11.60 $ 10.42
Net investment income 0.04 (a) 0.11 (a) 0.06 (a) 0.13 0.03 (a)
Net realized and unrealized gain (loss) on investments 1.18 1.16 (4.22 ) 1.56 1.34
Total from investment operations 1.22 1.27 (4.16 ) 1.69 1.37
Less dividends and distributions:
From net investment income (0.07 ) (0.12 ) (0.28 ) (0.13 ) (0.19 )
From net realized gain on investments __ (0.11 ) (0.26 ) (0.23 ) (0.00 )‡
Total dividends and distributions (0.07 ) (0.23 ) (0.54 ) (0.36 ) (0.19 )
Net asset value at end of period $ 10.42 $ 9.27 $ 8.23 $ 12.93 $ 11.60
Total investment return (b) 13.16 % 16.07 % (33.42 %) 14.95 % 13.28 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.37 % 1.39 % 0.50 % 0.73 % 0.25 %
Net expenses (c) 1.25 % 1.21 % 1.22 % 1.21 % 1.18 %
Expenses (before waiver/reimbursement) (c) 1.40 % 1.54 % 1.36 % 1.24 % 1.18 %
Portfolio turnover rate 54 % 36 % 40 % 13 % 61 %
Net assets at end of period (in 000's) $ 25,524 $ 21,968 $ 18,993 $ 27,284 $ 15,639

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Moderate Growth Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.48 $ 8.42 $ 13.20 $ 11.74 $ 10.47
Net investment income 0.15 (a) 0.19 (a) 0.17 (a) 0.22 0.15 (a)
Net realized and unrealized gain (loss) on investments 1.19 1.20 (4.30 ) 1.63 1.38
Total from investment operations 1.34 1.39 (4.13 ) 1.85 1.53
Less dividends and distributions:
From net investment income (0.15 ) (0.22 ) (0.39 ) (0.16 ) (0.26 )
From net realized gain on investments __ (0.11 ) (0.26 ) (0.23 ) (0.00 )‡
Total dividends and distributions (0.15 ) (0.33 ) (0.65 ) (0.39 ) (0.26 )
Net asset value at end of period $ 10.67 $ 9.48 $ 8.42 $ 13.20 $ 11.74
Total investment return (b) ,(c) 14.29 % 17.37 % (32.72 %) 16.17 % 14.86 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.47 % 2.30 % 1.51 % 1.46 % 1.36 %
Net expenses (d) 0.15 % 0.19 % 0.22 % 0.25 % 0.17 %
Expenses (before waiver/reimbursement) (d) 0.15 % 0.19 % 0.26 % 0.31 % 0.17 %
Portfolio turnover rate 54 % 36 % 40 % 13 % 61 %
Net assets at end of period (in 000's) $ 840 $ 688 $ 532 $ 681 $ 12

Less than one cent per share.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Growth Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 8.97 $ 8.09 $ 11.68
Net investment income (a) 0.03 0.10 0.01
Net realized and unrealized gain (loss) on investments 1.27 1.00 (3.60 )
Total from investment operations 1.30 1.10 (3.59 )
Less dividends and distributions:
From net investment income (0.05 ) (0.14 )
From net realized gain on investments (0.08 )
Total dividends and distributions (0.05 ) (0.22 )
Net asset value at end of period $ 10.22 $ 8.97 $ 8.09
Total investment return (b) 14.54 % 14.13 % (30.74 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.35 % 1.30 % 0.19 %†
Net expenses (d) 0.50 % 0.50 % 0.50 %†
Expenses (before waiver/reimbursement) (d) 0.73 % 0.88 % 0.75 %†
Portfolio turnover rate 54 % 42 % 37 %
Net assets at end of period (in 000's) $ 66,013 $ 54,578 $ 38,881

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class A 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.97 $ 8.08 $ 13.78 $ 12.08 $ 10.51
Net investment income (loss) (a) 0.04 0.12 0.07 0.05 (0.03 )
Net realized and unrealized gain (loss) on investments 1.26 0.99 (5.11 ) 2.11 1.74
Total from investment operations 1.30 1.11 (5.04 ) 2.16 1.71
Less dividends and distributions:
From net investment income (0.05 ) (0.14 ) (0.32 ) (0.14 ) (0.09 )
From net realized gain on investments (0.08 ) (0.34 ) (0.32 ) (0.05 )
Total dividends and distributions (0.05 ) (0.22 ) (0.66 ) (0.46 ) (0.14 )
Net asset value at end of period $ 10.22 $ 8.97 $ 8.08 $ 13.78 $ 12.08
Total investment return (b) 14.57 % 14.29 % (38.20 %) 18.42 % 16.49 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 0.38 % 1.55 % 0.60 % 0.41 % (0.25 %)
Net expenses (c) 0.48 % 0.48 % 0.49 % 0.48 % 0.52 %
Expenses (before waiver/reimbursement) (c) 0.48 % 0.52 % 0.57 % 0.55 % 0.55 %
Portfolio turnover rate 54 % 42 % 37 % 17 % 84 %
Net assets at end of period (in 000's) $ 71,983 $ 62,210 $ 58,165 $ 116,123 $ 54,499

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Growth Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class B 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.82 $ 7.94 $ 13.56 $ 11.97 $ 10.47
Net investment income (loss) (a) (0.04 ) 0.05 (0.03 ) (0.04 ) (0.10 )
Net realized and unrealized gain (loss) on investments 1.25 0.98 (5.01 ) 2.07 1.72
Total from investment operations 1.21 1.03 (5.04 ) 2.03 1.62
Less dividends and distributions:
From net investment income (0.07 ) (0.24 ) (0.12 ) (0.07 )
From net realized gain on investments (0.08 ) (0.34 ) (0.32 ) (0.05 )
Total dividends and distributions (0.15 ) (0.58 ) (0.44 ) (0.12 )
Net asset value at end of period $ 10.03 $ 8.82 $ 7.94 $ 13.56 $ 11.97
Total investment return (b) 13.72 % 13.32 % (38.65 %) 17.44 % 15.59 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.38 %) 0.65 % (0.24 %) (0.34 %) (0.91 %)
Net expenses (c) 1.25 % 1.25 % 1.25 % 1.23 % 1.27 %
Expenses (before waiver/reimbursement) (c) 1.48 % 1.64 % 1.44 % 1.30 % 1.30 %
Portfolio turnover rate 54 % 42 % 37 % 17 % 84 %
Net assets at end of period (in 000's) $ 52,053 $ 49,206 $ 42,501 $ 59,902 $ 27,770

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31,
Class C 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 8.84 $ 7.96 $ 13.58 $ 11.97 $ 10.46
Net investment income (loss) (a) (0.04 ) 0.05 (0.02 ) (0.03 ) (0.11 )
Net realized and unrealized gain (loss) on investments 1.24 0.98 (5.02 ) 2.08 1.74
Total from investment operations 1.20 1.03 (5.04 ) 2.05 1.63
Less dividends and distributions:
From net investment income (0.07 ) (0.24 ) (0.12 ) (0.07 )
From net realized gain on investments (0.08 ) (0.34 ) (0.32 ) (0.05 )
Total dividends and distributions (0.15 ) (0.58 ) (0.44 ) (0.12 )
Net asset value at end of period $ 10.04 $ 8.84 $ 7.96 $ 13.58 $ 11.97
Total investment return (b) 13.57 % 13.29 % (38.58 %) 17.51 % 15.79 %
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) (0.39 %) 0.61 % (0.21 %) (0.26 %) (0.95 %)
Net expenses (c) 1.25 % 1.25 % 1.25 % 1.23 % 1.27 %
Expenses (before waiver/reimbursement) (c) 1.48 % 1.64 % 1.44 % 1.30 % 1.30 %
Portfolio turnover rate 54 % 42 % 37 % 17 % 84 %
Net assets at end of period (in 000's) $ 11,599 $ 10,773 $ 8,682 $ 13,668 $ 8,640

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Growth Allocation Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Class I 2010 2009 2008 2007 2006
Net asset value at beginning of period $ 9.06 $ 8.17 $ 13.91 $ 12.17 $ 10.52
Net investment income (a) 0.06 0.12 0.07 0.05 0.01
Net realized and unrealized gain (loss) on investments 1.28 1.01 (5.12 ) 2.16 1.79
Total from investment operations 1.34 1.13 (5.05 ) 2.21 1.80
Less dividends and distributions:
From net investment income (0.07 ) (0.16 ) (0.35 ) (0.15 ) (0.10 )
From net realized gain on investments (0.08 ) (0.34 ) (0.32 ) (0.05 )
Total dividends and distributions (0.07 ) (0.24 ) (0.69 ) (0.47 ) (0.15 )
Net asset value at end of period $ 10.33 $ 9.06 $ 8.17 $ 13.91 $ 12.17
Total investment return (b) ,(c) 14.87 % 14.40 % (38.00 %) 18.68 % 17.36 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.64 % 1.50 % 0.62 % 0.41 % 0.06 %
Net expenses (d) 0.23 % 0.25 % 0.25 % 0.24 % 0.25 %
Expenses (before waiver/reimbursement) (d) 0.23 % 0.27 % 0.28 % 0.40 % 0.28 %
Portfolio turnover rate 54 % 42 % 37 % 17 % 84 %
Net assets at end of period (in 000's) $ 1,478 $ 1,229 $ 849 $ 107 $ 14

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I shares are not subject to sales charges.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

No dealer, sales representative or any other person is authorized to give any information or to make any representations other than those contained in this Prospectus and in the Statement of Additional Information ("SAI"), in connection with the offer contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds or the Distributor. This Prospectus and the SAI do not constitute an offer by the Funds or by the Distributor to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer in such jurisdiction.

Statement of Additional Information

Provides more details about the Funds. The current SAI is incorporated by reference into the Prospectus and has been filed with the SEC.

Annual/Semi-Annual Reports

Provide additional information about the Funds' investments and include discussions of market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

To obtain information:

More information about the Funds, including the SAI and the Annual/Semi-Annual Reports, is available, without charge, upon request. To obtain information, or for shareholder inquiries, call toll-free 800-MAINSTAY (624-6782) , visit our website at mainstayinvestments.com , or write to NYLIFE Distributors LLC, Attn: MainStay Marketing Dept., 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

You can also review and copy information about the Funds (including the SAI) by visiting the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090). This information is also available on the EDGAR database on the SEC's Internet site at http://www.sec.gov . Copies of this information may be obtained by paying a duplicating fee and sending an e-mail to publicinfo@sec.gov or writing the SEC's Public Reference Section, Washington, DC 20549-0102.

NYLIFE Distributors LLC
169 Lackawanna Avenue
Parsippany, New Jersey 07054
NYLIFE Distributors LLC is the Distributor of the MainStay Funds

MainStay Investments is a registered service mark and name under which New York Life Investment Management LLC does business. MainStay Investments, an indirect subsidiary of New York Life Insurance Company, New York, New York 10010, provides investment advisory products and services.

SEC File Number: 811-22321 (MainStay Funds Trust)

For more information call 800-MAINSTAY (624-6782) or visit our website at mainstayinvestments.com

MSAA01-02/11
AA

 
 

   

Prospectus for MainStay Retirement Funds February 28, 2011
MainStay ® Funds

Investor Class

Class A

Class I

Class R1

Class R2

Class R3

RETIREMENT FUNDS

MainStay Retirement 2010 Fund

MYRDX

MYRAX

MYRIX

MYRRX

MYRWX

MYREX

MainStay Retirement 2020 Fund

MYRYX

MYROX

MYRTX

MYRUX

MYRVX

MYRZX

MainStay Retirement 2030 Fund

MRTFX

MRTTX

MRTIX

MRTOX

MRTUX

MRTVX

MainStay Retirement 2040 Fund

MSRUX

MSRTX

MSRYX

MSREX

MSRQX

MSRZX

MainStay Retirement 2050 Fund

MSRVX

MSRLX

MSRMX

MSROX

MSRPX

MSRWX

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

What's Inside?

4

MainStay Retirement 2010 Fund

13

MainStay Retirement 2020 Fund

22

MainStay Retirement 2030 Fund

31

MainStay Retirement 2040 Fund

40

MainStay Retirement 2050 Fund

49

The Underlying Funds: Investment Risks

60

Shareholder Guide

97

Know With Whom You're Investing

99

Financial Highlights

MainStay Retirement 2010 Fund

Investment Objective

The Fund seeks to maximize total return over time consistent with its current investment allocation. Total return is defined as a combination of long-term growth of capital and current income. "2010" in the Fund's name refers to the approximate year an investor in the Fund would plan to retire and likely would stop making new investments in the Fund. The Fund is designed for an investor who has retired or is seeking to retire between 2010 and 2015, and who plans to withdraw the value of the investor's account in the Fund gradually after retirement.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 69 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None None 0.25% 0.50%
Other Expenses 1.68% 0.65% 0.66% 0.75% 0.75% 0.75%
Acquired (Underlying) Fund Fees and Expenses 0.87% 0.87% 0.87% 0.87% 0.87% 0.87%
Total Annual Fund Operating Expenses 3 2.90% 1.87% 1.63% 1.72% 1.97% 2.22%
Waivers / Reimbursements 3 (1.56)% (0.63)% (0.64)% (0.63)% (0.63)% (0.63)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 3 1.34% 1.24% 0.99% 1.09% 1.34% 1.59%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive its management fee to 0.00%. This waiver may be amended or terminated only with approval of the Board of Trustees ("Board") of the Fund. Without this waiver the management fee would be 0.10%.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.475%; Class A, 0.375%; Class I, 0.125%; Class R1, 0.225%; Class R2, 0.475%; and Class R3, 0.725%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I Class R1 Class R2 Class R3
1 Year $ 679 $ 669 $ 101 $ 111 $ 136 $ 162
3 Years $ 1,259 $ 1,048 $ 452 $ 480 $ 557 $ 634
5 Years $ 1,864 $ 1,450 $ 826 $ 874 $ 1,004 $ 1,132
10 Years $ 3,491 $ 2,571 $ 1,879 $ 1,978 $ 2,245 $ 2,505

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 81% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in mutual funds managed by New York Life Investments ("affiliated Underlying Funds"), mutual funds managed by an advisor not affiliated with New York Life Investments or exchange traded funds ("ETFs") ("unaffiliated Underlying Funds") if a New York Life Investments managed mutual fund in a particular asset class is not available (collectively, "Underlying Funds").

The Fund seeks to achieve its investment objective by normally investing approximately 50% (within a range of 45% to 55%) of its assets in Underlying Fixed-Income Funds and approximately 50% (within a range of 45% to 55%) of its assets in Underlying Equity Funds. The Underlying Equity Funds may consist of approximately 10% (within a range of 5% to 15%) of international equity funds. The asset mix will progressively reduce equity exposure and become more conservative during the ten years after the retirement target date, when it will become approximately 40% equities (within a range of 35% to 45%) and 60% fixed income (within a range of 55% to 65%). New York Life Investments may change the asset class allocations within the range stated above, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the broader target allocation to equity and fixed-income, and the determination of tactical asset allocation adjustments, which establish how the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) is to be invested in across asset classes.

The following chart illustrates the Fund's target allocation among the asset classes as of January 1, 2011, and how the target allocation will change over time as the Fund continues to pass its target retirement date of 2010, and continues to change, becoming more conservative over a period of time after retirement (approximately ten years). Target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above.

   

The second step in the portfolio construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and the determination of target weightings among the Underlying Funds for the Fund's portfolio. To provide broad diversification, the Fund may invest in Underlying Funds which invest in sub-asset classes, including U.S. and international equity styles (large-, mid- and small-cap, as well as growth, value and blended styles) and fixed-income sectors (investment grade, high yield, bank loan, international, emerging market and inflation-protected bonds), as well as other sub-asset classes (real estate investment trusts ("REITs"), commodities and market neutral strategies). The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g., size, style, credit quality and duration). The Fund may invest in ETFs to gain broad market, sector or asset class exposure during periods when it has large amounts of uninvested cash.

New York Life Investments monitors the Fund's portfolio daily to ensure the Fund's actual asset class allocation among the Underlying Funds continues to conform to the Fund's target allocation over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets and various segments within those markets. For cash management purposes or in response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocation, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash or cash equivalents.

The Underlying Funds can buy many types of equity and debt securities, including those issued by U.S. issuers and to a more limited extent, those issued by foreign issuers. Such investments could have a positive or adverse effect on the Underlying Funds' performance, which in turn, could have a similar effect on the Fund's performance. In times of unusual or adverse market, economic or political conditions, these securities in which the Underlying Funds may invest may experience higher than normal default rates. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up (long-term securities will normally have more price volatility because of interest rate risk than short-term securities); (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: By investing the proceeds received from selling securities short, an Underlying Fund is employing a form of leverage, which creates special risks. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund will leverage its portfolio, or if it does, that the Underlying Fund's leveraging strategy will be successful. An Underlying Fund cannot guarantee that the use of leverage will produce a higher return on an investment.

Liquidity Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's investment manager believes is their full value or may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Inadequate Retirement Income: An investment in the Fund is not guaranteed, and the Fund may experience losses, including losses near, at, or after the target date. The Fund is not a complete retirement program, and there is no guarantee that the Fund will provide sufficient retirement income to an investor at and through an investor's retirement. Moreover, there is no guarantee that the Fund's performance will keep pace with or exceed the rate of inflation, which may reduce the value of your investment over time.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

The Fund may invest in unaffiliated Underlying Funds through an investment platform maintained by New York Life Investments. Unaffiliated Underlying Funds or their affiliates may pay New York Life Investments a fee in connection with their participation on this platform. In addition, unaffiliated Underlying Funds may pay service fees of up to 0.25% of average daily net assets attributable to investments by the Fund to NYLIM Service Company LLC, the Fund's transfer agent, for shareholder and subaccounting services in connection with the Fund's investments in the unaffiliated Underlying Funds. NYLIM Service Company will use any such fees collected to offset or reduce the other expenses of the Funds, including the Fund's expenses for transfer agency services. New York Life Investments has procedures in place to monitor the selection process of unaffiliated Underlying Funds. Payment of service fees are not considered as part of the selection process.

New York Life Investments and the portfolio managers have a fiduciary duty to the Fund to act in the Fund's best interests when selecting Underlying Funds. Under the oversight of the Board, New York Life Investments will carefully analyze any such situation and take all steps believed to be necessary to minimize and, where possible, eliminate potential conflicts.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Class R1 shares were first offered to the public on June 29, 2007, although this class of shares has not yet commenced operations. Class R2 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until January 8, 2009. Therefore, performance figures for Class R2 shares include the historical performance of Class A shares through January 7, 2009. Class R3 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until May 1, 2008. Therefore, performance figures for Class R3 shares include the historical performance for Class A shares through April 30, 2008. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. The performance for newer share classes is adjusted for differences in certain contractual expenses and fees. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2008-2010)

   

Best Quarter

3Q/09

10.94%

Worst Quarter

4Q/08

-10.33%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year Life of Fund
Return Before Taxes
Investor Class 4.80% 0.64%
Class A 4.92% 0.67%
Class I 11.34% 2.58%
Class R2 10.90% 2.22%
Class R3 10.63% 1.94%
Return After Taxes on Distributions
Class I 10.29% 1.83%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 7.87% 1.84%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% -2.84%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% -5.94%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 6.78%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affilates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your individual financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 77 of the Prospectus.

MainStay Retirement 2020 Fund

Investment Objective

The Fund seeks to maximize total return over time consistent with its current investment allocation. Total return is defined as a combination of long-term growth of capital and current income. "2020" in the Fund's name refers to the approximate year an investor in the Fund would plan to retire and likely would stop making new investments in the Fund. The Fund is designed for an investor who is seeking to retire between the years 2016 and 2025, and who plans to withdraw the value of the investor's account in the Fund gradually after retirement.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 69 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None None 0.25% 0.50%
Other Expenses 0.81% 0.51% 0.51% 0.61% 0.61% 0.61%
Acquired (Underlying) Fund Fees and Expenses 0.97% 0.97% 0.97% 0.97% 0.97% 0.97%
Total Annual Fund Operating Expenses 3 2.13% 1.83% 1.58% 1.68% 1.93% 2.18%
Waivers / Reimbursements 3 (0.69)% (0.49)% (0.49)% (0.49)% (0.49)% (0.49)%
Total Annual Fund and Underlying Fund Operating Expenses After Waivers / Reimbursements 3 1.44% 1.34% 1.09% 1.19% 1.44% 1.69%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive its management fee to 0.00%. This waiver may be amended or terminated only with approval of the Board of Trustees ("Board") of the Fund. Without this waiver the management fee would be 0.10%.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.475%; Class A, 0.375%; Class I, 0.125%; Class R1, 0.225%; Class R2, 0.475%; and Class R3, 0.725%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I Class R1 Class R2 Class R3
1 Year $ 689 $ 679 $ 111 $ 121 $ 147 $ 172
3 Years $ 1,117 $ 1,049 $ 451 $ 482 $ 559 $ 635
5 Years $ 1,571 $ 1,443 $ 814 $ 867 $ 996 $ 1,125
10 Years $ 2,825 $ 2,542 $ 1,837 $ 1,946 $ 2,214 $ 2,475

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 73% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in mutual funds managed by New York Life Investments ("affiliated Underlying Funds"), mutual funds managed by an advisor not affiliated with New York Life Investments or exchange traded funds ("ETFs") ("unaffiliated Underlying Funds") if a New York Life Investments managed mutual fund in a particular asset class is not available (collectively, "Underlying Funds").

The Fund seeks to achieve its investment objective by normally investing approximately 35% (within a range of 30% to 40%) of its assets in Underlying Fixed-Income Funds and approximately 65% (within a range of 60% to 70%) of its assets in Underlying Equity Funds. The Underlying Equity Funds may consist of approximately 15% (within a range of 10% to 20%) of international equity funds. The asset mix will progressively reduce equity exposure and become more conservative during the ten years after the retirement target date, when it will become approximately 40% equities (within a range of 35% to 45%) and 60% fixed income (within a range of 55% and 65%). New York Life Investments may change the asset class allocations within the ranges stated above, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the broader target allocation to equity and fixed-income, and the determination of tactical asset allocation adjustments, which establish how the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) is to be invested in across asset classes.

The following chart illustrates the Fund's target allocation among asset classes as of January 1, 2011, and how the target allocation will change over time as the Fund approaches its target retirement date of 2020, and continues to change, becoming more conservative over a period of time after retirement (approximately ten years). Target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above.

   

The second step in the portfolio construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and the determination of target weightings among the Underlying Funds for the Fund's portfolio. To provide broad diversification, the Fund may invest in Underlying Funds which invest in sub-asset classes, including U.S. and international equity styles (large-, mid- and small-cap, as well as growth, value and blended styles) and fixed-income sectors (investment grade, high yield, bank loan, international, emerging market and inflation-protected bonds), as well as other sub-asset classes (real estate investment trusts ("REITs"), commodities and market neutral strategies). The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g., size, style, credit quality and duration). The Fund may invest in ETFs to gain broad market, sector or asset class exposure during periods when it has large amounts of uninvested cash.

New York Life Investments monitors the Fund's portfolio daily to ensure the Fund's actual asset class allocation among the Underlying Funds continues to conform to the Fund's target allocation over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets and various segments within those markets. For cash management purposes or in response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocation, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash or cash equivalents.

The Underlying Funds can buy many types of equity and debt securities, including those issued by U.S. issuers and to a more limited extent, those issued by foreign issuers. Such investments could have a positive or adverse effect on the Underlying Funds' performance, which in turn, could have a similar effect on the Fund's performance. In times of unusual or adverse market, economic or political conditions, these securities in which the Underlying Funds may invest may experience higher than normal default rates. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up (long-term securities will normally have more price volatility because of interest rate risk than short-term securities); (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: By investing the proceeds received from selling securities short, an Underlying Fund is employing a form of leverage, which creates special risks. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund will leverage its portfolio, or if it does, that the Underlying Fund's leveraging strategy will be successful. An Underlying Fund cannot guarantee that the use of leverage will produce a higher return on an investment.

Liquidity Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's investment manager believes is their full value or may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Inadequate Retirement Income: An investment in the Fund is not guaranteed, and the Fund may experience losses, including losses near, at, or after the target date. The Fund is not a complete retirement program, and there is no guarantee that the Fund will provide sufficient retirement income to an investor at and through an investor's retirement. Moreover, there is no guarantee that the Fund's performance will keep pace with or exceed the rate of inflation, which may reduce the value of your investment over time.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

The Fund may invest in unaffiliated Underlying Funds through an investment platform maintained by New York Life Investments. Unaffiliated Underlying Funds or their affiliates may pay New York Life Investments a fee in connection with their participation on this platform. In addition, unaffiliated Underlying Funds may pay service fees of up to 0.25% of average daily net assets attributable to investments by the Fund to NYLIM Service Company LLC, the Fund's transfer agent, for shareholder and subaccounting services in connection with the Fund's investments in the unaffiliated Underlying Funds. NYLIM Service Company will use any such fees collected to offset or reduce the other expenses of the Funds, including the Fund's expenses for transfer agency services. New York Life Investments has procedures in place to monitor the selection process of unaffiliated Underlying Funds. Payment of service fees are not considered as part of the selection process.

New York Life Investments and the portfolio managers have a fiduciary duty to the Fund to act in the Fund's best interests when selecting Underlying Funds. Under the oversight of the Board, New York Life Investments will carefully analyze any such situation and take all steps believed to be necessary to minimize and, where possible, eliminate potential conflicts.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Class R1 shares were first offered to the public on June 29, 2007, although this class of shares has not yet commenced operations. Class R2 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until January 8, 2009. Therefore, performance figures for Class R2 shares include the historical performance of Class A shares through January 7, 2009. Class R3 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until May 1, 2008. Therefore, performance figures for Class R3 shares include the historical performance for Class A shares through April 30, 2008. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. The performance for newer share classes is adjusted for differences in certain contractual expenses and fees. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2008-2010)

   

Best Quarter

3Q/09

13.04%

Worst Quarter

4Q/08

-14.46%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year Life of Fund
Return Before Taxes
Investor Class 5.77% -0.74%
Class A 5.99% -0.63%
Class I 12.37% 1.21%
Class R2 12.00% 0.90%
Class R3 11.71% 0.61%
Return After Taxes on Distributions
Class I 11.44% 0.57%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 8.58% 0.74%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% -2.84%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% -5.94%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 6.78%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affilates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your individual financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 77 of the Prospectus.

MainStay Retirement 2030 Fund

Investment Objective

The Fund seeks to maximize total return over time consistent with its current investment allocation. Total return is defined as a combination of long-term growth of capital and current income. "2030" in the Fund's name refers to the approximate year an investor in the Fund would plan to retire and likely would stop making new investments in the Fund. The Fund is designed for an investor who is seeking to retire between the years 2026 and 2035, and who plans to withdraw the value of the investor's account in the Fund gradually after retirement.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 69 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None None 0.25% 0.50%
Other Expenses 0.99% 0.54% 0.54% 0.64% 0.64% 0.64%
Acquired (Underlying) Fund Fees and Expenses 1.08% 1.08% 1.08% 1.08% 1.08% 1.08%
Total Annual Fund Operating Expenses 3 2.42% 1.97% 1.72% 1.82% 2.07% 2.32%
Waivers / Reimbursements 3 (0.87)% (0.52)% (0.52)% (0.52)% (0.52)% (0.52)%
Total Annual Fund and Underlying Fund Operating Expenses After Waivers / Reimbursements 3 1.55% 1.45% 1.20% 1.30% 1.55% 1.80%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive its management fee to 0.00%. This waiver may be amended or terminated only with approval of the Board of Trustees ("Board") of the Fund. Without this waiver the management fee would be 0.10%.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.475%; Class A, 0.375%; Class I, 0.125%; Class R1, 0.225%; Class R2, 0.475%; and Class R3, 0.725%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I Class R1 Class R2 Class R3
1 Year $ 699 $ 689 $ 122 $ 132 $ 158 $ 183
3 Years $ 1,184 $ 1,087 $ 491 $ 522 $ 599 $ 675
5 Years $ 1,695 $ 1,509 $ 885 $ 937 $ 1,066 $ 1,193
10 Years $ 3,092 $ 2,680 $ 1,987 $ 2,095 $ 2,359 $ 2,616

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 60% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in mutual funds managed by New York Life Investments ("affiliated Underlying Funds"), mutual funds managed by an advisor not affiliated with New York Life Investments or exchange traded funds ("ETFs") ("unaffiliated Underlying Funds") if a New York Life Investments managed mutual fund in a particular asset class is not available (collectively, "Underlying Funds").

The Fund seeks to achieve its investment objective by normally investing approximately 20% (within a range of 15% to 25%) of its assets in Underlying Fixed-Income Funds and approximately 80% (within a range of 75% to 85%) of its assets in Underlying Equity Funds. The Underlying Equity Funds may consist of approximately 19% (within a range of 14% to 24%) of international equity funds. The asset mix will progressively reduce equity exposure and become more conservative during the ten years after the retirement target date, when it will become approximately 40% equities (within a range of 35% and 45%) and 60% fixed income (within a range of 55% and 65%). New York Life Investments may change the asset class allocations within the ranges stated above, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the broader target allocation to equity and fixed-income, and the determination of tactical asset allocation adjustments, which establish how the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) is to be invested in across asset classes.

The following chart illustrates the Fund's target allocation among the asset classes as of January 1, 2011 and how the target allocation will change over time as the Fund approaches its target retirement date of 2030, and continues to change, becoming more conservative over a period of time after retirement (approximately ten years). Target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above.

   

The second step in the portfolio construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and the determination of target weightings among the Underlying Funds for the Fund's portfolio. To provide broad diversification, the Fund may invest in Underlying Funds which invest in sub-asset classes, including U.S. and international equity styles (large-, mid- and small-cap, as well as growth, value and blended styles) and fixed-income sectors (investment grade, high yield, bank loan, international, emerging market and inflation-protected bonds), as well as other sub-asset classes (real estate investment trusts ("REITs"), commodities and market neutral strategies). The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g., size, style, credit quality and duration). The Fund may invest in ETFs to gain broad market, sector or asset class exposure during periods when it has large amounts of uninvested cash.

New York Life Investments monitors the Fund's portfolio daily to ensure the Fund's actual asset class allocation among the Underlying Funds continues to conform to the Fund's target allocation over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets and various segments within those markets. For cash management purposes or in response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocation, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash or cash equivalents.

The Underlying Funds can buy many types of equity and debt securities, including those issued by U.S. issuers and to a more limited extent, those issued by foreign issuers. Such investments could have a positive or adverse effect on the Underlying Funds' performance, which in turn, could have a similar effect on the Fund's performance. In times of unusual or adverse market, economic or political conditions, these securities in which the Underlying Funds may invest may experience higher than normal default rates. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up (long-term securities will normally have more price volatility because of interest rate risk than short-term securities); (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: By investing the proceeds received from selling securities short, an Underlying Fund is employing a form of leverage, which creates special risks. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund will leverage its portfolio, or if it does, that the Underlying Fund's leveraging strategy will be successful. An Underlying Fund cannot guarantee that the use of leverage will produce a higher return on an investment.

Liquidity Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's investment manager believes is their full value or may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Inadequate Retirement Income: An investment in the Fund is not guaranteed, and the Fund may experience losses, including losses near, at, or after the target date. The Fund is not a complete retirement program, and there is no guarantee that the Fund will provide sufficient retirement income to an investor at and through an investor's retirement. Moreover, there is no guarantee that the Fund's performance will keep pace with or exceed the rate of inflation, which may reduce the value of your investment over time.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

The Fund may invest in unaffiliated Underlying Funds through an investment platform maintained by New York Life Investments. Unaffiliated Underlying Funds or their affiliates may pay New York Life Investments a fee in connection with their participation on this platform. In addition, unaffiliated Underlying Funds may pay service fees of up to 0.25% of average daily net assets attributable to investments by the Fund to NYLIM Service Company LLC, the Fund's transfer agent, for shareholder and subaccounting services in connection with the Fund's investments in the unaffiliated Underlying Funds. NYLIM Service Company will use any such fees collected to offset or reduce the other expenses of the Funds, including the Fund's expenses for transfer agency services. New York Life Investments has procedures in place to monitor the selection process of unaffiliated Underlying Funds. Payment of service fees are not considered as part of the selection process.

New York Life Investments and the portfolio managers have a fiduciary duty to the Fund to act in the Fund's best interests when selecting Underlying Funds. Under the oversight of the Board, New York Life Investments will carefully analyze any such situation and take all steps believed to be necessary to minimize and, where possible, eliminate potential conflicts.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Class R1 shares were first offered to the public on June 29, 2007, although this class of shares has not yet commenced operations. Class R2 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until January 8, 2009. Therefore, performance figures for Class R2 shares include the historical performance of Class A shares through January 7, 2009. Class R3 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until May 1, 2008. Therefore, performance figures for Class R3 shares include the historical performance for Class A shares through April 30, 2008. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. The performance for newer share classes is adjusted for differences in certain contractual expenses and fees. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2008-2010)

   

Best Quarter

2Q/09

14.91%

Worst Quarter

4Q/08

-17.81%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year Life of Fund
Return Before Taxes
Investor Class 6.85% -2.16%
Class A 6.97% -2.11%
Class I 13.48% -0.25%
Class R2 12.96% -0.62%
Class R3 12.81% -0.83%
Return After Taxes on Distributions
Class I 12.93% -0.74%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 9.10% -0.43%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% -2.84%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% -5.94%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 6.78%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affilates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your individual financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 77 of the Prospectus.

MainStay Retirement 2040 Fund

Investment Objective

The Fund seeks to maximize total return over time consistent with its current investment allocation. Total return is defined as a combination of long-term growth of capital and current income. "2040" in the Fund's name refers to the approximate year an investor in the Fund would plan to retire and likely would stop making new investments in the Fund. The Fund is designed for an investor who is seeking to retire between the years 2036 and 2045, and who plans to withdraw the value of the investor's account in the Fund gradually after retirement.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 69 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None None 0.25% 0.50%
Other Expenses 1.25% 0.67% 0.67% 0.77% 0.77% 0.77%
Acquired (Underlying) Fund Fees and Expenses 1.11% 1.11% 1.11% 1.11% 1.11% 1.11%
Total Annual Fund Operating Expenses 3 2.71% 2.13% 1.88% 1.98% 2.23% 2.48%
Waivers / Reimbursements 3 (1.13)% (0.65)% (0.65)% (0.65)% (0.65)% (0.65)%
Total Annual Fund and Underlying Fund Operating Expenses After Waivers / Reimbursements 3 1.58% 1.48% 1.23% 1.33% 1.58% 1.83%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive its management fee to 0.00%. This waiver may be amended or terminated only with approval of the Board of Trustees ("Board") of the Fund. Without this waiver the management fee would be 0.10%.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.475%; Class A, 0.375%; Class I, 0.125%; Class R1, 0.225%; Class R2, 0.475%; and Class R3, 0.725%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I Class R1 Class R2 Class R3
1 Year $ 702 $ 692 $ 125 $ 135 $ 161 $ 186
3 Years $ 1,244 $ 1,121 $ 528 $ 558 $ 635 $ 711
5 Years $ 1,811 $ 1,575 $ 956 $ 1,007 $ 1,136 $ 1,262
10 Years $ 3,346 $ 2,828 $ 2,148 $ 2,254 $ 2,514 $ 2,767

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 65% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in mutual funds managed by New York Life Investments ("affiliated Underlying Funds"), mutual funds managed by an advisor not affiliated with New York Life Investments or exchange traded funds ("ETFs") ("unaffiliated Underlying Funds") if a New York Life Investments managed mutual fund in a particular asset class is not available (collectively, "Underlying Funds").

The Fund seeks to achieve its investment objective by normally investing approximately 10% (within a range of 5% to 15%) of its assets in Underlying Fixed-Income Funds and approximately 90% (within a range of 85% to 95%) of its assets in Underlying Equity Funds. The Underlying Equity Funds may consist of approximately 20% (within a range of 15% to 25%) of international equity funds. The asset mix will progressively reduce equity exposure and become more conservative during the ten years after the retirement target date, when it will become approximately 40% equities (within a range of 35% and 45%) and 60% fixed income (within a range of 55% and 65%). New York Life Investments may change the asset class allocations within the range stated above, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the broader target allocation to equity and fixed-income, and the determination of tactical asset allocation adjustments, which establish how the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) is to be invested in across asset classes.

The following chart illustrates the Fund's target allocation among asset classes as of January 1, 2011, and how the target allocation will change over time as the Fund approaches its target retirement date of 2040, and continues to change, becoming more conservative over a period of time after retirement (approximately ten years). Target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above.

   

The second step in the portfolio construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and the determination of target weightings among the Underlying Funds for the Fund's portfolio. To provide broad diversification, the Fund may invest in Underlying Funds which invest in sub-asset classes, including U.S. and international equity styles (large-, mid- and small-cap, as well as growth, value and blended styles) and fixed-income sectors (investment grade, high yield, bank loan, international, emerging market and inflation-protected bonds), as well as other sub-asset classes (real estate investment trusts ("REITs"), commodities and market neutral strategies). The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g., size, style, credit quality and duration). The Fund may invest in ETFs to gain broad market, sector or asset class exposure during periods when it has large amounts of uninvested cash.

New York Life Investments monitors the Fund's portfolio daily to ensure the Fund's actual asset class allocation among the Underlying Funds continues to conform to the Fund's target allocation over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets and various segments within those markets. For cash management purposes or in response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocation, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash or cash equivalents.

The Underlying Funds can buy many types of equity and debt securities, including those issued by U.S. issuers and to a more limited extent, those issued by foreign issuers. Such investments could have a positive or adverse effect on the Underlying Funds' performance, which in turn, could have a similar effect on the Fund's performance. In times of unusual or adverse market, economic or political conditions, these securities in which the Underlying Funds may invest may experience higher than normal default rates. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up (long-term securities will normally have more price volatility because of interest rate risk than short-term securities); (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: By investing the proceeds received from selling securities short, an Underlying Fund is employing a form of leverage, which creates special risks. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund will leverage its portfolio, or if it does, that the Underlying Fund's leveraging strategy will be successful. An Underlying Fund cannot guarantee that the use of leverage will produce a higher return on an investment.

Liquidity Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's investment manager believes is their full value or may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Inadequate Retirement Income: An investment in the Fund is not guaranteed, and the Fund may experience losses, including losses near, at, or after the target date. The Fund is not a complete retirement program, and there is no guarantee that the Fund will provide sufficient retirement income to an investor at and through an investor's retirement. Moreover, there is no guarantee that the Fund's performance will keep pace with or exceed the rate of inflation, which may reduce the value of your investment over time.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

The Fund may invest in unaffiliated Underlying Funds through an investment platform maintained by New York Life Investments. Unaffiliated Underlying Funds or their affiliates may pay New York Life Investments a fee in connection with their participation on this platform. In addition, unaffiliated Underlying Funds may pay service fees of up to 0.25% of average daily net assets attributable to investments by the Fund to NYLIM Service Company LLC, the Fund's transfer agent, for shareholder and subaccounting services in connection with the Fund's investments in the unaffiliated Underlying Funds. NYLIM Service Company will use any such fees collected to offset or reduce the other expenses of the Funds, including the Fund's expenses for transfer agency services. New York Life Investments has procedures in place to monitor the selection process of unaffiliated Underlying Funds. Payment of service fees are not considered as part of the selection process.

New York Life Investments and the portfolio managers have a fiduciary duty to the Fund to act in the Fund's best interests when selecting Underlying Funds. Under the oversight of the Board, New York Life Investments will carefully analyze any such situation and take all steps believed to be necessary to minimize and, where possible, eliminate potential conflicts.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Class R1 shares were first offered to the public on June 29, 2007, although this class of shares has not yet commenced operations. Class R2 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until January 8, 2009. Therefore, performance figures for Class R2 shares include the historical performance of Class A shares through January 7, 2009. Class R3 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until May 1, 2008. Therefore, performance figures for Class R3 shares include the historical performance for Class A shares through April 30, 2008. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. The performance for newer share classes is adjusted for differences in certain contractual expenses and fees. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2008-2010)

   

Best Quarter

2Q/09

15.49%

Worst Quarter

4Q/08

-19.31%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year Life of Fund
Return Before Taxes
Investor Class 7.28% -2.87%
Class A 7.42% -2.83%
Class I 13.94% -1.01%
Class R2 13.51% -1.30%
Class R3 13.17% -1.62%
Return After Taxes on Distributions
Class I 13.40% -1.42%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 9.53% -1.01%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% -2.84%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% -5.94%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 6.78%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affilates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your individual financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 77 of the Prospectus.

MainStay Retirement 2050 Fund

Investment Objective

The Fund seeks to maximize total return over time consistent with its current investment allocation. Total return is defined as a combination of long-term growth of capital and current income. "2050" in the Fund's name refers to the approximate year an investor in the Fund would plan to retire and likely would stop making new investments in the Fund. The Fund is designed for an investor who is seeking to retire between the years 2046 and 2055, and who plans to withdraw the value of the investor's account in the Fund gradually after retirement.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the MainStay Funds. This amount may vary depending on the MainStay Fund in which you invest. More information about these and other discounts is available from your financial professional and in the "Information on Sales Charges" section starting on page 69 of the Prospectus and in the "Alternative Sales Arrangements" section on page 125 of the Statement of Additional Information.

Investor Class Class A Class I Class R1 Class R2 Class R3
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% 5.50% None None None None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None 1 None 1 None None None None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 2 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Distribution and/or Service (12b-1) Fees 0.25% 0.25% None None 0.25% 0.50%
Other Expenses 1.82% 0.94% 0.94% 1.04% 1.04% 1.04%
Acquired (Underlying) Fund Fees and Expenses 1.13% 1.13% 1.13% 1.13% 1.13% 1.13%
Total Annual Fund Operating Expenses 3 3.30% 2.42% 2.17% 2.27% 2.52% 2.77%
Waivers / Reimbursements 3 (1.70)% (0.92)% (0.92)% (0.92)% (0.92)% (0.92)%
Total Annual Fund and Underlying Fund Operating Expenses After Waivers / Reimbursements 3 1.60% 1.50% 1.25% 1.35% 1.60% 1.85%

1

A contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive its management fee to 0.00%. This waiver may be amended or terminated only with approval of the Board of Trustees ("Board") of the Fund. Without this waiver the management fee would be 0.10%.

3

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) of a class do not exceed the following percentages of average daily net assets: Investor Class, 0.475%; Class A, 0.375%; Class I, 0.125%; Class R1, 0.225%; Class R2, 0.475%; and Class R3, 0.725%. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Investor Class Class A Class I Class R1 Class R2 Class R3
1 Year $ 704 $ 694 $ 127 $ 137 $ 163 $ 188
3 Years $ 1,360 $ 1,180 $ 590 $ 621 $ 697 $ 772
5 Years $ 2,038 $ 1,691 $ 1,080 $ 1,131 $ 1,258 $ 1,383
10 Years $ 3,838 $ 3,089 $ 2,431 $ 2,534 $ 2,787 $ 3,033

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 70% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a "fund of funds," meaning that it seeks to achieve its investment objective by investing primarily in mutual funds managed by New York Life Investments ("affiliated Underlying Funds"), mutual funds managed by an advisor not affiliated with New York Life Investments or exchange traded funds ("ETFs") ("unaffiliated Underlying Funds") if a New York Life Investments managed mutual fund in a particular asset class is not available (collectively, "Underlying Funds").

The Fund seeks to achieve its investment objective by normally investing approximately 10% (within a range of 5% to 15%) of its assets in Underlying Fixed-Income Funds and approximately 90% (within a range of 85% to 95%) of its assets in Underlying Equity Funds. The Underlying Equity Funds may consist of approximately 23% (within a range of 18% to 28%) of international equity funds. The asset mix will progressively reduce equity exposure and become more conservative during the ten years after the retirement target date, when it will become approximately 40% equities (within a range of 35% and 45%) and 60% fixed income (within a range of 55% and 65%). New York Life Investments may change the asset class allocations within the ranges stated above, the Underlying Funds in which the Fund invests, or the target weighting without prior approval from shareholders.

New York Life Investments uses a two-step asset allocation process to create the Fund's portfolio. The first step includes a strategic review of the broader target allocation to equity and fixed-income, and the determination of tactical asset allocation adjustments, which establish how the Fund's investable portfolio (meaning the Fund's assets available for investment, other than working cash balances) is to be invested in across asset classes.

The following chart illustrates the Fund's target allocation among asset classes as of January 1, 2011, and how the target allocation will change over time as the Fund approaches its target retirement date of 2050, and continues to change, becoming more conservative over a period of time after retirement (approximately ten years). Target allocations and/or actual holdings will vary from time to time as a result of the tactical allocation process, although these variations will remain within the ranges described above.

   

The second step in the portfolio construction process involves the actual selection of Underlying Funds to represent the two broad asset classes indicated above and the determination of target weightings among the Underlying Funds for the Fund's portfolio. To provide broad diversification, the Fund may invest in Underlying Funds which invest in sub-asset classes, including U.S. and international equity styles (large-, mid- and small-cap, as well as growth, value and blended styles) and fixed-income sectors (investment grade, high yield, bank loan, international, emerging market and inflation-protected bonds), as well as other sub-asset classes (real estate investment trusts ("REITs"), commodities and market neutral strategies). The Fund may invest in any or all of the Underlying Funds within an asset class, but will not normally invest in every Underlying Fund at one time. Selection of individual Underlying Funds is based on several factors, including, but not limited to, past performance and total portfolio characteristics ( e.g., size, style, credit quality and duration). The Fund may invest in ETFs to gain broad market, sector or asset class exposure during periods when it has large amounts of uninvested cash.

New York Life Investments monitors the Fund's portfolio daily to ensure the Fund's actual asset class allocation among the Underlying Funds continues to conform to the Fund's target allocation over time and may periodically adjust target asset class allocations based on various quantitative and qualitative data relating to the U.S. and international economies, securities markets and various segments within those markets. For cash management purposes or in response to adverse market or other conditions, the Fund may, regardless of its normal asset class allocation, temporarily hold all or a portion of its assets in U.S. government securities, money market funds, cash or cash equivalents.

The Underlying Funds can buy many types of equity and debt securities, including those issued by U.S. issuers and to a more limited extent, those issued by foreign issuers. Such investments could have a positive or adverse effect on the Underlying Funds' performance, which in turn, could have a similar effect on the Fund's performance. In times of unusual or adverse market, economic or political conditions, these securities in which the Underlying Funds may invest may experience higher than normal default rates. In connection with the asset allocation process, the Fund may from time to time, invest more than 25% of its assets in one Underlying Fund.

Principal Risks of the Underlying Funds

Loss of Money Risk: Before considering an investment in the Fund, you should understand that you could lose money. The Fund's level of risk will depend on its investment allocation in the Underlying Funds. Principal risks of the Underlying Funds which could adversely affect the performance of the Fund, may include:

Market Changes Risk: The value of the Underlying Fund's investments may change because of broad changes in the markets in which the Underlying Fund invests, which could cause the Underlying Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Underlying Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Underlying Fund's manager or subadvisor may not produce the desired results.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Underlying Fund to lose more money than it would have lost had it invested in the underlying instrument. Derivatives may be difficult to sell, unwind or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its contractual obligations to the Underlying Fund.

Equity Securities Risk: Investments in common stocks and other equity securities are particularly subject to the risk of changing economic, stock market, industry and company conditions and the risks inherent in the portfolio managers' ability to anticipate such changes that can adversely affect the value of the Underlying Fund's holdings. Opportunity for greater gain often comes with greater risk of loss.

Debt Securities Risk: The risks of investing in debt securities include (without limitation): (i) credit risk, i.e., the issuer may not repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, i.e., low demand for debt securities may negatively impact their price; (iv) interest rate risk, i.e., when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up (long-term securities will normally have more price volatility because of interest rate risk than short-term securities); (v) selection risk, i.e., the securities selected by the Underlying Fund's manager or subadvisor may underperform the market or other securities selected by other funds; and (vi) call risk, i.e., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Underlying Fund's income, if the proceeds are reinvested at lower interest rates.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Growth Stock Risk: If growth companies do not increase their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

High-Yield Securities Risk: Investments in high-yield securities (commonly referred to as "junk bonds") are sometimes considered speculative because they present a greater risk of loss than higher quality securities. Such securities may, under certain circumstances, be less liquid than higher rated securities. These securities pay investors a premium (a high interest rate or yield) because of the increased risk of loss. These securities can also be subject to greater price volatility. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

Leverage Risk: By investing the proceeds received from selling securities short, an Underlying Fund is employing a form of leverage, which creates special risks. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's net asset value greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund will leverage its portfolio, or if it does, that the Underlying Fund's leveraging strategy will be successful. An Underlying Fund cannot guarantee that the use of leverage will produce a higher return on an investment.

Liquidity Risk: Securities purchased by an Underlying Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. The lack of an active trading market may make it difficult to obtain an accurate price for a security. If market conditions make it difficult to value securities, the Underlying Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security's sale. As a result, the Fund could pay more than the market value when buying Underlying Fund shares or receive less than the market value when selling Underlying Fund shares. Liquidity risk may also refer to the risk that an Underlying Fund may not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, unusually high volume of redemptions, or other reasons. To meet redemption requests, an Underlying Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Mortgage-Related and Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-related securities and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of an Underlying Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Underlying Fund to lose money. The ability of an Underlying Fund to successfully utilize these instruments may depend on the ability of the Underlying Fund's manager or subadvisor to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers, and the creditworthiness of the parties involved.

Real Estate Investment Trust Risk: Investments in REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes and changes in interest rates. Additionally, REITs are dependent on management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults and are subject to heavy cash flow dependency.

Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and must borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Underlying Fund may also be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Generally, securities held in a segregated account cannot be sold unless they are replaced with other liquid assets. The Underlying Fund's ability to access the pledged collateral may also be impaired in the event the broker fails to comply with the terms of the contract. In such instances the Underlying Fund may not be able to substitute or sell the pledged collateral. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Small-Cap Stock Risk: Stocks of small capitalization companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects, and greater spreads between bid and ask prices than stocks of larger companies. Small-capitalization companies may be more vulnerable to adverse business or market developments.

Value Stock Risk: Value stocks may never reach what the Underlying Fund's investment manager believes is their full value or may go down in value. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions, and therefore the Underlying Fund's performance may be lower or higher than that of funds that invest in other types of equity securities.

Principal Risks of the Fund

Asset Allocation Risk: Although allocation among different asset classes generally limits the Fund's exposure to the risks of any one class, the risk remains that New York Life Investments may favor an asset class that performs poorly relative to the other asset classes. For example, deteriorating stock market conditions might cause an overall weakness in the market that reduces the absolute level of stock prices in that market. Under these circumstances, if the Fund, through its holdings of Underlying Funds, were invested primarily in stocks, it would perform poorly relative to a portfolio invested primarily in bonds. Similarly, the portfolio managers of the Underlying Funds could be incorrect in their analysis of economic trends, countries, industries, companies, the relative attractiveness of asset classes or other matters. Moreover, because the Fund has set limitations on the amount of assets that may be allocated to each asset class, the Fund has less flexibility in its investment strategy than mutual funds that are not subject to such limitations. In addition, the asset allocations made by the Fund may not be ideal for all investors and may not effectively increase returns or decrease risk for investors.

Concentration Risk: To the extent that the Fund invests a significant portion of its assets in a single Underlying Fund, it will be particularly sensitive to the risks associated with that Underlying Fund and changes in the value of that Underlying Fund may have a significant effect on the net asset value of the Fund. Similarly, the extent to which an Underlying Fund invests more than 25% of its assets in a single industry or economic sector may also adversely impact the Fund, depending on the Fund's level of investment in that Underlying Fund.

Exchange Traded Fund ("ETF") Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that increase their costs versus the costs of owning the underlying securities directly.

Inadequate Retirement Income: An investment in the Fund is not guaranteed, and the Fund may experience losses, including losses near, at, or after the target date. The Fund is not a complete retirement program, and there is no guarantee that the Fund will provide sufficient retirement income to an investor at and through an investor's retirement. Moreover, there is no guarantee that the Fund's performance will keep pace with or exceed the rate of inflation, which may reduce the value of your investment over time.

Conflicts of Interest: Potential conflicts of interest situations could occur. For example, New York Life Investments may be subject to potential conflicts of interest in selecting the Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. In addition, the portfolio manager may have an incentive to select certain Underlying Funds due to compensation considerations. Moreover, a situation could occur where proper action for the Fund could be adverse to the interest of an Underlying Fund or vice versa.

The Fund may invest in unaffiliated Underlying Funds through an investment platform maintained by New York Life Investments. Unaffiliated Underlying Funds or their affiliates may pay New York Life Investments a fee in connection with their participation on this platform. In addition, unaffiliated Underlying Funds may pay service fees of up to 0.25% of average daily net assets attributable to investments by the Fund to NYLIM Service Company LLC, the Fund's transfer agent, for shareholder and subaccounting services in connection with the Fund's investments in the unaffiliated Underlying Funds. NYLIM Service Company will use any such fees collected to offset or reduce the other expenses of the Funds, including the Fund's expenses for transfer agency services. New York Life Investments has procedures in place to monitor the selection process of unaffiliated Underlying Funds. Payment of service fees are not considered as part of the selection process.

New York Life Investments and the portfolio managers have a fiduciary duty to the Fund to act in the Fund's best interests when selecting Underlying Funds. Under the oversight of the Board, New York Life Investments will carefully analyze any such situation and take all steps believed to be necessary to minimize and, where possible, eliminate potential conflicts.

Large Transaction Risk: To minimize disruptions to the operations of the Fund and the Underlying Funds, New York Life Investments seeks to maintain existing target allocations and to implement small changes to target allocations through the netting of purchases and redemptions of Fund shares. New York Life Investments generally does not initiate transactions with the Underlying Funds unless New York Life Investments determines that more substantial adjustments to the Fund's investments are appropriate to align the Fund's portfolio with existing target allocations or implement changes to the target allocations. When New York Life Investments determines to initiate a transaction with an Underlying Fund, New York Life Investments coordinates directly with the portfolio managers of the Underlying Fund to ensure that the transactions are accommodated efficiently and in a cost effective manner, including possibly implementing trades over a period of days rather than all at once. These practices may temporarily affect New York Life Investments' ability to fully implement the Fund's investment strategies.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the life of the Fund. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns (before and after taxes) for the one-year period and for the life of the Fund compare to those of three broad-based securities market indices. The Fund has selected the Standard & Poor's 500 ® Index ("S&P 500 ® Index") as its primary benchmark index. The S&P 500 ® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. The Fund has selected the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE ® ") Index as its secondary benchmark index. The MSCI EAFE ® Index consists of international stocks representing the developed world outside of North America. The Fund has selected the Barclays Capital U.S. Aggregate Bond Index as an additional benchmark index. The Barclays Capital U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities.

Performance data for the classes varies based on differences in their fee and expense structures. The Fund commenced operations on June 29, 2007. Class R1 shares were first offered to the public on June 29, 2007, although this class of shares has not yet commenced operations. Class R2 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until January 8, 2009. Therefore, performance figures for Class R2 shares include the historical performance of Class A shares through January 7, 2009. Class R3 shares were first offered to the public on June 29, 2007, although this class of shares did not commence operations until May 1, 2008. Therefore, performance figures for Class R3 shares include the historical performance for Class A shares through April 30, 2008. Performance figures for Investor Class shares, first offered on February 28, 2008, include the historical performance of Class A shares through February 27, 2008. The performance for newer share classes is adjusted for differences in certain contractual expenses and fees. Unadjusted, the performance shown for the newer classes might have been lower. P ast performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Please visit mainstayinvestments.com for more recent performance information.

Annual Returns, Class I Shares

(by calendar year 2008-2010)

   

Best Quarter

2Q/09

16.14%

Worst Quarter

4Q/08

-20.06%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year Life of Fund
Return Before Taxes
Investor Class 7.58% -3.39%
Class A 7.79% -3.30%
Class I 14.38% -1.46%
Class R2 13.91% -1.82%
Class R3 13.62% -2.08%
Return After Taxes on Distributions
Class I 13.98% -1.85%
Return After Taxes on Distributions and Sale of Fund Shares
Class I 9.74% -1.38%
S&P 500 ® Index (reflects no deductions for fees, expenses, or taxes) 15.06% -2.84%
MSCI EAFE ® Index (reflects no deductions for fees, expenses, or taxes) 7.75% -5.94%
Barclays Capital U.S. Aggregate Bond Index (reflects no deductions for fees, expenses, or taxes) 6.54% 6.78%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of shares at the end of the measurement period. Actual after-tax returns depend on your tax situation and may differ from those shown. After-tax returns are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Class I shares. After-tax returns for the other share classes may vary.

Management

New York Life Investments serves as the Fund's Manager and provides day-to-day portfolio management services for the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

Jae S. Yoon, Senior Managing Director

Since January 2011

Jonathan Swaney, Director

Since 2007

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution, or by contacting the Fund by telephone at 800-MAINSTAY (624-6782) , by mail at MainStay Funds, P.O. Box 8401, Boston, MA 02266-8401 or by accessing our website at mainstayinvestments.com. Generally, an initial investment minimum of $1,000 applies if you invest in Investor Class shares, $25,000 for Class A shares and $5,000,000 for individual investors in Class I shares investing directly (i) with the Fund; or (ii) through certain private banks and trust companies that have an agreement with NYLIFE Distributors LLC or its affilates. A subsequent investment minimum of $50 applies to investments in Investor Class shares. However, for Investor Class shares purchased through AutoInvest, a monthly systematic investment plan, a $500 initial investment minimum ($50 for subsequent purchases) applies. Class R1, Class R2, Class R3 shares and institutional shareholders in Class I shares have no initial or subsequent investment minimums.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your individual financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section starting on page 77 of the Prospectus.

The Underlying Funds: Investment Risks
Information about each Fund's objective, principal investment strategies, investment practices and principal risk factors appears in the relevant summary sections for each Fund at the beginning of this Prospectus. The information below describes in greater detail the investment risks pertinent to the Underlying Funds. Some of the Underlying Funds may use the investments/strategies discussed below more than other Underlying Funds.

Additional information about the investment practices of the Funds and Underlying Funds and risks pertinent to these practices is included in the Statement of Additional Information ("SAI"). The following information is provided in alphabetical order and not necessarily in order of importance.

Principal Investment Risks of the Underlying Funds

  • American Depositary Receipts ("ADRs") : Underlying Funds may invest in ADRs. ADRs, which are typically issued by a U.S. financial institution (a "depositary"), evidence ownership interests in a security or pool of securities issued by a foreign company which are held by a depositary. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. Because ADRs are not denominated in the same currency as the underlying securities into which they may be converted, they are subject to currency risks. In addition, depositary receipts involve many of the same risks of investing directly in foreign securities. Generally, ADRs are considered to be foreign securities.

  • Convertible Securitites: Convertible securities, until converted, have the same general characteristics as debt securities insofar as they generally provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. By permitting the holder to exchange an investment for common stock or the cash value of a security or a basket or index of securities, convertible securities may also enable the investor to benefit from increases in the market price of the underlying securities. Therefore, convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.

  • Debt Securities Risk: Certain Underlying Funds may invest in debt instruments for income or other reasons. Investors buy debt instruments primarily to profit through interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt securities, including (without limitation):

    • bonds;

    • notes; and

    • debentures.

Some debt securities pay interest at a fixed rate of return, while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the principal amount that is to be paid at maturity.

The risks involved with investing in debt securities include (without limitation):

    • Credit risk: The purchaser of a debt security lends money to the issuer of that security. If the issuer does not pay back the loan, the holder of the security may experience a loss on its investment.

    • Maturity risk: A debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity. Therefore, the net asset value ("NAV") of an Underlying Fund that holds debt securities with a longer average maturity may fluctuate in value more than the NAV of an Underlying Fund that holds debt securities with a shorter average maturity.

    • Market risk: Like other securities, debt securities are subject to the forces of supply and demand. Low demand may negatively impact the price of a debt security.

    • Interest rate risk: The value of debt securities usually changes when interest rates change. Generally, when interest rates go up, the value of a debt security goes down and when interest rates go down, the value of a debt security goes up.

  • Derivative Transactions : Certain Underlying Funds may enter into derivative transactions, or "derivatives," which may include options, futures, options on futures and swap agreements. The value of derivatives is based on certain underlying equity or fixed-income securities, interest rates, currencies or indices. The use of these transactions is a highly specialized activity that involves investment techniques, tax planning and risks that are different from those of ordinary securities transactions. Derivatives may be hard to sell at an advantageous price or time and typically are very sensitive to changes in the underlying security, interest rate, currency or index. As a result, derivatives can be highly volatile. If the manager or the subadvisor of the Underlying Fund is incorrect about its expectations of changes in interest rates or market conditions, the use of derivatives could result in a loss, which in some cases may be unlimited. When using derivatives, there is a risk that an Underlying Fund will lose money if the contract counterparty does not make the required payments or otherwise fails to comply with the terms of the contract.

In the event of the bankruptcy or insolvency of a counterparty, the Underlying Fund could experience the loss of some or all of its investment or experience delays in liquidating its positions, including declines in the value of its investment during the period in which the Underlying Fund seeks to enforce its rights, and an inability to realize any gains on its investment during such period. An Underlying Fund may also incur fees and expenses incurred in enforcing its rights.

Certain Underlying Funds may have investments in equity swaps. These transactions can result in sizeable realized and unrealized capital gains and loses relative to the gains and loses from the Underlying Funds' direct investments in equity securities and short sales.

As investment companies registered with the Securities and Exchange Comission ("SEC"), the Underlying Funds must "cover" obligations with respect to certain kinds of derivatives instruments.

  • Equity Securities Risk : Publicly held corporations may raise needed cash by issuing or selling equity securities to investors. When you buy the equity securities of a corporation you become a part owner of the issuing corporation. Equity securities may be bought on stock exchanges, such as the New York Stock Exchange, NASDAQ Stock Market, Inc. ("NASDAQ"), the American Stock Exchange, foreign stock exchanges, or in the over-the-counter market, such as NASDAQ's Over-the-Counter Bulletin Board. There are many different types of equity securities, including (without limitation):

    • common stocks;

    • preferred stocks;

    • ADRs; and

    • real estate investment trusts.

Investors buy equity securities to make money through dividend payments and/or selling them for more than they paid. The risks involved with investing in equity securities include (without limitation):

    • Changing economic conditions: Equity securities may fluctuate as a result of general economic conditions, including changes in interest rates.

    • Industry and company conditions: Certain industries or individual companies may come in and out of favor with investors. In addition, changing technology and competition may make the equity securities of a company or industry more volatile.

    • Security selection: A portfolio manager may not be able to consistently select equity securities that appreciate in value, or anticipate changes that can adversely affect the value of an Underlying Fund's holdings. Investments in smaller and mid-size companies may be more volatile than investments in larger companies.

  • Exchange Traded Funds Risk: The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by an Underlying Fund could result in losses on the Underlying Fund's investment in ETFs. ETFs are also subject to management fees and other fees that may increase their costs versus the costs of owning the underlying securities directly.

  • Floating Rate Loans: Floating rate loans incur some of the same risks as other debt securities, such as prepayment risk, credit risk, interest rate risk and risk found with high-yield securities.

Floating rate loans are subject to the risk that the scheduled interest or principal payments will not be paid. Lower-quality loans (those of less than investment grade quality) involve greater risk of default on interest and principal payments than higher quality loans. In the event that a non-payment occurs, the value of that obligation likely will decline. In turn, the NAV of an Underlying Fund's shares also will decline. Generally, the lower the rating category, the more risky the investment.

Although the floating rate loans in which an Underlying Fund generally invests may be speculative, they are generally subject to less credit risk than debt securities rated below investment grade, as they have features that such debt securities generally do not have. They are typically senior obligations of the borrower or issuer, are typically secured by collateral, and generally are subject to certain restrictive covenants in favor of the lenders or security holders that invest in them. Floating rate loans are usually issued in connection with a financing or corporate action (such as leveraged buyout loans, leveraged recapitalizations and other types of acquisition financing). In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. As such, floating rate loans are part of highly leveraged transactions and involve a significant risk that the borrower may default or go into bankruptcy. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates.

An Underlying Fund may purchase loans via assignment, which makes the Underlying Fund a direct lender. However, an Underlying Fund may also invest in floating rate loans by purchasing a participation interest. See "Loan Participation Interests."

An Underlying Fund also may be in possession of material non-public information about a borrower as a result of its ownership of a floating rate instrument of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information, an Underlying Fund might be unable to enter into a transaction in a publicly-traded security of that borrower when it would otherwise be advantageous to do so.

  • Foreign Securities Risk: Generally, foreign securities are issued by companies organized outside the U.S. and are traded primarily in markets outside the U.S. Generally, foreign debt instruments are issued by companies organized outside the U.S., but may be traded on bond markets or over-the-counter markets in the U.S. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investments in emerging market countries present risks to a greater degree than those presented by investments in countries with developed securities markets and more advanced regulatory systems.

Many of the foreign securities in which the Underlying Funds invest will be denominated in foreign currency. Changes in foreign currency exchange rates will affect the value of securities denominated or quoted in foreign currencies. Exchange rate movements can be large and can endure for extended periods of time, affecting either favorably or unfavorably the value of the Underlying Funds' assets. However, an Underlying Fund may engage in foreign currency transactions to attempt to protect itself against fluctuations in currency exchange rates in relation to the U.S. dollar. See "Risk Management Techniques" below.

  • Futures Transactions: An Underlying Fund may purchase and sell single stock futures or stock index futures to hedge the equity portion of its investment portfolio with regard to market (systemic) risk or to gain market exposure to that portion of the market represented by the futures contracts. An Underlying Fund may also purchase and sell other futures when deemed appropriate, in order to hedge the equity or non-equity portions of its portfolio. In addition, to the extent that it invests in foreign securities, and subject to any applicable restriction on the Underlying Fund's ability to invest in foreign currencies, an Underlying Fund may enter into contracts for the future delivery of foreign currencies to hedge against changes in currency exchange rates. Subject to compliance with applicable rules and restrictions, an Underlying Fund also may enter into futures contracts traded on foreign futures exchanges such as those located in Frankfurt, Tokyo, London or Paris.

An Underlying Fund may purchase and sell futures contracts on debt securities and on indices of debt securities in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of the Underlying Fund's securities. An Underlying Fund may also enter into such futures contracts for other appropriate risk management, income enhancement and investment purposes.

There are several risks associated with the use of futures contracts and options on futures contracts as hedging techniques. There can be no assurance that a liquid market will exist at the time when an Underlying Fund seeks to close out a futures contract. If no liquid market exists, an Underlying Fund would remain obligated to meet margin requirements until the position is closed. Futures may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Underlying Fund's securities being hedged, even if the hedging vehicle closely correlates with the Underlying Fund's investments, such as with single stock futures contracts. If the price of a futures contract changes more than the price of the securities or currencies, an Underlying Fund will experience either a loss or a gain on the futures contracts that will not be completely offset by changes in the price of the securities or currencies that are the subject of the hedge. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives.

  • Global Depositary Receipts ("GDRs") and European Depositary Receipts (EDRs"): To the extent an Underlying Fund may invest in foreign securities, an Underlying Fund may invest in GDRs and EDRs. GDRs and EDRs are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. GDRs and EDRs may not be denominated in the same currency as the underlying securities into which they may be converted, and are subject to currency risks. Depositary receipts involve many of the same risks of investing directly in foreign securities.

  • Growth Stock Risk: Certain Underlying Funds may invest in equity securities of companies that their portfolio managers believe will experience relatively rapid earnings growth. Such "growth stocks" typically trade at higher multiples of current earnings than other securities. Therefore, the values of growth stocks may be more sensitive to changes in current or expected earnings than the values of other securities.

The principal risk of investing in growth stocks is that investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If these expectations are not met, the market price of the stock may decline significantly, even if earnings showed an absolute increase. Growth stocks also typically lack the dividend yield that can cushion stock prices in market downturns.

  • High-Yield Securities Risk: High-yield securities (commonly referred to as "junk bonds") are typically rated below investment grade by one or more of the rating agencies or, if not rated, are determined to be of equivalent quality by the Underlying Fund's manager or subadvisor and are sometimes considered speculative. Investments in high-yield securities or "junk bonds" involve special risks in addition to the risks associated with investments in higher-rated securities. High-yield securities may be regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, such securities may, under certain circumstances, be less liquid than higher rated securities. In times of unusual or adverse market, economic or political conditions, these securities may experience higher than normal default rates.

  • Illiquid and Restricted Securities : Certain Underlying Fund's investments may include illiquid securities or restricted securities. Investments in illiquid and restricted securities may be difficult to sell and value. Restricted securities are securities that are sold only through negotiated private transactions and not to the general public, due to certain restrictions imposed by federal securities laws.

  • Initial Public Offerings : Certain Underlying Funds may invest in securities that are made available in initial public offerings ("IPOs"). IPO securities may be volatile, and an Underlying Fund cannot predict whether investments in IPOs will be successful. As an Underlying Fund grows in size, the positive effect of IPO investments on the Fund may decrease.

  • Investment Policies and Objectives : Certain of the Underlying Funds have names which suggest a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, each of these Underlying Funds has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its assets (net assets plus the amount of any borrowings for investment purposes) in investments of the type suggested by its name. For a list of these policies, please see the SAI. This requirement is applied at the time an Underlying Fund invests its assets. If, subsequent to an investment by an Underlying Fund, this requirement is no longer met, the Underlying Fund's future investments will be made in a manner that will bring the Underlying Fund into compliance with this requirement. In addition, in appropriate circumstances, synthetic investments may count toward the 80% minimum if they have economic characteristics similar to the other investments included in the basket. In most cases, the MainStay Funds have adopted a policy to provide a Fund's shareholders with at least 60 days' prior notice of any change in this non-fundamental policy. For additional information, please see the SAI.

The Investment Objectives for most Underlying Funds are non-fundamental and may be changed without shareholder approval. In other cases, the Investment Objectives are fundamental and cannot be changed without the approval of a majority of the relevant Underlying Fund's outstanding voting securities.

  • Lending of Portfolio Securities : The Underlying Funds may lend their portfolio securities. Portfolio securities may be loaned to brokers, dealers and financial institutions to realize additional income under guidelines adopted by the board of the applicable Underlying Fund. A risk of lending portfolio securities, as with other extensions of credit, is the possible loss of rights in the collateral should the borrower fail financially. With respect to the affiliated Underlying Funds, in determining whether to lend securities, the manager, the applicable subadvisors, or its/their agent, will consider all relevant facts and circumstances, including the creditworthiness of the borrower.

  • Leverage Risk: By investing the proceeds received from selling securities short, an Underlying Fund is employing a form of leverage, which creates special risks. The use of leverage may increase an Underlying Fund's exposure to long equity positions and make any change in the Underlying Fund's NAV greater than without the use of leverage. This could result in increased volatility of returns. There is no guarantee that an Underlying Fund will leverage its portfolio, or if it does, that the Underlying Fund's leveraging strategy will be successful. An Underlying Fund cannot guarantee that the use of leverage will produce a higher return on an investment.

  • Liquidity Risk: Certain of the Underlying Funds are subject to liquidity risk. Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing an Underlying Fund from selling these illiquid securities at an advantageous time or price. Underlying Funds with principal investment strategies that involve securities of companies with smaller market capitalizations, foreign securities, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk.

  • Loan Participation Interests : Loan participation interests, also referred to as Participations, are fractional interests in an underlying corporate loan and may be purchased from an agent bank, co-lenders or other holders of Participations. There are three types of Participations which an Underlying Fund may purchase. A Participation in a novation of a corporate loan involves an Underlying Fund assuming all of the rights of the lender in a corporate loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. Second, an Underlying Fund may purchase a Participation in an assignment of all or a portion of a lender's interest in a corporate loan, in which case an Underlying Fund may be required generally to rely on the assigning lender to demand payment and to enforce its rights against the borrower, but would otherwise be entitled to all of such lender's rights in the underlying corporate loan. Third, an Underlying Fund may also purchase a Participation in a portion of the rights of a lender in a corporate loan, in which case, an Underlying Fund will be entitled to receive payments of principal, interest and fees, if any, but generally will not be entitled to enforce its rights against the agent bank or borrower. The Underlying Fund must rely on the lending institution for that purpose.

The principal credit risk associated with acquiring Participations from a co-lender or another Participant is the credit risk associated with the underlying corporate borrower. An Underlying Fund may incur additional credit risk, however, when it is in the position of Participant rather than co-lender because the Underlying Fund must then assume the risk of insolvency of the co-lender from which the Participation was purchased and that of any person interposed between the Underlying Fund and the co-lender.

  • Mortgage-Related and Asset-Backed Security Risk: Mortgage-related (including mortgage-backed) and asset-backed securities are securities whose values are based on underlying pools of loans that may include interests in pools of lower-rated debt securities, consumer loans or mortgages, or complex instruments such as collateralized mortgage obligations and stripped mortgage-backed securities. The value of these securities may be significantly affected by changes in interest rates, the market's perception of the issuers and the creditworthiness of the parties involved. A portfolio manager's ability to correctly forecast interest rates and other economic factors will impact the success of investments in mortgage-related and asset-backed securities. Some securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. These securities also may be subject to prepayment risk if interest rates fall, and if the security has been purchased at a premium the amount of some or all of the premium may be lost in the event of prepayment. On the other hand, if interest rates rise, there may be less of the underlying debt prepaid, which would cause the average bond maturity to rise and increase the potential for an Underlying Fund to lose money as interest rates rise.

  • Options: An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option. If an Underlying Fund's Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return.

  • Portfolio Turnover: Portfolio turnover measures the amount of trading an Underlying Fund does during the year. Due to its trading strategies, an Underlying Fund may experience a portfolio turnover rate of over 100%. The portfolio turnover rate for each Underlying Fund is found in the Prospectus of each Underlying Fund. The use of certain investment strategies may generate increased portfolio turnover. An Underlying Fund with high turnover rates (at or over 100%) often will have higher transaction costs (which are paid by the Underlying Fund) and may generate short-term capital gains (on which you or a Fund will pay taxes, even if you or it do not sell any shares by year-end).

  • Real Estate Investment Trust ("REIT") Risk: Certain Underlying Funds may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related loans. Investment in REITs carries with it many of the risks associated with direct ownership of real estate, including declines in property values, extended vacancies, increases in property taxes, and changes in interest rates. In addition to these risks, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults, and are subject to heavy cash flow dependency.

  • Risk Management Techniques : Various techniques can be used to increase or decrease an Underlying Fund's exposure to changing security prices, interest rates, currency exchange rates, commodity prices or other factors that affect security values. These techniques may involve derivative transactions such as buying and selling futures contracts and options on futures contracts, entering into foreign currency transactions (such as foreign currency forward contracts and options on foreign currencies) and purchasing put or call options on securities and securities indices.

These practices can be used in an attempt to adjust the risk and return characteristics of an Underlying Fund's portfolio of investments. For example, to gain exposure to a particular market, an Underlying Fund may be able to purchase a futures contract with respect to that market. The use of such techniques in an attempt to reduce risk is known as "hedging." If the manager or subadvisor of the Underlying Fund judges market conditions incorrectly or employs a strategy that does not correlate well with the Underlying Fund's investments, these techniques could result in a loss, which in some cases may be unlimited, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of an Underlying Fund and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.

  • Short Sales Risk: If a security sold short increases in price, an Underlying Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss, which could be theoretically unlimited. An Underlying Fund may have substantial short positions and may borrow those securities to make delivery to the buyer. An Underlying Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, an Underlying Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

When borrowing a security for delivery to a buyer, an Underlying Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. An Underlying Fund must normally repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Underlying Fund may be required to pay in connection with the short sale. Also, the lender of a security may terminate the loan at a time when an Underlying Fund is unable to borrow the same security for delivery. In that case, the Underlying Fund would need to purchase a replacement security at the then current market price or "buy in" by paying the lender an amount equal to the cost of purchasing the security.

Until an Underlying Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Underlying Fund's short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. Additionally, an Underlying Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit an Underlying Fund's investment flexibility, as well as its ability to meet redemption requests or other current obligations.

  • Small-Cap Stock Risk: The general risks associated with equity securities and liquidity risk are particularly pronounced for securities of companies with market capitalizations that are small compared to other publicly traded companies. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. Securities of small-capitalization companies may trade less frequently and in lesser volume than more widely held securities, and their values may fluctuate more sharply than other securities. They may also trade in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity.

  • Swap Agreements : Certain Underlying Funds may enter into interest rate, credit default, index, equity (including total return), and currency exchange rate swap agreements to attempt to obtain a desired return at a lower cost than a direct investment in an instrument yielding that desired return. In a typical swap transaction, two parties agree to exchange the returns (or differentials in rates of returns) earned or realized on particular investments or instruments. The payments may be adjusted for transaction costs, interest payments, the amount of interest paid on the investment or instrument or other factors.

Whether an Underlying Fund's use of swap agreements will be successful will depend on whether the applicable manager or subadvisor correctly predicts movements in the value of particular securities, interest rates, indices and currency exchange rates. In particular, credit default swaps can result in losses if an Underlying Fund does not correctly evaluate the creditworthiness of the company on which the credit default swap is based. Such instruments are not afforded the same protections as may apply to participants trading futures or options on organized exchanges, such as the performance guarantee of an exchange clearinghouse. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. There is a risk that the other party could go bankrupt and the Underlying Fund would lose the value of the security it should have received in the swap. See the "Tax Information" section in the SAI for information regarding the tax considerations relating to swap agreements.

  • Temporary Defensive Investments : In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes or for liquidity purposes, an Underlying Fund may invest outside the scope of its principal investment strategies. Under such conditions, an Underlying Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the Underlying Fund will achieve its investment objective. Under such conditions, an Underlying Fund may be permitted to invest without limit in cash or money market and other investments.

  • To-Be-Announced ("TBA") Securities : In a "to-be-announced securities" transaction, a seller agrees to deliver to an Underlying Fund a security at a future date. However, the seller does not specify the particular security to be delivered. Instead, the Underlying Fund agrees to accept any security that meets specified terms.

    There can be no assurance that a security purchased on a TBA basis will be delivered by the counterparty. Also, the value of TBA securities on the delivery date may be more or less than the price paid by an Underlying Fund to purchase the securities. An Underlying Fund will lose money if the value of the TBA security declines below the purchase price and will not benefit if the value of the security appreciates above the sale price prior to delivery.

  • Value Stock Risk: Certain Underlying Funds may invest in companies that may not be expected to experience significant earnings growth, but whose securities their portfolio managers believe are selling at a price lower than their true value. Companies that issue such "value stocks" may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. The principal risk of investing in value stocks is that they may never reach what the Underlying Fund's investment manager believes is their full value or that they may go down in value. If a portfolio manager's assessment of a company's prospects is wrong, or if the market does not recognize the value of the company, the price of that company's securities may decline or may not approach the value that the portfolio manager anticipates.

  • When-Issued Securities and Forward Commitments: Debt securities are often issued on a when-issued or forward commitment basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the securities take place at a later date. During the period between purchase and settlement, no payment is made by the Underlying Fund and no interest accrues to the Underlying Fund. There is a risk that the security could be worth less when it is issued than the price the Underlying Fund agreed to pay when it made the commitment. Similarly, an Underlying Fund may commit to purchase a security at a future date at a price determined at the time of the commitment. The same procedure and risks exist for forward commitments as for when-issued securities.

  • Zero Coupon and Payment-In-Kind Bonds: Certain Underlying Funds may purchase zero coupon bonds, which are debt obligations issued without any requirement for the periodic payment of interest. Certain Underlying Funds may also invest in payment-in-kind bonds. Payment-in-kind bonds normally give the issuer an option to pay in cash at a coupon payment date or in securities with a fair value equal to the amount of the coupon payment that would have been made. Zero coupon bonds are issued at a significant discount from their face value. The discount approximates the total amount of interest the bonds would accrue and compound over the period until maturity at a rate of interest reflecting the market rate at the time of issuance. Because interest on zero coupon obligations is not paid to an Underlying Fund on a current basis but is, in effect, compounded, the value of this type of security is subject to greater fluctuations in response to changing interest rates than the value of debt obligations that distribute income regularly.

Zero coupon bonds and payment-in-kind bonds tend to be subject to greater market risk than interest paying securities of similar maturities. The discount represents income, a portion of which an Underlying Fund must accrue and distribute every year even though the Underlying Fund receives no payment on the investment in that year. Therefore, these investments tend to be more volatile than securities which pay interest periodically and in cash. In addition, there may be special tax considerations associated with investing in high-yield/high-risk bonds structured as zero coupon or payment-in-kind securities. Interest on these securities is recorded annually as income even though no cash interest is received until the security's maturity or payment date. As a result, the amounts that have accrued each year are required to be distributed to shareholders and such amounts will be taxable to shareholders. Additionally, an Underlying Fund may have to sell some of its assets to distribute cash to shareholders. These actions are likely to reduce the Underlying Fund's assets and may thereby increase its expense ratio and decrease its
rate of return.

Shareholder Guide

The following pages are intended to provide information regarding how to buy and sell shares of the MainStay Funds and to help you understand the costs associated with buying, holding and selling your MainStay Fund investments. Not all of the MainStay Funds discussed below are offered in this Prospectus. Furthermore, certain share classes are not available for all MainStay Funds or to all investors.

For additional details regarding the information described in this Shareholder Guide or if you have any questions, please contact your financial adviser or the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) or by going online to mainstayinvestments.com.

Please note that shares of the MainStay Funds are generally not available for purchase by foreign investors.

NYLIFE Distributors LLC and/or the MainStay Funds reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains in a check mailed to any investor who becomes a non-U.S. resident; and (ii) to redeem shares and close the account of an investor who becomes a non-U.S. resident.

SIMPLE IRA Plan accounts and certain other retirement plan accounts may not be eligible to invest in certain MainStay Funds, and may only be eligible to hold Investor Class shares.

The following terms are used in this Shareholder Guide:

"MainStay Asset Allocation Funds" collectively refers to the MainStay Conservative Allocation Fund, MainStay Moderate Allocation Fund, MainStay Moderate Growth Allocation Fund, and MainStay Growth Allocation Fund.

"MainStay Blended Funds" collectively refers to the MainStay Balanced Fund, MainStay Convertible Fund, and MainStay Income Builder Fund.

"MainStay Epoch Funds" collectively refers to the MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, and MainStay Epoch International Small Cap Fund.

"MainStay Equity Funds" collectively refers to the MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, MainStay 130/30 International Fund, MainStay Common Stock 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 Growth Equity Fund, MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund, MainStay MAP Fund, MainStay S&P 500 Index Fund, and MainStay U.S. Small Cap Fund.

"MainStay Income Funds" collectively refers to the MainStay Balanced Fund, MainStay Cash Reserves Fund, MainStay Convertible Fund, MainStay Flexible Bond Opportunities Fund, MainStay Floating Rate Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Corporate Bond Fund, MainStay High Yield Municipal Bond Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund, MainStay Indexed Bond Fund, MainStay Intermediate Term Bond Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund, MainStay Tax Free Bond Fund, and MainStay Short Term Bond Fund.

"MainStay International Equity Funds" collectively refers to the MainStay 130/30 International Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, and MainStay International Equity Fund.

"MainStay Money Market Funds" collectively refers to the MainStay Cash Reserves Fund, MainStay Money Market Fund, and MainStay Principal Preservation Fund.

"MainStay Retirement Funds" collectively refers to the MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund, and MainStay Retirement 2050 Fund.

The Board of Trustees of Eclipse Funds, the Board of Trustees of MainStay Funds Trust, the Board of Trustees of The MainStay Funds, and the Board of Directors of Eclipse Funds Inc. are collectively referred to as the "Board."

The Investment Company Act of 1940, as amended, is referred to as the "1940 Act."

New York Life Investment Management LLC is referred to as the "Manager" or "New York Life Investments."

New York Life Insurance Company is referred to as "New York Life."

NYLIM Service Company LLC is referred to as the "Transfer Agent" or "NYLIM Service Company."

NYLIFE Distributors LLC is referred to as the "Distributor" or "NYLIFE Distributors."

The New York Stock Exchange is referred to as the "Exchange."

Net asset value is referred to as "NAV."

The Securities and Exchange Commission is referred to as the "SEC."

Before You Invest:
Deciding Which Class of Shares to Buy

The MainStay Funds offer Investor Class, and Class A, B, C, I, R1, R2 and R3 shares, as applicable. Each share class of a MainStay Fund represents an interest in the same portfolio of securities, but each class has its own sales charge and expense structure, providing you with different choices for meeting the needs of your situation. Depending upon how you wish to purchase shares of a MainStay Fund and the MainStay Fund in which you wish to invest, the share classes available to you may vary.

The decision as to which class of shares is best suited to your needs depends on a number of factors that you should discuss with your financial adviser. Important factors to consider include:

  • how much you plan to invest;

  • how long you plan to hold your shares;

  • total expenses associated with each class of shares; and

  • whether you qualify for any reduction or waiver of sales charge.

As with any business, running a mutual fund involves costs. There are regular operating costs, such as investment advisory fees, marketing and distribution expenses, and custodial, transfer agency, legal and accounting fees, among others. These operating costs are typically paid from the assets of a MainStay Fund, and thus, all investors in the MainStay Funds indirectly share the costs. These expenses for each MainStay Fund are presented in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Annual Fund Operating Expenses." As the fee tables show, certain costs are borne equally by each share class. In cases where services or expenses are class-specific, such as distribution and/or service (12b-1) fees, the fees payable for transfer agency services or certain other expenses, the costs may be allocated differently among the share classes.

In addition to the direct expenses that a MainStay Fund bears, MainStay Fund shareholders indirectly bear the expenses of the other funds in which the MainStay Fund invests ("Underlying Funds"), where applicable. The tables entitled "Fees and Expenses of the Fund" reflect a MainStay Fund's estimated indirect expenses from investing in Underlying Funds based on the allocation of the MainStay Fund's assets among the Underlying Funds during the MainStay Fund's most recent fiscal year. These expenses may be higher or lower over time depending on the actual investments of the MainStay Fund's assets in the Underlying Funds and the actual expenses of the Underlying Funds.

In some cases, the Total Annual Fund Operating Expenses reflected in the tables entitled "Fees and Expenses of the Fund" may differ in part from the amounts shown in the Financial Highlights section of the applicable Prospectuses, which reflect only the operating expenses of a MainStay Fund for its prior fiscal year and do not include the MainStay Fund's share of the fees and expenses of any Underlying Fund.

Most significant among the class-specific costs are:

  • Distribution and/or Service (12b-1) Fee —named after the SEC rule that permits their payment, 12b-1 fees are paid by a class of shares to the Distributor for distribution and/or shareholder services such as marketing and selling MainStay Fund shares, compensating brokers and others who sell MainStay Fund shares, advertising, printing and mailing of prospectuses, responding to shareholder inquiries, etc.

  • Shareholder Service Fee —this fee covers certain services provided to retirement plans investing in Class R1, Class R2 and Class R3 shares that are not included under a MainStay Fund's 12b-1 plan, such as certain account establishment and maintenance, order processing, and communication services.

An important point to keep in mind about 12b-1 fees and shareholder service fees is that they reduce the value of your shares, and therefore, will proportionately reduce the returns you receive on your investment and any dividends that are paid. See "Information on Fees" in this section for more information about these fees.

In addition to regular operating costs, there are costs associated with an individual investor's transactions and account, such as the compensation paid to your financial adviser for helping you with your investment decisions. The MainStay Funds typically cover such costs by imposing sales charges and other fees directly on the investor either at the time of purchase or upon redemption. These charges and fees for each MainStay Fund are presented earlier in the respective Prospectuses in the tables entitled, "Fees and Expenses of the Fund," under the heading, "Shareholder Fees." Such charges and fees include:

  • Initial Sales Charge —also known as a "front-end sales load," refers to a charge that is deducted from your initial investment in Investor Class and Class A shares and is used to compensate the Distributor and/or your financial adviser for their efforts and assistance to you in connection with the purchase. The key point to keep in mind about a front-end sales load is that it reduces the amount available to purchase MainStay Fund shares.

  • Contingent Deferred Sales Charge —also known as a "CDSC" or "back-end sales load," refers to a sales load that is deducted from the proceeds when you redeem MainStay Fund shares (that is, sell shares back to the MainStay Fund). The amount of the CDSC that you pay will depend on how long you hold your shares and decreases to zero if you hold your shares long enough. Although you pay no sales charge at the time of purchase, the Distributor typically pays your financial adviser a commission up-front. In part to compensate the Distributor for this expense over time, you will pay a higher ongoing 12b-1 fee. Over time, these fees may cost you more than paying an initial sales charge.

Distribution and/or service (12b-1) fees, shareholder service fees, initial sales charges and contingent deferred sales charges are each discussed in more detail in this Shareholder Guide. Investor Class, Class A, Class B and Class C shares of the MainStay Money Market Fund are sold with no initial sales charge or CDSC and have no annual 12b-1 fees. The following table gives you a summary of the differences among share classes with respect to such fees and other important factors:

Summary of Important Differences Among Share Classes
Investor
Class
Class A Class B Class C Class I Class R1 Class R2 Class R3
Initial sales charge Yes Yes None None None None None None
Contingent
deferred sales
charge
None 1 None 1 Sliding scale during the first six years after purchase 2 1% on sale of shares held for one year or less None None None None
Ongoing distribution
and/or service
(12b-1) fees
0.25% 0.25% 0.75% 3 distribution and 0.25% service (1.00% total) ,4 0.75% 3 distribution and 0.25% service (1.00% total) ,4 None None 0.25% 0.25%
distribution and
0.25% service
(0.50% total)
Shareholder
service fee
None None None None None 0.10% 0.10% 0.10%
Conversion feature Yes 5 Yes 5 Yes 5 None Yes 5 Yes 5 Yes 5 Yes 5
Purchase
maximum 6
None None $100,000 $1,000,000 7 None None None None

1

A CDSC of 1.00% may be imposed on certain redemptions made within one year of the date of purchase on shares that were purchased without an initial sales charge. No sales charge applies on investments of $1 million or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund). The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

2

The CDSC period for MainStay Floating Rate Fund is a sliding scale during the first four years after purchase.

3

0.25% for MainStay Tax Free Bond Fund.

4

0.50% for MainStay Tax Free Bond Fund.

5

See the sections discussing Share Class Considerations and the section entitled "Buying, Selling, Converting and Exchanging Fund Shares -- Conversions Between Share Classes" for more information on the voluntary and/or automatic conversions that apply to each share class.

6

Per transaction. Does not apply to purchases by certain retirement plans.

7

$500,000 for MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund.

The following discussion is not intended to be investment advice or a recommendation because each investor's financial situation and considerations are different. Additionally, certain MainStay Funds have sales charge and expense structures that may alter your analysis as to which share class is most appropriate for your needs. This analysis can best be made by discussing your situation and the factors mentioned above with your financial adviser. Generally, however, Investor Class shares or Class A shares are more economical if you intend to invest larger amounts and hold your shares long-term (more than six years, for most MainStay Funds). Class C shares may be more economical if you intend to hold your shares for a shorter term (six years or less, for most MainStay Funds). Class I shares are the most economical, regardless of amount invested or intended holding period, but are offered only to certain institutional investors or through certain financial intermediary accounts. Class R1, R2 and R3 shares are available only to certain employer-sponsored retirement plans.

Investor Class Share Considerations

  • Your Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If at that time the value of your Investor Class shares in any one MainStay Fund equals or exceeds $25,000, whether by shareholder action or change in market value, or if you have otherwise become eligible to invest in Class A shares, your Investor Class shares of that MainStay Fund will be automatically converted into Class A shares. Eligible Investor Class shares may also convert upon request. Please note that, in most cases, you may not aggregate your holdings of Investor Class shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) to qualify for this conversion feature. Certain holders of Investor Class shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Please also note that if your account balance falls below $25,000 ($15,000 for investors that meet certain asset thresholds), whether by shareholder action or change in market value, after conversion to Class A shares or you otherwise no longer qualify to hold Class A shares, your account may be converted automatically to Investor Class shares. Please see "Class A Share Considerations" for more details.

  • Investor Class shares generally have higher expenses than Class A shares. By maintaining your account balance in a MainStay Fund at or above $25,000 ($15,000 for investors that meet certain asset thresholds), you will continue to be eligible to hold Class A shares of the MainStay Fund. If the value of your account is below this amount, you may consider increasing your account balance to meet this minimum to qualify for Class A shares. In addition, if you have accounts with multiple MainStay Funds whose values aggregate to at least $25,000 ($15,000 for investors that meet certain asset thresholds), you may consider consolidating your accounts into a MainStay Asset Allocation Fund account to qualify for Class A shares, if such action is consistent with your investment program.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Investor Class shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment. Please see "Information on Sales Charges" for more information. We also describe below how you may reduce or eliminate the initial sales charge. Please see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" for more information.

    Since some of your investment goes to pay an up-front sales charge when you purchase Investor Class shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Investor Class shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

Class A Share Considerations

  • Generally, Class A shares have a minimum initial investment amount of $25,000 per MainStay Fund. Class A share balances are examined Fund-by-Fund on a semi-annual basis. If at that time the value of your Class A shares in any one MainStay Fund is less than $25,000 ($10,000 in the case of IRA or 403(b)(7) accounts that are making required minimum distributions via MainStay's systematic withdrawal plan or systematic exchange program, and $15,000 in the case of investors with $100,000 or more invested in the MainStay Funds combined, regardless of share class), whether by shareholder action or change in market value, or if you are otherwise no longer eligible to hold Class A shares, your Class A shares of that MainStay Fund will be converted automatically into Investor Class shares. Please note that you may not aggregate holdings of Class A shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) in order to avoid this conversion feature.

Please note that if you qualify for the $15,000 minimum initial investment, you must maintain aggregate investments of $100,000 or more in the MainStay Funds, regardless of share class, and an account balance at or above $15,000 per MainStay Fund to avoid having your account automatically convert into Investor Class shares. Certain holders of Class A shares are not subject to this automatic conversion feature. For more information, please see the SAI.

  • Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

  • When you invest in Class A shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment (see "Information on Sales Charges"). We also describe below how you may reduce or eliminate the initial sales charge (see "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares").

  • Since some of your investment goes to pay an up-front sales charge when you purchase Class A shares, you will purchase fewer shares than you would with the same investment in other share classes. Nevertheless, you're usually better off purchasing Class A shares rather than Class B or Class C shares and paying an up-front sales charge if you:

    • plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class B and Class C shares may eventually exceed the cost of the up-front sales charge; or

    • qualify for a reduced or waived sales charge.

Class B Share Considerations

  • You pay no initial sales charge on an investment in Class B shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment. Over time these fees may cost you more than paying an initial sales charge on Investor Class or Class A shares. Consequently, it is important that you consider your investment goals and the length of time you intend to hold your shares when comparing your share class options.

  • You should consult with your financial adviser to assess your intended purchase in light of your particular circumstances.

  • The MainStay Funds will generally not accept a purchase order for Class B shares in the amount of $100,000 or more.

  • In most circumstances, you will pay a CDSC if you sell Class B shares within six years (four years with respect to MainStay Floating Rate Fund) of buying them (see "Information on Sales Charges"). There are exceptions, which are described in the SAI.

  • Selling Class B shares during the period in which the CDSC applies can significantly diminish the overall return on an investment.

  • If you intend to hold your shares less than six years (four years with respect to MainStay Floating Rate Fund), Class C shares will generally be more economical than Class B shares of most MainStay Funds.

  • When you sell Class B shares, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, fully aged shares, and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Class B shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, eight years (four years with respect to MainStay Floating Rate Fund) after the date they were purchased. This reduces distribution and/or service (12b-1) fees from 1.00% to 0.25% of average daily net assets (or from 0.50% to 0.25% with respect to MainStay Tax Free Bond Fund).

  • Share class conversions are based on the NAVs of the two classes, and no sales load or other charge is imposed. The MainStay Funds expect all share conversions to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate this share class conversion feature. When a conversion occurs, reinvested dividends and capital gains convert proportionately with the shares that are converting.

Class C Share Considerations

  • You pay no initial sales charge on an investment in Class C shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment.

  • In most circumstances, you will pay a 1.00% CDSC if you redeem shares held for one year or less.

  • When you sell Class C shares of a MainStay Fund, to minimize your sales charges, MainStay Funds first redeems the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, then fully aged shares and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

  • Unlike Class B shares, Class C shares do not convert to Investor Class or Class A shares. As a result, long-term Class C shareholders will pay higher ongoing distribution and/or service (12b-1) fees over the life of their investment.

  • The MainStay Funds will generally not accept a purchase order for Class C shares in the amount of $1,000,000 or more ($500,000 with respect to MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund).

Class I Share Considerations

  • You pay no initial sales charge or CDSC on an investment in Class I shares.

  • You do not pay any ongoing distribution and/or service (12b-1) fees.

    You may buy Class I shares if you are an:

    • Institutional Investor

      • Certain employer-sponsored, association or other group retirement plans or employee benefit trusts with a service arrangement through New York Life Retirement Plan Services or the Distributor or their affiliates;

      • Certain financial institutions, endowments, foundations, government entities or corporations investing on their own behalf;

      • Clients transacting through financial intermediaries that purchase Class I shares through: (i) fee-based accounts that charge such clients an ongoing fee for advisory, investment, consulting or similar services; or (ii) a no-load network or platform that has entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform.

    • Individual Investor who is initially investing at least $5 million in any single MainStay Fund: (i) directly with the MainStay Fund; or (ii) through certain private banks and trust companies that have an agreement with the Distributor or its affiliates;

    • Existing Class I Shareholder ; or

    • Existing MainStay Fund's Board Member .

Class R1, Class R2 and Class R3 Share Considerations

  • You pay no initial sales charge or CDSC on an investment in Class R1, Class R2 or Class R3 shares.

  • You pay ongoing shareholder service fees for Class R1, Class R2 and Class R3 shares. You also pay ongoing distribution and/or service (12b-1) fees for Class R2 and Class R3 shares.

  • Class R1, Class R2 and Class R3 shares are available in certain individual retirement accounts and in certain retirement plans that have a service arrangement with New York Life Retirement Plan Services or the Distributor, including:

    • Section 401(a) and 457 plans;

    • Certain Section 403(b)(7) plans;

    • 401(k), profit sharing, money purchase pension and defined benefit plans; and

    • Non-qualified deferred compensation plans.

Investment Minimums and Eligibility Requirements

The following minimums apply if you are investing in a MainStay Fund. A minimum initial investment amount may be waived for purchases by the Board members and directors and employees of New York Life and its affiliates and subsidiaries. The MainStay Funds may also waive investment minimums for certain qualified purchases and accept additional investments of smaller amounts at their discretion. Please see the SAI for additional information.

Investor Class Shares

All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class A Shares

  • $25,000 minimum initial investment with no minimum subsequent purchase amount requirement for any single MainStay Fund; or

  • $15,000 minimum initial investment with no minimum subsequent purchase amount for investors who, in the aggregate, have assets of $100,000 or more invested in any share class of any of the MainStay Funds. To qualify for this investment minimum, all aggregated accounts must be tax reportable under the same tax identification number. You may not aggregate your holdings with the holdings of any other person or entity to qualify for this investment minimum. Please note that accounts held through broker/dealers or other types of institutions may not be aggregated to qualify for this investment minimum. We will only aggregate those accounts held directly with the MainStay Funds.

Please note that if you qualify for this reduced minimum, you must also maintain aggregate assets of $100,000 or more invested in any share classes of any of the MainStay Funds and an account balance at or above $15,000 per MainStay Fund to avoid having your Class A account automatically convert into Investor Class shares.

  • There is no minimum initial investment and no minimum subsequent investment for Class A shares of the MainStay Money Market Fund if all of your other accounts contain Class A shares only.

Please note that if at any time you hold any class of shares other than Class A shares, your holdings in the MainStay Money Market Fund will immediately become subject to the applicable investment minimums, subsequent purchase minimums and subsequent conversion features.

Broker/dealers (and their affiliates) or certain service providers with customer accounts that trade primarily on an omnibus level or through the National Securities Clearing Corporation's Fund/SERV network (Levels 1-3 only); certain retirement plan accounts, including investment-only plan accounts; directors and employees of New York Life and its affiliates; investors who obtained their Class A shares through certain reorganizations (including holders of Class P shares of any of the predecessor funds to the MainStay Epoch Funds as of November 16, 2009); and subsidiaries and employees of the subadvisors to any of the MainStay Funds are not subject to the minimum investment requirement for Class A shares. For more information, please see the SAI.

Class B and/or Class C Shares

All MainStay Funds except MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $1,000 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Epoch Funds and MainStay High Yield Municipal Bond Fund:

  • $2,500 minimum for initial and $50 minimum for subsequent purchases of any single MainStay Epoch Fund or MainStay High Yield Municipal Bond Fund, or

  • if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class I Shares

  • Individual Investors—$5 million minimum for initial purchases of any single MainStay Fund and no minimum subsequent purchase amount in any MainStay Fund; and

  • Institutional Investors and the MainStay Funds' Board Members—no minimum initial or subsequent purchase amounts in any MainStay Fund.

Please note that Class I shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

Class R1, Class R2 and Class R3 Shares

If you are eligible to invest in Class R1, Class R2 or Class R3 shares of the MainStay Funds there are no minimum initial or subsequent purchase amounts.

Information on Sales Charges

Investor Class Shares and Class A Shares

The initial sales charge you pay when you buy Investor Class shares or Class A shares differs depending upon the MainStay Fund you choose and the amount you invest, as indicated in the following tables. The sales charge may be reduced or eliminated for larger purchases, as described below, or as described under "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares." Any applicable sales charge will be deducted directly from your investment. All or a portion of the sales charge may be retained by the Distributor or allocated to your dealer/financial adviser as a concession. Investor Class shares and Class A shares of MainStay Money Market Fund are not subject to a sales charge.

MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Balanced Fund
MainStay Common Stock Fund
MainStay Conservative Allocation Fund
MainStay Convertible Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay ICAP Equity Fund
MainStay ICAP Global Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund
MainStay Income Builder Fund
MainStay International Equity Fund
MainStay Large Cap Growth Fund
MainStay MAP 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 U.S. Small Cap Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $50,000 5.50% 5.82% 4.75%
$50,000 to $99,999 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.


MainStay Indexed Bond Fund
MainStay Short Term Bond Fund
MainStay S&P 500 Index Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.50% 2.56% 2.25%
$250,000 to $499,999 2.00% 2.04% 1.75%
$500,000 to $999,999 1.50% 1.52% 1.25%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.

MainStay Flexible Bond Opportunities Fund
MainStay Global High Income Fund
MainStay Government Income Fund
MainStay High Yield Corporate Bond Fund
MainStay High Yield Opportunities Fund
MainStay Intermediate Term Bond Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $1 million or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares" below.


MainStay Floating Rate Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 3.00% 3.09% 2.75%
$100,000 to $249,999 2.00% 2.04% 1.75%
$250,000 to $499,999 1.50% 1.52% 1.25%
$500,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.


MainStay High Yield Municipal Bond Fund MainStay Tax Free Bond Fund
Purchase Sales charges as a percentage of 1 Typical dealer concession
amount Offering price Net investment as a % of offering price
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.50% 3.63% 3.00%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 or more 2 None None None

1

The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.

2

No sales charge applies on investments of $500,000 or more, but a CDSC of 1.00% may be imposed on certain redemptions of such shares within one year of the date of purchase. The Distributor may pay a commission to dealers on these purchases from its own resources. See "Sales Charge Reductions and Waivers on Investor Class and Class A Shares" below.

Class B Shares

Class B shares are sold without an initial sales charge. However, if Class B shares are redeemed within six years (four years with respect to MainStay Floating Rate Fund) of their purchase, a CDSC will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class B shares have higher ongoing distribution and/or service (12b-1) fees and, over time, these fees may cost you more than paying an initial sales charge. The Class B share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class B shares. The amount of the CDSC will depend on the number of years you have held the shares that you are redeeming, according to the following schedule:

All MainStay Funds (except MainStay Floating Rate Fund)
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 5.00%
Second year 4.00%
Third year 3.00%
Fourth year 2.00%
Fifth year 2.00%
Sixth year 1.00%
Thereafter None
MainStay Floating Rate Fund
Contingent deferred sales charge (CDSC) as
For shares sold in the: a % of amount redeemed subject to charge
First year 3.00%
Second year 2.00%
Third year 2.00%
Fourth year 1.00%
Thereafter None

Class C Shares

Class C shares are sold without an initial sales charge. However, if Class C shares are redeemed within one year of purchase, a CDSC of 1.00% will be deducted from the redemption proceeds, except under circumstances described in the SAI. Additionally, Class C shares have higher ongoing distribution and/or service (12b-1) fees, and, over time these fees may cost you more than paying an initial sales charge. The Class C share CDSC and the higher ongoing distribution and/or service (12b-1) fees are paid to compensate the Distributor for its expenses in connection with the sale of Class C shares.

Computing Contingent Deferred Sales Charge on Class B and Class C

A CDSC may be imposed on redemptions of Class B and Class C shares of a MainStay Fund, at the rates previously described, at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class B or Class C account to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class B shares during the preceding six years (four years with respect to MainStay Floating Rate Fund) or Class C shares during the preceding year.

However, no CDSC will be imposed to the extent that the NAV of the Class B or Class C shares redeemed does not exceed:

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased more than six years (four years with respect to MainStay Floating Rate Fund) prior to the redemption for Class B shares or more than one year prior to the redemption for Class C shares; plus

  • the current aggregate NAV of Class B or Class C shares of the MainStay Fund purchased through reinvestment of dividends or capital gain distributions; plus

  • increases in the NAV of the investor's Class B or Class C shares of the MainStay Fund above the total amount of payments for the purchase of Class B or Class C shares of the MainStay Fund made during the preceding six years (four years with respect to MainStay Floating Rate Fund) for Class B shares or one year for Class C shares.

There are exceptions, which are described in the SAI.

Sales Charge Reductions and Waivers on Investor Class Shares and Class A Shares

Reducing the Initial Sales Charge on Investor Class Shares and Class A Shares

You may be eligible to buy Investor Class and Class A shares of the MainStay Funds at one of the reduced sales charge rates shown in the tables above through a Right of Accumulation or a Letter of Intent, as described below. You may also be eligible for a waiver of the initial sales charge as set forth below. Each MainStay Fund reserves the right to modify or eliminate these programs at any time. However, please note the Right of Accumulation or Letter of Intent may only be used to reduce sales charges and may not be used to satisfy investment minimums or to avoid the automatic conversion feature of Investor Class or Class A shares.

  • Right of Accumulation

A Right of Accumulation allows you to reduce the initial sales charge as shown in the tables above by combining the amount of your current purchase with the current market value of investments made by you, your spouse, and your children under age 21 in Investor Class, Class A, Class B, or Class C shares of most MainStay Funds. You may not include investments of previously non-commissioned shares in the MainStay Money Market Fund, investments in Class I shares, or your interests in any MainStay Fund held through a 401(k) plan or other employee benefit plan. For example, if you currently own $45,000 worth of Class C shares of a MainStay Fund, your spouse owns $50,000 worth of Class B shares of another MainStay Fund, and you wish to invest $15,000 in a MainStay Fund, using your Right of Accumulation you can invest that $15,000 in Investor Class or Class A shares (if eligible) and pay the reduced sales charge rate normally applicable to a $110,000 investment. For more information please see the SAI.

  • Letter of Intent

Where the Right of Accumulation allows you to use prior investments to reach a reduced initial sales charge, a Letter of Intent allows you to qualify for a discount by combining your current purchase amount with purchases you, your spouse or children under age 21 intend to make in the near future. A Letter of Intent is a written statement to the Distributor of your intention to purchase Investor Class, Class A, Class B or Class C shares of one or more MainStay Funds (excluding investments of previously non-commissioned shares in the MainStay Money Market Fund) over a 24-month period. The total amount of your intended purchases will determine the reduced sales charge rate that will apply to Investor Class or Class A shares (if eligible) of the MainStay Funds purchased during that period. You can also apply a Right of Accumulation to these purchases.

Your Letter of Intent goal must be at least $100,000. Submitting a Letter of Intent does not obligate you to purchase the specified amount of shares. If you do not meet your intended purchase goal, however, the initial sales charge that you paid on your purchases will be recalculated to reflect the actual value of shares you purchased. A certain portion of your shares will be held in escrow by the Transfer Agent for this purpose. For more information please see the SAI.

  • Your Responsibility

To receive the reduced sales charge, you must inform the Distributor of your eligibility and holdings at the time of your purchase if you are buying shares directly from the MainStay Funds. If you are buying shares through a financial intermediary firm, you must tell your financial adviser of your eligibility for a Right of Accumulation or a Letter of Intent at the time of your purchase.

To combine shares of eligible MainStay Funds held in accounts at other intermediaries under your Right of Accumulation or a Letter of Intent, you may be required to provide the Distributor or your financial adviser a copy of each account statement showing your current holdings of each eligible MainStay Fund, including statements for accounts held by you, your spouse or your children under age 21, as described above. The Distributor or intermediary through which you are buying shares will combine the value of all your eligible MainStay Fund holdings based on the current NAV per share to determine what Investor Class or Class A sales charge rate you may qualify for on your current purchase. If you do not inform the Distributor or your financial adviser of all of the holdings or planned purchases that make you eligible for a sales charge reduction or do not provide requested documentation, you may not receive a discount to which you are otherwise entitled.

More information on Investor Class and Class A share sales charge discounts is available in the SAI or on the internet at mainstayinvestments.com.

"Spouse" with respect to a Right of Accumulation and Letter of Intent is defined as the person to whom you are legally married. We also consider your spouse to include the following: i) an individual of the same gender with whom you have been joined in a civil union or legal contract similar to marriage; ii) a domestic partner, who is an individual (including one of the same gender) to whom you are not related by blood and with whom you have shared a primary residence for at least six months in a relationship as a couple where you, your domestic partner or both of you provide for the personal or financial welfare of the other without a fee; or iii) an individual with whom you have a common law marriage, which is a marriage in a state where such marriages are recognized between a man and a woman arising from the fact that the two live together and hold themselves out as being married.

Group Benefit Plan Purchases

You will not pay an initial sales charge if you purchase Investor Class shares or Class A shares through a group retirement or other benefit plan (other than IRA plans) that meets certain criteria, including:

  • 50 or more participants; or

  • an aggregate investment in shares of any class of the MainStay Funds of $1,000,000 or more; or

  • holds either Investor Class or Class A and Class B shares as a result of the Class B share conversion feature.

However, Investor Class shares or Class A shares purchased through a group retirement or other benefit plan (other than IRA plans) may be subject to a CDSC upon redemption. If your plan currently holds Class B shares, please consult your recordkeeper or other plan administrative service provider concerning their ability to maintain shares in two different classes.

Purchases Through Financial Services Firms

You may be eligible for elimination of the initial sales charge if you purchase shares through a financial services firm (such as a broker/dealer, financial adviser or financial institution) that has a contractual arrangement with the Distributor. The MainStay Funds have authorized these firms (and other intermediaries that the firms may designate) to accept orders. When an authorized firm or its designee has received your order, together with the purchase price of the shares, it is considered received by the MainStay Fund and will be priced at the next computed NAV. Financial services firms may charge transaction fees or other fees and may modify other features such as minimum investment amounts, share class eligibility and exchange privileges.

Please read their program materials for any special provisions or additional service features that may apply to investing in the MainStay Funds through these firms.

529 Plans

When shares of the MainStay Funds are sold to a qualified tuition program operating under Section 529 of the Internal Revenue Code, such a program may purchase Investor Class shares or Class A shares without an initial sales load.

Other Waivers

There are other categories of purchasers who do not pay initial sales charges on Class A shares, such as personnel of the MainStay Funds and of New York Life and its affiliates or shareholders who owned shares of the Service Class of any MainStay Fund as of December 31, 2003. These categories are described in the SAI.

Contingent Deferred Sales Charge on Certain Investor Class and Class A Share Redemptions

If your initial sales charge is waived, we may impose a CDSC of 1.00% if you redeem your shares within one year. The Distributor may pay a commission to dealers on such purchases from its own resources.

For more information about these considerations, call your financial adviser or the Transfer Agent toll free at 800-MAINSTAY (624-6782), and read the information under "Purchase, Redemption, Exchanges and Repurchase—Contingent Deferred Sales Charge, Investor Class and Class A" in the SAI.

Information on Fees

Rule 12b-1 Plans

Each MainStay Fund (except the MainStay Money Market Funds) has adopted a distribution plan under Rule 12b-1 of the 1940 Act for certain classes of shares pursuant to which distribution and/or service (12b-1) fees are paid to the Distributor. Rule 12b-1 fees are calculated and accrued daily and paid monthly. The Investor Class, Class A and Class R2 12b-1 plans typically provide for payment for distribution and/or service activities of up to 0.25% of the average daily net assets of Investor Class, Class A or Class R2 shares, respectively. The Class B and Class C 12b-1 plans each provide for payment of 0.75% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 1.00% of the average daily net assets of Class B and C shares, respectively (0.50% for MainStay Tax Free Bond Fund). The Class R3 12b-1 plan typically provides for payment of 0.25% for distribution and/or 0.25% for service activities for a total 12b-1 fee of up to 0.50% of the average daily net assets of Class R3 shares. The distribution activities portion of the fee is intended to pay the Distributor for distribution services, which include any activity or expense primarily intended to result in the sale of MainStay Fund shares. The service activities portion of the fee is paid to the Distributor for providing shareholders with personal services and maintaining shareholder accounts. The portion of the 12b-1 fee dedicated to service activities is in addition to the 0.10% of annual net assets paid from the Shareholder Services Plan, with regard to certain classes, as discussed in the section entitled "Shareholder Services Plans." The Distributor may pay all or a portion of the 12b-1 fee to your investment professional. Because 12b-1 fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than some types of sales charges.

Shareholder Services Plans

Each MainStay Fund that offers Class R1, Class R2 or Class R3 shares has adopted a Shareholder Services Plan with respect to those classes. Under the terms of the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares are authorized to pay to New York Life Investments, its affiliates, or independent third-party service providers, as compensation for services rendered to the shareholders of the Class R1, Class R2 or Class R3 shares, a shareholder service fee at the rate of 0.10% on an annualized basis of the average daily net assets of Class R1, Class R2 or Class R3 shares of such MainStay Fund.

Pursuant to the Shareholder Services Plans, each MainStay Fund's Class R1, Class R2 or Class R3 shares may pay for shareholder services or account maintenance services, including assistance in establishing and maintaining shareholder accounts, processing purchase and redemption orders, communicating periodically with shareholders and assisting shareholders who have questions or other needs relating to their account. Because service fees are ongoing, over time they will increase the cost of an investment in the MainStay Fund and may cost more than certain types of sales charges. With respect to the Class R2 and R3 shares, these services are in addition to those services that may be provided under the Class R2 or Class R3 12b-1 plan.

Small Account Fee

Several of the MainStay Funds have a relatively large number of shareholders with small account balances. Small accounts adversely impact the cost of providing transfer agency services. In an effort to reduce total transfer agency expenses, the MainStay Funds have implemented a small account fee. Each shareholder with an account balance of less than $1,000 will be charged an annual per account fee of $20 (assessed semi-annually, as discussed below). The fee may be deducted directly from your account balance. This small account fee will not apply to certain types of accounts including:

  • Class A share and Class I share accounts, retirement plan services bundled accounts and investment-only retirement accounts;

  • accounts with active AutoInvest plans where the MainStay Funds deduct directly from the client's checking or savings account;

  • New York Life Investments SIMPLE IRA Plan Accounts and SEP IRA Accounts that have been funded/established for less than 1 year;

  • certain 403(b)(7) accounts;

  • accounts serviced by unaffiliated broker/dealers or third-party administrators (other than New York Life Investments SIMPLE IRA Plan Accounts); and

  • certain Investor Class accounts where the small account balance is due solely to the conversion from Class B shares.

This small account fee will be deducted in $10 increments on or about March 1st and September 1st of each year. For accounts with balances of less than $10, the remaining balance will be deducted and the account will be closed. The MainStay Funds may, from time to time, consider and implement additional measures to increase average shareholder account size and/or otherwise reduce the cost of transfer agency services. Please contact the MainStay Funds by calling toll-free 800-MAINSTAY (624-6782) for more information.

Compensation to Dealers

Financial intermediary firms and their associated financial advisers are paid in different ways for the services they provide to the MainStay Funds and shareholders. Such compensation may vary depending upon the MainStay Fund sold, the amount invested, the share class purchased, the amount of time that shares are held and/or the services provided.

  • The Distributor pays, pursuant to a 12b-1 plan, distribution-related and other service fees to qualified dealers for providing certain shareholder services.

  • The Distributor pays sales concessions to dealers, as described in the tables under "Information on Sales Charges" above, on the purchase price of Investor Class or Class A shares sold subject to a sales charge. The Distributor retains the difference between the sales charge that you pay and the portion that is paid to dealers as a sales concession.

  • The Distributor or an affiliate, from its own resources, may pay a finder's fee or other compensation up to 1.00% of the purchase price of Investor Class or Class A shares, sold at NAV, to dealers at the time of sale.

  • The Distributor pays a sales concession of up to 4.00% on purchases of Class B shares to dealers from its own resources at the time of sale.

  • The Distributor pays a sales concession of up to 1.00% on purchases of Class C shares to dealers from its own resources at the time of sale.

  • In addition to the payments described above, the Distributor or an affiliate, from its own resources or from those of an affiliate, may pay other significant amounts to certain financial intermediary firms, including an affiliated broker/dealer, in connection with the sale of any class of MainStay Fund shares and/or shareholder or account servicing arrangements. These sales and/or servicing fee arrangements vary and may amount to payments of up to 0.30% on new sales and/or up to 0.25% annually on assets held.

  • The Distributor or an affiliate may sponsor training or informational meetings or provide other non-monetary benefits for financial intermediary firms and their associated financial advisors. The Distributor or an affiliate, from its own resources, also may reimburse financial intermediary firms in connection with their marketing activities supporting the MainStay Funds.

  • The Distributor or an affiliate may make payments to financial intermediaries that provide sub-transfer agency and other administrative services in addition to supporting distribution of the MainStay Funds. A portion of these fees may be paid from the Distributor's or its affiliate's own resources.

  • Wholesaler representatives of the Distributor visit brokerage firms on a regular basis to educate financial advisors about the MainStay Funds and to encourage the sale of the MainStay Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of a MainStay Fund, which may vary based on the type of Fund being promoted and/or which financial intermediary firm is listed on the account.

Although the MainStay Funds may use financial firms that sell MainStay Fund shares to execute transactions for a MainStay Fund's portfolio, the MainStay Funds, New York Life Investments and any subadvisor do not consider the sale of MainStay Fund shares as a factor when choosing financial firms to effect those transactions.

Payments made from the Distributor's or an affiliate's own resources do not increase the price or decrease the amount or value of the shares you purchase. However, if investment advisers, distributors or affiliates of mutual funds make such payments in differing amounts, financial intermediary firms and their financial advisors may have financial incentives for recommending a particular mutual fund or a particular share class of that fund over other mutual funds. For example, payments made by the Distributor or an affiliate, as described above, may be used by the financial intermediary firm to reduce or eliminate transaction charges associated with purchases of MainStay Fund shares.

For more information regarding any of the types of compensation described above, see the SAI or consult with your financial intermediary firm or financial adviser. You should also review carefully any disclosure by your financial intermediary firm as to compensation received by that firm and/or your financial adviser.

Buying, Selling, Converting and Exchanging Fund Shares

How to Open Your Account

Investor Class, Class A, B or C Shares

Return your completed MainStay Funds application in good order with a check payable to the MainStay Funds for the amount of your investment to your financial adviser or directly to MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. Please note that if you select Class A shares on your application and you are not eligible to invest in Class A shares, we will treat your application as being in good order but will invest you in Investor Class shares of the same MainStay Fund. Similarly, if you select Investor Class shares and you are eligible to invest in Class A shares we will treat your application as being in good order but will invest you in Class A shares of the same MainStay Fund.

Good order means all the necessary information, signatures and documentation have been fully completed.

Class I, Class R1, Class R2 and Class R3 Shares

If you are participating in a company savings plan, such as a 401(k) plan, profit sharing plan, defined benefit plan or other employee-directed plan, your company will provide you with the information you need to open an account and buy or sell Class I, Class R1, Class R2 or Class R3 shares of the MainStay Funds.

If you are investing through a financial intermediary firm, the firm will assist you with opening an account.

Special Note for MainStay Retirement Funds

The MainStay Retirement Funds are generally sold to retirement plans and individual retirement accounts only through New York Life Retirement Plan Services and certain other financial intermediaries.

If you are investing through a New York Life Retirement Plan Services IRA, you will be provided with account opening and investment materials.

All Classes

You buy shares at NAV (plus, for Investor Class and Class A shares, any applicable sales charge). NAV is generally calculated by each MainStay Fund as of the close of regular trading (usually 4:00 pm Eastern time) on the Exchange every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days when the Exchange is closed. When you buy shares, you must pay the NAV next calculated after we receive your order in good order. Alternatively, the MainStay Funds have arrangements with certain financial intermediary firms whereby purchase orders through these entities are considered received in good order when received by the financial intermediary firm together with the purchase price of the shares ordered. The order will then be priced at a MainStay Fund's NAV next computed after receipt in good order of the order by these entities. Such financial intermediary firms are responsible for timely transmitting the purchase order to the MainStay Funds.

When you open your account, you may also want to choose certain buying and selling options, including transactions by wire. In most cases, these choices can be made later in writing, but it may be quicker and more convenient to decide on them when you open your account.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the MainStay Funds, or your financial adviser on their behalf, must obtain the following information for each person who opens a new account:

  • Name;

  • Date of birth (for individuals);

  • Residential or business street address (although post office boxes are still permitted for mailing); and

  • Social security number or taxpayer identification number.

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

Federal law prohibits the MainStay Funds and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

After an account is opened, the MainStay Funds may restrict your ability to purchase additional shares until your identity is verified. The MainStay Funds also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

Conversions Between Share Classes

In addition to any automatic conversion features described above in this Shareholder Guide with respect to Investor Class, Class A and Class B shares, you generally may also elect to convert your shares on a voluntary basis into another share class of the same MainStay Fund for which you are eligible. However, the following limitations apply:

  • Investor Class and Class A shares that remain subject to a CDSC are ineligible for a voluntary conversion; and

  • All Class B and Class C shares are ineligible for a voluntary conversion.

These limitations do not impact any automatic conversion features described elsewhere in this Shareholder Guide with respect to Investor Class, Class A and Class B shares.

An investor or an investor's financial intermediary may contact the MainStay Funds to request a voluntary conversion between share classes of the same MainStay Fund. You may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relevant NAVs of the two classes without the imposition of any sales load, fee or other charge. If you fail to remain eligible for the new share class, you may be converted automatically back to your original share class, or into another share class, if appropriate. Although the MainStay Funds expect that a conversion between share classes of the same MainStay Fund should not result in the recognition of a gain or loss for tax purposes, you should consult with your own tax adviser with respect to the tax treatment of your investment in a MainStay Fund. The MainStay Funds may change, suspend or terminate this conversion feature at any time.

Opening Your Account - Individual Shareholders
How Details

By wire:

You or your financial adviser should call us toll-free at 800-MAINSTAY (624-6782) to obtain an account number and wiring instructions. Wire the purchase amount to:

State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds
    (DDA #99029415)

  • Attn: Custody and Shareholder Services

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

By mail:

Return your completed MainStay Funds Application with a check for the amount of your investment to:

MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your checks payable to MainStay Funds.

Please take note of the applicable minimum initial investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s); and

  • MainStay Fund name and class of shares.

Buying additional shares of the MainStay Funds - Individual Shareholders
How Details

By wire:

Wire the purchase amount to:
State Street Bank and Trust Company

  • ABA #011-0000-28

  • MainStay Funds (DDA #99029415)

  • Attn: Custody and Shareholder Services.

Please take note of the applicable minimum investment amounts for your Fund and share class. The wire must include:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Your bank may charge a fee for the wire transfer.

Electronically:

Call, or have your financial adviser call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open to make an ACH purchase.

Visit us at mainstayinvestments.com

Eligible investors can purchase shares by using electronic debits from a designated bank account. Please take note of the applicable minimum investment amounts for your Fund and share class.

  • The maximum ACH purchase amount is $100,000.

  • We must have your bank information on file.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Make your check payable to MainStay Funds. Please take note of the applicable minimum investment amounts for your Fund and share class.

Be sure to write on your check:

  • name(s) of investor(s);

  • your account number; and

  • MainStay Fund name and class of shares.

Selling Shares - Individual Shareholders
How Details

By contacting your

financial adviser:

  • You may sell (redeem) your shares through your financial adviser or by any of the methods described below.

By phone:

To receive proceeds by check: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open.

  • Generally, after receiving your sell order by phone, we will send a check to the account owner at the owner's address of record the next business day, although it may take up to seven days to do so. Generally, we will not send checks to addresses on record for 30 days or less.

  • The maximum order we can process by phone is $100,000.

To receive proceeds by wire: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by bank wire to your bank on file the next business day, although it may take up to seven days to do so. Your bank may charge you a fee to receive the wire transfer.

  • We must have your bank account information on file.

  • There is an $11 fee for wire redemptions, except no fee applies to redemptions of Class I shares.

  • Generally, the minimum wire transfer amount is $1,000.

To receive proceeds electronically by ACH: Call us toll-free at 800-MAINSTAY (624-6782) between 8:00 am and 6:00 pm Eastern time any day the Exchange is open. Eligible investors may sell shares and have proceeds electronically credited to your designated bank account on file.

  • Generally, after receiving your sell order by phone, we will send the proceeds by ACH transfer to your designated bank account on file the next business day, although it may take up to seven days to do so.

  • We must have your bank account information on file.

  • Proceeds may take 2-3 business days to reach your bank account.

  • There is no fee from us for this transaction.

  • The maximum ACH transfer amount is $100,000.

By mail:

Address your order to:
MainStay Funds
P.O. Box 8401
Boston, MA 02266-8401

Send overnight orders to:
MainStay Funds
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809

Write a letter of instruction that includes:

  • your name(s) and signature(s);

  • your account number;

  • MainStay Fund name and class of shares; and

  • dollar amount or share amount you want to sell.

A Medallion Signature Guarantee may be required.

There is a $15 fee for Class A shares ($25 fee for Investor Class, Class B and Class C shares) for checks mailed to you via overnight service.

By internet:

Visit us at mainstayinvestments.com

General Policies

The following are our general policies regarding the purchase and sale of MainStay Fund shares. The MainStay Funds reserve the right to change these policies at any time. Certain retirement plans and/or financial intermediaries may adopt different policies. Consult your plan or account documents for the policies applicable to you.

Buying Shares

  • All investments must be in U.S. dollars with funds drawn on a U.S. bank. We generally will not accept payment in the following forms: travelers checks, personal money orders, credit card convenience checks, cash or starter checks.

  • Generally, we do not accept third-party checks, and we reserve the right to limit the number of checks processed at one time.

  • If your investment check or ACH purchase does not clear, your order will be canceled and your account will be responsible for any losses or fees a MainStay Fund incurs as a result. Your account will be charged a $20 fee for each returned check or ACH purchase. In addition, a MainStay Fund may also redeem shares to cover any losses it incurs as a result. If an AutoInvest payment is returned unpaid for two consecutive periods, the privilege will be suspended until you notify us to reinstate it.

  • A MainStay Fund may, in its discretion, reject, restrict or cancel, in whole or in part, without prior notice, any order for the purchase of shares.

  • To limit expenses, the MainStay Funds do not issue share certificates at this time.

  • To buy shares by wire the same day, we generally must receive your wired money by 4:00 pm Eastern time. To buy shares electronically, generally call before 4:00 pm Eastern time to buy shares at the current day's NAV. With respect to MainStay Principal Preservation Fund, purchase requests received in good order and payments received by wire will be priced at the next calculated NAV (1:00 pm Eastern time or 4:00 pm Eastern time).

Selling Shares

  • If you have share certificates, you must return them with a written redemption request.

  • Your shares will be sold at the next NAV calculated after we receive your request in good order. We will make the payment within seven days after receiving your request in good order.

  • If you buy shares by check or by ACH purchase and quickly decide to sell them, the MainStay Fund may withhold payment for up to 10 days from the date the check or ACH purchase order is received.

  • When you sell Class B or Class C shares, or Investor Class or Class A shares when applicable, the MainStay Fund will recover any applicable sales charges either by selling additional shares, if available, or by reducing your proceeds by the amount of those charges.

  • There will be no redemption during any period in which the right of redemption is suspended or date of payment is postponed because the Exchange is closed or trading on the Exchange is restricted or the SEC deems an emergency to exist. In addition, in the case of the MainStay Money Market Funds, the Board may suspend redemptions and irrevocably approve the liquidation of a MainStay Money Market Fund as permitted by applicable law.

  • Unless you decline telephone privileges on your application, you may be responsible for any fraudulent telephone order as long as we take reasonable measures to verify the order.

  • Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses, however, may be denied.

  • We require a written order to sell shares if an account has submitted a change of address during the previous 30 days, unless the proceeds of the sell order are directed to your bank account on file with us.

  • We require a written order to sell shares and a Medallion Signature Guarantee if:

    • We do not have on file required bank information to wire funds;

    • the proceeds from the sale will exceed $100,000;

    • the proceeds of the sale are to be sent to an address other than the address of record; or

    • the proceeds are to be payable to someone other than the account holder(s).

  • In the interests of all shareholders, we reserve the right to:

    • change or discontinue exchange privileges upon notice to shareholders, or temporarily suspend this privilege without notice under extraordinary circumstances;

    • change or discontinue the systematic withdrawal plan upon notice to shareholders;

    • close accounts with balances less than $250 invested in Investor Class shares or $750 invested in all other classes of shares (by redeeming all shares held and sending proceeds to the address of record); and/or

    • change the minimum investment amounts.

  • There is no fee for wire redemptions of Class I shares.

  • Call before 4:00 pm Eastern time to generally sell shares at the current day's NAV.

  • With respect to MainStay Principal Preservation Fund, you can receive redemption proceeds by wire only if your account is authorized to do so. If you call in your redemption order before 1:00 pm Eastern time you may request that your redemption proceeds be wired to you the same day. Such redemption proceeds will normally be wired on the same day, however the Fund reserves the right to refuse, cancel, limit or rescind any request to receive same day wire redemption proceeds. Please note that if you request that redemption proceeds be wired to you the same day, shares sold will not be entitled to that day's dividend, if available. Otherwise, with respect to any other redemption request, shares sold will be entitled to that day's dividend, if available.

Additional Information

You may receive confirmations that describe your transactions. You should review the information in the confirmation statements carefully. If you notice an error, you should call the MainStay Funds or your financial adviser immediately. If you or your financial adviser fails to notify the MainStay Funds within one year of the transaction, you may be required to bear the costs of correction.

The policies and fees described in this Prospectus govern transactions with the MainStay Funds. If you invest through a third party—bank, broker, 401(k), financial adviser or financial supermarket—there may be transaction fees for, and you may be subject to, different investment minimums or limitations on buying or selling shares. Accordingly, the net yield to investors who purchase through financial intermediaries may be less than the net yield earned by investors who invest in a MainStay Fund directly. Consult a representative of your plan or financial institution if in doubt.

From time to time any of the MainStay Funds may close and reopen to new investors or new share purchases at their discretion. Due to the nature of their portfolio investments, certain MainStay Funds may be more likely to close and reopen than others. If a MainStay Fund is closed, either to new investors or new share purchases, and you redeem your total investment in the MainStay Fund, your account will be closed and you will not be able to make any additional investments in the MainStay Fund. If a MainStay Fund is closed to new investors, you may not exchange shares of other MainStay Funds for shares of that MainStay Fund unless you are already a shareholder of such MainStay Fund.

Medallion Signature Guarantees

A Medallion Signature Guarantee helps protect against fraud. To protect your account, each MainStay Fund and the Transfer Agent from fraud, Medallion Signature Guarantees are required to enable us to verify the identity of the person who has authorized redemption proceeds to be sent to a third party or a bank not previously established on the account. Medallion Signature Guarantees are also required for redemptions of $100,000 or more from an account, and for share transfer requests. Medallion Signature Guarantees must be obtained from certain eligible financial institutions that are participants in the Securities Transfer Association Medallion Program, the Stock Exchange Medallion Program, or the New York Stock Exchange Medallion Signature Program. Eligible guarantor institutions provide Medallion Signature Guarantees that are covered by surety bonds in various amounts. It is your responsibility to ensure that the Medallion Signature Guarantee that you acquire is sufficient to cover the total value of your transaction(s). If the surety bond amount is not sufficient to cover the requested transaction(s), the Medallion Signature Guarantee will be rejected.

Signature guarantees that are not a part of these programs will not be accepted. Please note that a notary public stamp or seal is not acceptable.

Investing for Retirement

You can purchase shares of most, but not all, of the MainStay Funds for retirement plans providing tax-deferred investments for individuals and institutions. You can use MainStay Funds in established plans or the Distributor may provide the required plan documents for selected plans. A plan document must be adopted for a plan to be in existence.

Custodial services are available for IRA, Roth IRA and Coverdell Education Savings Accounts ("CESA") (previously named Education IRA) as well as SEP and SIMPLE IRA plans. Plan administration is also available for select qualified retirement plans. An investor should consult with his or her tax adviser before establishing any tax-deferred retirement plan.

Not all MainStay Funds are available for all types of retirement plans or through all distribution channels. Please contact the MainStay Funds at 800-MAINSTAY (624-6782) for further details.

Purchases-In-Kind

You may purchase shares of a MainStay Fund by transferring securities to a MainStay Fund in exchange for MainStay Fund shares ("in-kind purchase"). In-kind purchases may be made only upon the MainStay Funds' approval and determination that the securities are acceptable investments for the MainStay Fund and are purchased consistent with the MainStay Fund's procedures relating to in-kind purchases.

Redemptions-In-Kind

The MainStay Funds reserve the right to pay certain large redemptions, either totally or partially, by a distribution-in-kind of securities (instead of cash) from the applicable MainStay Fund's portfolio, consistent with the MainStay Fund's procedures relating to in-kind redemptions and in accordance with the 1940 Act and rules and interpretations of the SEC thereunder.

The Reinvestment Privilege May Help You Avoid Sales Charges

When you sell shares, you have the right—for 90 days—to reinvest any or all of the money in the same account and class of shares without paying another sales charge (so long as (1) those shares haven't been reinvested once already; (2) your account is not subject to a 30-day block as described in "Excessive Purchases and Redemptions or Exchanges"; and (3) you are not reinvesting your required minimum distribution). If you paid a sales charge when you redeemed, you will receive a pro rata credit for reinvesting in the same account and class of shares.

Reinvestment won't relieve you of any tax consequences on gains realized from a sale. The deductions for losses may, however, be denied and, in some cases, sales charges may not be taken into account in computing gains or losses if the reinvestment privilege is exercised.

Convenient, yes...but not risk-free. Telephone redemption privileges are convenient, but you give up some security. When you sign the application to buy shares, you agree that the MainStay Funds will not be liable for following phone instructions that they reasonably believe are genuine. When using the MainStay Audio Response System or the internet, you bear the risk of any loss from your errors unless we fail to use established safeguards for your protection. The following safeguards are among those currently in place at MainStay Funds:

  • all phone calls with service representatives are recorded; and

  • written confirmation of every transaction is sent to your address of record.

We reserve the right to suspend the MainStay Audio Response System and internet site at any time or if the systems become inoperable due to technical problems.

MainStay Money Market Fund Check Writing

You can sell shares of MainStay Money Market Fund by writing checks for an amount that meets or exceeds the pre-set minimum stated on your check. You need to complete special forms to set up check writing privileges. You cannot close your account by writing a check. This option is not available for IRAs, CESAs, 403(b)(7)s or qualified retirement plans.

Shareholder Services

Automatic Services

Buying or selling shares automatically is easy with the services described below. You select your schedule and amount, subject to certain restrictions. You can set up most of these services on your application, by accessing your shareholder account on the internet at mainstayinvestments.com, by contacting your financial adviser for instructions, or by calling us toll-free at 800-MAINSTAY (624-6782) for a form.

Systematic Investing—Individual Shareholders Only

MainStay offers four automatic investment plans:

  1. AutoInvest
    If you obtain authorization from your bank, you can automatically debit your designated bank account to:

    • make regularly scheduled investments; and/or

    • purchase shares whenever you choose.

  2. Dividend or Capital Gains Reinvestment
    Automatically reinvest dividends, distributions or capital gains from one MainStay Fund into the same MainStay Fund or the same class of any other MainStay Fund. Accounts established with dividend or capital gains reinvestment must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class.

  3. Payroll Deductions
    If your employer offers this option, you can make automatic investments through payroll deduction.

  4. Systematic Exchange
    Exchanges must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. Automatically reinvest a share or dollar amount from one MainStay Fund into any other MainStay Fund. Accounts established with a systematic exchange must meet the initial minimum investment amounts and any other eligibility requirements of the selected share class. Please see "Exchanging Shares Among MainStay Funds" for more information.

Systematic Withdrawal Plan—Individual Shareholders Only

Withdrawals must be at least $100. You must have at least $10,000 in your account for Investor Class, Class B and Class C shares at the time of the initial request and shares must not be in certificate form. The above minimums are waived for IRA and 403(b)(7) accounts where the systematic withdrawal represents required minimum distributions.

The MainStay Funds will not knowingly permit systematic withdrawals if, at the same time, you are making periodic investments.

Exchanging Shares Among MainStay Funds

You exchange shares when you sell all or a portion of shares in one MainStay Fund and use the proceeds to purchase shares of the same class of another MainStay Fund at NAV. Investment minimums and eligibility requirements apply to exchanges. Please note that certain MainStay Funds have higher investment minimums. An exchange of shares of one MainStay Fund for shares of another MainStay Fund will be treated as a sale of shares of the first MainStay Fund and as a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxes. You may make exchanges from one MainStay Fund to another by phone. There is also a systematic exchange program that allows you to make regularly scheduled, systematic exchanges from one MainStay Fund to the same class of another MainStay Fund. When you redeem exchanged shares without a corresponding purchase of another MainStay Fund, you may have to pay any applicable contingent deferred sales charge. If you choose to sell Class B or Class C shares and then separately buy Investor Class or Class A shares, you may have to pay a deferred sales charge on the Class B or Class C shares, as well as pay an initial sales charge on the purchase of Investor Class or Class A shares.

You also may exchange shares of a MainStay Fund for shares of an identical class, if offered, of any series of certain other open-end investment companies sponsored, advised or administered by New York Life Investments or any affiliate thereof, some of which are offered in this Prospectus and some of which are offered in separate prospectuses, including:

  • MainStay 130/30 Core Fund

  • MainStay 130/30 Growth Fund

  • MainStay 130/30 International Fund

  • MainStay Balanced Fund

  • MainStay Cash Reserves Fund

  • MainStay Common Stock Fund

  • MainStay Conservative Allocation Fund

  • MainStay Convertible Fund

  • MainStay Epoch Global Choice Fund

  • MainStay Epoch Global Equity Yield Fund

  • MainStay Epoch International Small Cap Fund

  • MainStay Epoch U.S. All Cap Fund

  • MainStay Epoch U.S. Equity Fund

  • MainStay Flexible Bond Opportunities Fund

  • MainStay Floating Rate Fund

  • MainStay Global High Income Fund

  • MainStay Government Fund

  • MainStay Growth Allocation Fund

  • MainStay Growth Equity Fund

  • MainStay High Yield Corporate Bond Fund

  • MainStay High Yield Municipal Bond Fund

  • MainStay High Yield Opportunities Fund

  • MainStay ICAP Equity Fund

  • MainStay ICAP Global Fund

  • MainStay ICAP International Fund

  • MainStay ICAP Select Equity Fund

  • MainStay Income Builder Fund

  • MainStay Indexed Bond Fund

  • MainStay Intermediate Term Bond Fund

  • MainStay International Equity Fund

  • MainStay Large Cap Growth Fund

  • MainStay MAP Fund

  • MainStay Moderate Allocation Fund

  • MainStay Moderate Growth Allocation Fund

  • MainStay Money Market Fund

  • MainStay Principal Preservation 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 Tax Free Bond Fund

  • MainStay U.S. Small Cap Fund

You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new investors unless you are already a shareholder of that MainStay Fund. You may not exchange shares of one MainStay Fund for shares of another MainStay Fund that is closed to new share purchases or not offered for sale in your state.

Selling and exchanging shares may result in a gain or loss and therefore may be subject to taxes. Consult your tax adviser on the consequences.

Before making an exchange request, read the prospectus of the MainStay Fund you wish to purchase by exchange. You can obtain a prospectus for any MainStay Fund by contacting your broker, financial adviser or other financial institution, by visiting mainstayinvestments.com or by calling the MainStay Funds at 800-MAINSTAY (624-6782).

The exchange privilege is not intended as a vehicle for short term trading, nor are the MainStay Funds designed for professional market timing organizations or other entities or individuals that use programmed frequent exchanges in response to market fluctuations. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders (see "Excessive Purchases and Redemptions or Exchanges").

The MainStay Funds reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange consistent with the requirements of the 1940 Act and rules and interpretations of the SEC thereunder.

In certain circumstances you may have to pay a sales charge.

In addition, if you exchange Class B or Class C shares of a MainStay Fund into Class B or Class C shares of the MainStay Money Market Fund or you exchange Investor Class shares or Class A shares of a MainStay Fund subject to the 1.00% CDSC into Investor Class shares or Class A shares of the MainStay Money Market Fund, the holding period for purposes of determining the CDSC stops until you exchange back into Investor Class, Class A, Class B or Class C shares, as applicable, of another MainStay Fund. The holding period for purposes of determining conversion of Class B shares into Investor Class or Class A shares also stops until you exchange back into Class B shares of another non-money market MainStay Fund.

Certain clients of NYLIFE Securities LLC who purchased more than $50,000 of Class B shares of the MainStay Funds between January 1, 2003 and June 27, 2007 have the right to convert their Class B shares for Class A shares of the same MainStay Fund at the NAV next computed and without imposition of a contingent deferred sales charge.

Daily Dividend Fund Exchanges

If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares of the same class in another MainStay Fund, any dividends that have been declared but not yet distributed will be credited to the new MainStay Fund account. If you exchange all your shares in the MainStay Floating Rate Fund or the MainStay Money Market Funds for shares in more than one MainStay Fund, undistributed dividends will be credited to each of the new MainStay Funds according to the number of exchanged shares in each MainStay Fund.

We try to make investing easy by offering a variety of programs to buy, sell and exchange MainStay Fund shares. These programs make it convenient to add to your investment and easy to access your money when you need it.

Excessive Purchases and Redemptions or Exchanges

The MainStay Funds are not intended to be used as a vehicle for excessive or short-term trading (such as market timing). The interests of a MainStay Fund's shareholders and the MainStay Fund's ability to manage its investments may be adversely affected by excessive purchases and redemptions or exchanges of MainStay Fund shares over the short term. When large dollar amounts are involved, excessive trading may disrupt efficient implementation of a MainStay Fund's investment strategies or negatively impact MainStay Fund performance. For example, the Manager or a MainStay Fund's subadvisor might have to maintain more of a MainStay Fund's assets in cash or sell portfolio securities at inopportune times to meet unanticipated redemptions. By realizing profits through short-term trading, shareholders that engage in excessive purchases and redemptions or exchanges of MainStay Fund shares may dilute the value of shares held by long-term shareholders. MainStay Funds investing in securities that are thinly traded, trade infrequently or are relatively illiquid (such as foreign securities, high-yield securities and small-cap securities) may attract investors seeking to profit from short-term trading strategies that exploit the special valuation issues applicable to these types of holdings to a greater degree than other types of funds, and thus, may be more vulnerable to the risks associated with such activity. For MainStay Funds that invest in foreign investments, securities may be listed on foreign exchanges that trade on days when the MainStay Fund does not calculate NAV, and as a result the market value of the MainStay Fund's investments may change on days when you cannot purchase or redeem MainStay Fund shares. Furthermore, foreign securities traded on foreign exchanges present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the foreign exchange but prior to the close of the Exchange. Accordingly, the Board has adopted and implemented policies and procedures designed to discourage, detect and prevent frequent purchases and redemptions or exchanges of MainStay Fund shares in order to protect long-term MainStay Fund shareholders. These policies are discussed more fully below. There is the risk that the MainStay Funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. A MainStay Fund may change its policies or procedures at any time without prior notice to shareholders.

The MainStay Funds reserve the right to restrict, reject or cancel, without prior notice, any purchase or exchange order for any reason, including any purchase or exchange order accepted by any investor's financial intermediary firm. Any such rejection or cancellation of an order placed through a financial intermediary will occur, under normal circumstances, within one business day of the financial intermediary transmitting the order to the MainStay Funds. In addition, the MainStay Funds reserve the right to reject, limit, or impose other conditions (that are more restrictive than those otherwise stated in the Prospectuses) on purchases or exchanges or to close or otherwise limit accounts based on a history of frequent purchases and redemptions of MainStay Fund shares that could adversely affect a MainStay Fund or its operations, including those from any individual or group who, in the MainStay Funds' judgment, is likely to harm MainStay Fund shareholders. Pursuant to the MainStay Funds' policies and procedures, a MainStay Fund may permit short-term purchases or exchanges that it believes, in the exercise of its judgment, are not disruptive or harmful to the MainStay Fund's long-term shareholders. For example, transactions conducted through systematic investment or withdrawal plans and trades within a MainStay Money Market Fund are not subject to the surveillance procedures. Exceptions are subject to the advance approval by the MainStay Funds' Chief Compliance Officer, among others, and are subject to Board oversight. Apart from trading permitted or exceptions granted in accordance with the MainStay Funds' policies and procedures, no MainStay Fund accommodates, nor has any arrangement to permit, frequent purchases and redemptions of MainStay Fund shares.

The MainStay Funds, through New York Life Investments and the Distributor, maintain surveillance procedures to detect excessive or short-term trading in MainStay Fund shares. As part of this surveillance process, the MainStay Funds examine transactions in MainStay Fund shares that exceed certain monetary thresholds or numerical limits within a specified period of time. The MainStay Funds also may consider the history of trading activity in all accounts known to be under common ownership, control or influence. To the extent identified under these surveillance procedures, a MainStay Fund will place a "block" on any account if, during any 30-day period, there is (1) a purchase or exchange into the account following a redemption or exchange from such account or (2) a redemption or exchange from the account following a purchase or exchange into such account. An account that is blocked will not be permitted to place future purchase or exchange requests for an additional 30-day period in that MainStay Fund. The MainStay Funds may modify their surveillance procedures and criteria from time to time without prior notice, as necessary or appropriate to improve the detection of excessive or short-term trading or to address specific circumstances. In certain instances when deemed appropriate, the MainStay Funds may rely on a financial intermediary to apply its market timing procedures to an omnibus account. In certain cases, these procedures may be less restrictive than the MainStay Funds' procedures. Routine allocation and rebalancing activities made by certain asset allocation programs, funds-of-funds, or other collective investment strategies may not be subject to the surveillance procedures if the manager of such strategies represents to the satisfaction of the MainStay Funds' Chief Compliance Officer that such investment programs and strategies are consistent with the MainStay Funds' objective of avoiding disruption due to market timing.

In addition to these measures, the MainStay Funds may from time to time impose a redemption fee on redemptions or exchanges of MainStay Fund shares made within a certain period of time in order to deter excessive or short-term trading and to offset certain costs associated with such trading.

While the MainStay Funds discourage excessive or short-term trading, there is no assurance that the MainStay Funds or their procedures will be able to effectively detect such activity or participants engaging in such activity, or, if it is detected, to prevent its recurrence. The MainStay Funds' ability to reasonably detect all such trading may be limited, for example, where the MainStay Funds must rely on the cooperation of and/or information provided by financial intermediaries or retirement plans or where the costs of surveillance on certain trading exceeds the anticipated benefit of such surveillance to MainStay Fund shareholders.

Fair Valuation and Portfolio Holdings Disclosure

Determining the MainStay Funds' Share Prices and the Valuation of Securities

Each MainStay Fund generally calculates its NAV at the close of regular trading on the Exchange (usually 4:00 pm Eastern time) every day the Exchange is open. MainStay Principal Preservation Fund also calculates its NAV at 1:00 pm Eastern time every day the Exchange is open. The MainStay Funds do not calculate their NAVs on days on which the Exchange is closed. The NAV per share for a class of shares is determined by dividing the value of the net assets attributable to that class by the number of shares of that class outstanding on that day.

The value of a MainStay Fund's other investments is generally based (in whole or in part) on current market prices (amortized cost, in the case of MainStay Money Market Funds). If current market values of the MainStay Funds' investments are not available or, in the judgment of New York Life Investments, do not accurately reflect the fair value of a security, the security will be valued by another method that the Board believes in good faith accurately reflects fair value. Changes in the value of a MainStay Fund's portfolio securities after the close of trading on the principal markets in which the portfolio securities trade will not be reflected in the calculation of NAV unless New York Life Investments, in consultation with the subadvisor (if applicable), deems a particular event could materially affect the NAV. In this case, an adjustment in the valuation of the securities may be made in accordance with procedures adopted by the Board. A MainStay Fund may invest in portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the MainStay Fund does not price its shares. The NAV of a MainStay Fund's shares may change on days when shareholders will not be able to purchase or redeem shares.

With respect to any portion of a MainStay Fund's assets invested in one or more Underlying Funds, the MainStay Fund's NAV is calculated based upon the NAVs of those Underlying Funds.

The Board has adopted valuation procedures for the MainStay Funds and has delegated day-to-day responsibility for fair value determinations to the MainStay Funds' Valuation Committee. Determinations of the Valuation Committee are subject to review and ratification by the Board at its next regularly scheduled meeting after the fair valuations are determined. Fair value determinations may be based upon developments related to a specific security or events affecting securities markets. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The MainStay Funds expect to use fair value pricing for securities actively traded on U.S. exchanges only under very limited circumstances. The MainStay Funds may use fair value pricing more frequently for foreign securities. Where foreign securities markets close earlier than U.S. markets, the value of the securities may be affected by significant events or volatility in the U.S. markets occurring after the close of those foreign securities markets. To account for this, certain MainStay Funds, notably the MainStay International Equity Funds, have fair valuation procedures which include a procedure whereby foreign securities may be valued based on third-party vendor modeling tools to the extent available.

Portfolio Holdings Information

A description of the MainStay Funds' policies and procedures with respect to the disclosure of each of the MainStay Funds' portfolio securities holdings is available in the SAI. Generally, a complete schedule of each of the MainStay Funds' portfolio holdings will be made public on the MainStay Funds' website at mainstayinvestments.com no earlier than 30 days after month-end, except as noted below. You may also obtain this information by calling toll-free 800-MAINSTAY (624-6782) .

The MainStay Money Market Funds will post on the MainStay Funds' website their complete schedules of portfolio holdings as of the last business day of the prior month, no later than the fifth business day following month-end. The MainStay Money Market Funds' postings will remain on the MainStay Funds' website for a period of at least six months after posting. Also, in the case of the MainStay Money Market Funds, certain portfolio information will be provided in monthly holdings reports to the SEC on Form N-MFP. Form N-MFP will be made available to the public by the SEC 60 days after the end of the month to which the information pertains, and a link to each of the most recent 12 months of filings on Form N-MFP will be provided on the MainStay Funds' website.

MainStay High Yield Corporate Bond Fund will not post its portfolio holdings monthly, but rather will post its complete schedule of portfolio holdings on the MainStay Funds' website as of the last day of each calendar quarter, no earlier than 60 days after the end of the reported quarter. Such disclosure will remain accessible on the website until the posting of the following quarter-end information.

The portfolio holdings for MainStay Funds subadvised by Institutional Capital LLC will be made available as of the last day of each calendar month no earlier than 15 days after the end of the reported month.

In addition, each MainStay Fund's ten largest holdings, as reported on a quarter-end basis, will be made public no earlier than 15 days after the end of each calendar quarter. The MainStay Funds' quarterly top ten holdings information is also provided in the Annual Reports and Semi-Annual Reports and in the quarterly holdings report to the SEC on Form N-Q.

Fund Earnings

Dividends and Interest

Most funds earn either dividends from stocks, interest from bonds and other securities, or both. A mutual fund, however, always pays this income to you as "dividends." The dividends paid by each MainStay Fund will vary based on the income from its investments and the expenses incurred by the MainStay Fund.

We reserve the right to automatically reinvest dividend distributions of less than $10.00.

Dividends and Distributions

Each MainStay Fund intends to distribute substantially all of its net investment income and capital gains to shareholders at least once a year to the extent that dividends and/or capital gains are available for distribution. The MainStay Funds declare and pay dividends as set forth below:

Dividends are normally paid on the last business day of the month after a dividend is declared. However, for administrative reasons, dividends that are to be paid at the end of a calendar quarter may be paid prior to the last day of the month after a dividend is declared.

You generally begin earning dividends the next business day after we receive your purchase request in good order. When buying shares of MainStay Principal Preservation Fund, you begin earning dividends the same day, if available, only if your purchase request is received in good order and payment is received by wire prior to 1:00 pm Eastern time.

Buy after the dividend payment. Avoid buying shares shortly before a dividend payment. Part of your investment may be returned in the form of a dividend, which may be taxable.

Capital Gains

The MainStay Funds earn capital gains when they sell securities at a profit.

When the Funds Pay Capital Gains

The MainStay Funds will normally declare and distribute any capital gains to shareholders annually, typically in December.

How to Take Your Earnings

You may receive your portion of MainStay Fund earnings in one of seven ways. You can make your choice at the time of application, and change it as often as you like by notifying your financial adviser (if permitted) or us directly. The seven choices are:

  1. Reinvest dividends and capital gains in:

    • the same MainStay Fund; or

    • another MainStay Fund of your choice (other than a MainStay Fund that is closed, either to new investors or to new share purchases).

  2. Take the dividends in cash and reinvest the capital gains in the same MainStay Fund.

  3. Take the capital gains in cash and reinvest the dividends in the same MainStay Fund.

  4. Take a percentage of dividends or capital gains in cash and reinvest the remainder in the same MainStay Fund.

  5. Take dividends and capital gains in cash.

  6. Reinvest all or a percentage of the capital gains in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the dividends in the original MainStay Fund.

  7. Reinvest all or a percentage of the dividends in another MainStay Fund (other than a MainStay Fund that is closed, either to new investors or to new share purchases) and reinvest the capital gains in the original MainStay Fund.

If you do not make one of these choices on your application, your earnings will be automatically reinvested in the same class of shares of the same MainStay Fund.

If you prefer to reinvest dividends and/or capital gains in another MainStay Fund, you must first establish an account in that class of shares of the MainStay Fund. There is no sales charge on shares purchased through the automatic reinvestment of dividends or capital gains.

Understand the Tax Consequences

MainStay Equity Funds, MainStay Income Funds and MainStay Blended Funds (Except MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund)

Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable law. If you are not a tax-exempt shareholder virtually all of the dividends and capital gains distributions you receive from the MainStay Funds are taxable, whether you take them as cash or automatically reinvest them. A MainStay Fund's realized earnings are taxed based on the length of time a MainStay Fund holds its investments, regardless of how long you hold MainStay Fund shares. Generally, if a MainStay Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains; income generated on debt investments, dividend income and other sources are generally taxed as ordinary income upon distribution. The current long-term capital gains maximum tax rate of 15% is scheduled to increase to 20% after 2012. Earnings of a MainStay Equity Fund, if any, will generally be a result of capital gains that may be taxed as either long-term capital gains or short-term capital gains (taxed as ordinary income). Earnings generated by interest received on fixed-income securities (particularly earnings generated by a MainStay Income Fund) generally will be a result of income generated on debt investments and will be taxable as ordinary income.

For individual shareholders, a portion of the dividends received from the MainStay Equity Funds, MainStay Blended Funds and/or the MainStay Global High Income Fund may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that such MainStay Funds receive qualified dividend income from domestic corporations and certain qualified foreign corporations and that certain holding period and other requirements are met. The shareholder must also generally satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distribution. For corporate shareholders, a portion of the dividends received from the MainStay Funds may qualify for the corporate dividends received deductions. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

Since many of the stocks in which the MainStay Equity Funds and MainStay Blended Funds invest do not pay significant dividends, it is not likely that a substantial portion of the distributions by such MainStay Funds will qualify for the 15% maximum rate or the corporate dividends received deduction. It is also not expected that any portion of the distributions by the MainStay Income Funds will qualify for the 15% rate.

MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund

The MainStay High Yield Municipal Bond and MainStay Tax Free Bond Funds' distributions to shareholders are generally expected to be tax-exempt. A portion of the distributions may be subject to the Alternative Minimum Tax. In addition, these MainStay Funds may also derive taxable income and/or capital gains, and distributions to shareholders of any such taxable income or capital gains would generaly be taxable whether you take them as cash or automatically reinvest them. These MainStay Funds' realized earnings, if any, from capital gains are taxed based on the length of time such MainStay Fund holds investments, regardless of how long you hold MainStay Fund shares. If the MainStay High Yield Municipal Bond Fund or MainStay Tax Free Bond Fund realizes long-term capital gains, the earnings distributions are taxed as long-term capital gains; earnings from short-term capital gains and taxable income generated on debt investments and other sources are generally taxed as ordinary income upon distribution.

"Tax-Free" Rarely Means "Totally Tax-Free"

  • A tax-free fund may earn taxable income—in other words, you may have taxable income even from a generally tax-free fund.

  • Tax-exempt dividends may still be subject to state and local taxes.

  • Any time you sell shares—even shares of a tax-free fund—you will be subject to tax on any gain (the rise in the share price above the price at which you purchased the shares).

  • If you sell shares of a tax-free fund at a loss after receiving a tax-exempt dividend, and you have held the shares for six months or less, then you may not be allowed to claim a loss on the sale.

  • If you sell shares in a tax-free fund before you become entitled to receive tax-exempt interest as a dividend, the amount that would have been treated as a tax-free dividend will instead be treated as a taxable part of the sales proceeds.

  • Some tax-exempt income may be subject to the alternative minimum tax.

  • Capital gains declared in a tax-free fund are not tax-free.

MainStay Retirement Funds and MainStay Asset Allocation Funds

Distributions received by tax-exempt shareholders will not be subject to federal income tax to the extent permitted under applicable tax law. If you are not a tax-exempt shareholder, virtually all of the dividends and capital gains distributions you receive from the MainStay Asset Allocation and MainStay Retirement Funds are taxable, whether you take them as cash or automatically reinvest them. These MainStay Funds can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of the long-term capital gains of either the MainStay Asset Allocation, MainStay Retirement Funds or Underlying Funds will generally be taxed as long-term capital gains. The current long-term capital gains maximum rate of 15% is scheduled to increase to 20% after 2012. Other distributions, including short-term capital gains, will be taxed as ordinary income. The structure of these MainStay Funds and the reallocation of investments among Underlying Funds could affect the amount, timing and character of distributions.

For individual shareholders, a portion of the dividends received from the MainStay Asset Allocation Funds and MainStay Retirement Funds may be treated as "qualified dividend income," which is currently taxable to individuals at a maximum rate of 15%, to the extent that the Underlying Funds receive qualified dividend income from domestic corporations and certified foreign corporations and that certain holding periods and other requirements are met. The shareholder must also satisfy a more than 60-day holding period requirement with respect to each distribution of qualified dividends in order to qualify for the 15% rate on such distributions. Since many of the stocks in which the Underlying Funds invest do no pay significant dividends, it is not likely that a substantial portion of the distributions by the MainStay Asset Allocation Funds and MainStay Retirement Funds will qualify for the 15% maximum rate. For corporate shareholders, a portion of the dividends received from these MainStay Funds may qualify for the corporate dividends received deduction. The favorable treatment of any qualified dividend income is scheduled to expire after 2012.

Tax Reporting and Withholding (All MainStay Funds)

We will mail your tax report each year by January 31. This report will tell you which dividends and redemption proceeds should be treated as taxable ordinary income, which, if any, as tax-exempt income, and which, if any, as long term capital gains.

The MainStay Funds may be required to withhold U.S. Federal income tax, currently at the rate of 28% (scheduled to increase to 31% after 2012), of all taxable distributions payable to you if you fail to provide the MainStay Funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Such withholding is not an additional tax and any amounts withheld may be credited against your U.S. Federal income tax liability.

Non-U.S. shareholders will generally be subject to U.S. tax withholding at the rate of 30% (or a lower rate under a tax treaty if applicable) on distributions by the MainStay Funds.

Return of Capital (All MainStay Funds)

If a MainStay Fund's distributions exceed its income and capital gains realized in any year, such excess distributions will constitute a return of capital for federal income tax purposes. A return of capital generally will not be taxable to you at the time of the distribution, but will reduce the cost basis of your shares and result in a higher reported capital gain or a lower reported capital loss when you sell shares.

However, if a MainStay Fund has available capital loss carryforwards to offset its capital gains realized in any year, and its distributions exceed its income alone, all or a portion of the excess distributions may not be treated, for tax purposes, as a return of capital, and would be taxable to shareholders as ordinary income.

Tax Treatment of Exchanges (All MainStay Funds)

An exchange of shares of one MainStay Fund for shares of another will be treated as a sale of shares of the first MainStay Fund and a purchase of shares of the second MainStay Fund. Any gain on the transaction may be subject to taxation if you are not a tax-exempt shareholder.

Seek professional assistance. Your financial adviser can help you keep your investment goals coordinated with your tax considerations. However, regarding tax advice, always rely on your tax adviser. For additional information on federal, state and local taxation, see the SAI.

Do not overlook sales charges. The amount you pay in sales charges reduces gains and increases losses for tax purposes.

Know With Whom You're Investing

Who Runs the Funds' Day-to-Day Business?

The Board of Trustees of MainStay Funds Trust, the "Board" of the Funds, oversees the actions of the Manager and the Distributor, and decides on general policies governing the operations of the Funds. The Board also oversees the Funds' officers, who conduct and supervise the daily business of the Funds.

New York Life Investments, 51 Madison Avenue, New York, New York 10010, serves as the Funds' Manager. In conformity with the stated policies of the Funds, New York Life Investments administers the Funds' business affairs and manages the investment operations of the Funds and the composition of the Funds' portfolios, subject to the supervision of the Board. New York Life Investments, a Delaware limited liability company, commenced operations in April 2000 and is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2010, New York Life Investments and its affiliates managed approximately $282.9 billion in assets.

The Manager provides offices and conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required for the Funds.

The Manager also pays the salaries and expenses of all personnel affiliated with the Funds, except for the independent members of the Board and all operational expenses that are not the responsibility of the Funds. Pursuant to a management agreement with each Fund, the Manager is entitled to receive fees from each Fund accrued daily and payable monthly. However, New York Life Investments has contractually agreed to waive its management fee to 0.00%. The Funds do, however, indirectly pay their proportionate share of the management fees paid to the Manager by the Underlying Funds in which the Funds invest.

For the fiscal year ended October 31, 2010, the Funds paid the Manager an aggregate fee for services performed as a percentage of the Funds' average daily net assets equal to 0%.

For information regarding the basis of the Board's approval of the management agreement for each Fund, please refer to the Funds' Annual Report to shareholders for the fiscal year ended October 31, 2010.

The Manager is not responsible for records maintained by the Funds' custodian, transfer agent, or dividend disbursing agent except to the extent expressly provided in the management agreement between the Manager and the Funds.

Pursuant to an agreement with New York Life Investments, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900 ("State Street") provides sub-administration and sub-accounting services for the Funds. These services include calculating NAVs of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

Who Manages Your Money?

New York Life Investments serves as Manager of the Funds and is responsible for the day-to-day portfolio management services of the Funds.

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisors to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of a subadvisor to the Funds. The Manager and the Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of a Fund and subject to the approval of the Board, including a majority of the Independent Trustees, to hire or terminate an unaffiliated subadvisor and to modify any existing or future subadvisory agreement with an unaffiliated subadvisor without shareholder approval. This authority is subject to certain conditions. Each Fund would notify shareholders and provide them with certain information required by the Order within 90 days of hiring a new subadvisor. The Funds may not rely on this Order without first obtaining shareholder approval. Please see the SAI for more information on this Order.

Portfolio Manager Biographies:

New York Life Investments uses a team of portfolio managers and analysts acting together to manage each Fund's investments. The senior members of each Fund's portfolio management team who are primarily responsible for the Fund's day-to-day management are set forth below. Additional information regarding the portfolio managers' compensation, other accounts managed by the portfolio managers and their ownership of shares of the funds they manage is available in the SAI.

Jae Yoon, CFA Mr. Yoon has managed the Funds since January 2011. From 2005 to 2009, Mr. Yoon was employed by New York Life Investments where he led the Investment Consulting Group. In 2009, Mr. Yoon joined MacKay Shields LLC as a Senior Managing Director responsible for Risk Management. In his role at MacKay Shields, Mr. Yoon worked side-by-side with the portfolio managers directly enhancing the risk management processes across all portfolios. In 2011, Mr. Yoon re-joined New York Life Investments and leads the Investment Consulting Group. Mr. Yoon obtained a BS and a Masters degree from Cornell University and attended New York University's Stern School of Business MBA program. He earned his Chartered Financial Analyst designation in 1998 and has been in the investment industry since 1991.
Jonathan Swaney Mr. Swaney has managed the Funds since their inception. Mr. Swaney was an employee of New York Life Investments from 1997 to 2009 and was responsible both for managing quantitative equity portfolios and performing research at New York Life Investments' Equity Investors Group. Also within New York Life Investments, Mr. Swaney previously worked with the Investment Consulting Group and was a portfolio manager with the Quantitative Strategies unit. In 2009, Mr. Swaney joined Madison Square Investors LLC, an indirect, wholly-owned subsidiary of New York Life. While at Madison Square Investors LLC, Mr. Swaney was responsible both for managing quantitative equity portfolios and performing research. In January 2011, Mr. Swaney re-joined New York Life Investments as part of the Investment Consulting Group. Mr. Swaney earned his BA in Political Science from The College of William & Mary.
Financial Highlights

The financial highlights tables are intended to help you understand the Funds' financial performance for the period of the Funds' operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by KPMG LLP, whose report, along with the Funds' financial statements, is included in the Annual Report, which is available upon request.

Effective February 26, 2010, each Fund merged into a corresponding "shell" series of MainStay Funds Trust, a Delaware statutory trust (each a "Reorganization"). Prior to that date, each Fund was a series of Eclipse Funds Inc. Upon completion of each Reorganization, the respective shell classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.

MainStay Retirement 2010 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28,2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 9.15 $ 7.95 $ 9.95
Net investment income (a) 0.17 0.22 0.15
Net realized and unrealized gain (loss) on investments 0.94 1.17 (2.15 )
Total from investment operations 1.11 1.39 (2.00 )
Less dividends:
From net investment income (0.19 ) (0.19 )
Net asset value at end of period $ 10.07 $ 9.15 $ 7.95
Total investment return (b) 12.34 % 17.90 % (20.10 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.82 % 2.61 % 2.38 %†
Net expenses (d) 0.47 % 0.38 % 0.46 %†
Expenses (before waiver/reimbursement) (d) 2.03 % 0.89 % 6.41 %†
Portfolio turnover rate 81 % 76 % 127 %
Net assets at end of period (in 000's) $ 468 $ 163 $ 41

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, June 29,2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 9.12 $ 7.95 $ 10.57 $ 10.00
Net investment income (a) 0.19 0.23 0.24 0.06
Net realized and unrealized gain (loss)on investments 0.92 1.15 (2.80 ) 0.51
Total from investment operations 1.11 1.38 (2.56 ) 0.57
Less dividends and distributions:
From net investment income (0.19 ) (0.21 ) (0.05 )
From net realized gain on investments __ (0.01 )
Total dividends and distributions (0.19 ) (0.21 ) (0.06 )
Net asset value at end of period $ 10.04 $ 9.12 $ 7.95 $ 10.57
Total investment return (b) 12.51 % 17.85 % (24.37 %) 5.70 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.01 % 2.78 % 2.46 % 1.83 %†
Net expenses (d) 0.37 % 0.37 % 0.38 % 0.38 %†
Expenses (before waiver/reimbursement) (d) 1.00 % 1.09 % 1.81 % 31.10 %†
Portfolio turnover rate 81 % 76 % 127 % 17 %
Net assets at end of period (in 000's) $ 6,935 $ 6,570 $ 4,418 $ 281

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2010 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, June 29,2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 9.18 $ 7.96 $ 10.58 $ 10.00
Net investment income (a) 0.22 0.25 0.26 0.08
Net realized and unrealized gain (loss) on investments 0.92 1.18 (2.81 ) 0.50
Total from investment operations 1.14 1.43 (2.55 ) 0.58
Less dividends and distributions:
From net investment income (0.21 ) (0.21 ) (0.06 )
From net realized gain on investments __ (0.01 )
Total dividends and distributions (0.21 ) (0.21 ) (0.07 )
Net asset value at end of period $ 10.11 $ 9.18 $ 7.96 $ 10.58
Total investment return (b) ,(c) 12.66 % 18.38 % (24.25 %) 5.80 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 2.28 % 2.98 % 2.77 % 2.42 %†
Net expenses (e) 0.12 % 0.12 % 0.13 % 0.13 %†
Expenses (before waiver/reimbursement) (e) 0.76 % 0.84 % 1.51 % 30.84 %†
Portfolio turnover rate 81 % 76 % 127 % 17 %
Net assets at end of period (in 000's) $ 35,009 $ 33,025 $ 20,105 $ 930

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, January 8, 2009 * through October 31,
Class R2 2010 2009
Net asset value at beginning of period $ 9.12 $ 7.84
Net investment income (a) 0.18 0.15
Net realized and unrealized gain on investments 0.93 1.13
Total from investment operations 1.11 1.28
Less dividends:
From net investment income (0.18 )
Net asset value at end of period $ 10.05 $ 9.12
Total investment return (b) ,(c) 12.37 % 16.33 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 1.90 % 2.12 %†
Net expenses (f) 0.47 % 0.47 %†
Expenses (before waiver/reimbursement) (f) 1.10 % 1.18 %†
Portfolio turnover rate 81 % 76 %
Net assets at end of period (in 000's) $ 1,781 $ 1,821

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

(f)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2010 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, May 1,
2008 * through October 31,
Class R3 2010 2009 2008
Net asset value at beginning of period $ 9.13 $ 7.93 $ 10.07
Net investment income (a) 0.16 0.20 0.14
Net realized and unrealized gain (loss) on investments 0.92 1.17 (2.28 )
Total from investment operations 1.08 1.37 (2.14 )
Less dividends and distributions:
From net investment income (0.17 ) (0.17 )
From net realized gain on investments __
Total dividends and ditributions (0.17 ) (0.17 )
Net asset value at end of period $ 10.04 $ 9.13 $ 7.93
Total investment return (b) ,(c) 11.99 % 17.62 % (21.25 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.67 % 2.47 % 3.25 %†
Net expenses (e) 0.72 % 0.72 % 0.73 %†
Expenses (before waiver/reimbursement) (e) 1.35 % 1.44 % 1.86 %†
Portfolio turnover rate 81 % 76 % 127 %
Net assets at end of period (in 000's) $ 866 $ 996 $ 887

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2020 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28, 2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 8.56 $ 7.43 $ 9.83
Net investment income (a) 0.12 0.18 0.12
Net realized and unrealized gain (loss) on investments 1.01 1.13 (2.52 )
Total from investment operations 1.13 1.31 (2.40 )
Less dividends and distributions:
From net investment income (0.15 ) (0.16 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.15 ) (0.18 )
Net asset value at end of period $ 9.54 $ 8.56 $ 7.43
Total investment return (b) 13.33 % 17.99 % (24.42 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.48 % 2.31 % 2.02 %†
Net expenses (d) 0.47 % 0.47 % 0.47 %†
Expenses (before waiver/reimbursement) (d) 1.16 % 1.31 % 1.48 %†
Portfolio turnover rate 73 % 68 % 134 %
Net assets at end of period (in 000's) $ 1,926 $ 915 $ 342

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, June 29,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 8.54 $ 7.44 $ 10.57 $ 10.00
Net investment income (a) 0.15 0.19 0.17 0.04
Net realized and unrealized gain (loss) on investments 0.99 1.11 (3.25 ) 0.53
Total from investment operations 1.14 1.30 (3.08 ) 0.57
Less dividends and distributions:
From net investment income (0.15 ) (0.18 ) (0.04 )
From net realized gain on investments (0.02 ) (0.01 )
Total dividends and distributions (0.15 ) (0.20 ) (0.05 )
Net asset value at end of period $ 9.53 $ 8.54 $ 7.44 $ 10.57
Total investment return (b) 13.55 % 17.97 % (29.25 %) 5.70 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.67 % 2.48 % 1.79 % 1.32 %†
Net expenses (d) 0.37 % 0.37 % 0.38 % 0.38 %†
Expenses (before waiver/reimbursement) (d) 0.86 % 1.01 % 1.74 % 35.65 %†
Portfolio turnover rate 73 % 68 % 134 % 25 %
Net assets at end of period (in 000's) $ 13,421 $ 11,026 $ 4,940 $ 297

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2020 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, June 29,
2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 8.58 $ 7.45 $ 10.57 $ 10.00
Net investment income (a) 0.17 0.21 0.19 0.05
Net realized and unrealized gain (loss) on investments 0.99 1.12 (3.24 ) 0.52
Total from investment operations 1.16 1.33 (3.05 ) 0.57
Less dividends and distributions:
From net investment income (0.17 ) (0.18 ) (0.06 )
From net realized gain on investments (0.02 ) (0.01 )
Total dividends and distributions (0.17 ) (0.20 ) (0.07 )
Net asset value at end of period $ 9.57 $ 8.58 $ 7.45 $ 10.57
Total investment return (b) ,(c) 13.69 % 18.30 % (29.14 %) 5.80 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.95 % 2.73 % 2.06 % 1.56 %†
Net expenses (e) 0.12 % 0.12 % 0.13 % 0.13 %†
Expenses (before waiver/reimbursement) (e) 0.61 % 0.76 % 1.45 % 35.16 %†
Portfolio turnover rate 73 % 68 % 134 % 25 %
Net assets at end of period (in 000's) $ 47,125 $ 42,809 $ 19,743 $ 440

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, January 8, 2009 * through October 31,
Class R2 2010 2009
Net asset value at beginning of period $ 8.54 $ 7.21
Net investment income (a) 0.14 0.12
Net realized and unrealized gain on investments 0.98 1.21
Total from investment operations 1.12 1.33
Less dividends and distributions
From net investment income (0.14 )
From net realized gain on investments
Total dividends and distributions (0.14 )
Net asset value at end of period $ 9.52 $ 8.54
Total investment return (b) ,(c) 13.29 % 18.45 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.54 % 1.82 %†
Net expenses (f) 0.47 % 0.47 %†
Expenses (before waiver/reimbursement) (f) 0.96 % 1.09 %†
Portfolio turnover rate 73 % 68 %
Net assets at end of period (in 000's) $ 1,718 $ 1,057

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

(f)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2020 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, May 1,
2008 * through October 31,
Class R3 2010 2009 2008
Net asset value at beginning of period $ 8.54 $ 7.42 $ 9.98
Net investment income (a) 0.11 0.17 0.10
Net realized and unrealized gain (loss) on investments 0.99 1.12 (2.66 )
Total from investment operations 1.10 1.29 (2.56 )
Less dividends and distributions:
From net investment income (0.13 ) (0.15 )
From net realized gain on investments (0.02 )
Total dividends and distributions (0.13 ) (0.17 )
Net asset value at end of period $ 9.51 $ 8.54 $ 7.42
Total investment return (b) ,(c) 13.02 % 17.71 % (25.65 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.33 % 2.31 % 2.61 %†
Net expenses (e) 0.72 % 0.72 % 0.73 %†
Expenses (before waiver/reimbursement) (e) 1.21 % 1.37 % 1.81 %†
Portfolio turnover rate 73 % 68 % 134 %
Net assets at end of period (in 000's) $ 1,915 $ 1,713 $ 1,305

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2030 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28,
2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 7.97 $ 6.92 $ 9.60
Net investment income 0.09 (a) 0.12 (a) 0.07 (a)
Net realized and unrealized gain (loss) on investments 1.04 1.07 (2.75 )
Total from investment operations 1.13 1.19 (2.68 )
Less dividends and distributions:
From net investment income (0.11 ) (0.13 )
From net realized gain on investments (0.01 )
Total dividends and distributions (0.11 ) (0.14 )
Net asset value at end of period $ 8.99 $ 7.97 $ 6.92
Total investment return (b) 14.30 % 17.67 % (27.92 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income (loss) 1.05 % 1.75 % 1.26 %†
Net expenses (d) 0.47 % 0.47 % 0.46 %†
Expenses (before waiver/reimbursement) (d) 1.34 % 1.70 % 1.42 %†
Portfolio turnover rate 60 % 71 % 148 %
Net assets at end of period (in 000's) $ 1,785 $ 606 $ 104

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, June 29,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 7.95 $ 6.92 $ 10.59 $ 10.00
Net investment income 0.10 (a) 0.15 (a) 0.11 (a) 0.02
Net realized and unrealized gain (loss) on investments 1.04 1.05 (3.69 ) 0.57
Total from investment operations 1.14 1.20 (3.58 ) 0.59
Less dividends and distributions:
From net investment income (0.12 ) (0.16 ) (0.08 )
From net realized gain on investments (0.01 ) (0.01 )
Total dividends and distributions (0.12 ) (0.17 ) (0.09 )
Net asset value at end of period $ 8.97 $ 7.95 $ 6.92 $ 10.59
Total investment return (b) 14.40 % 17.63 % (33.97 %) 5.90 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.25 % 2.14 % 1.22 % 0.71 %†
Net expenses (d) 0.37 % 0.37 % 0.38 % 0.38 %†
Expenses (before waiver/reimbursement) (d) 0.89 % 1.01 % 1.76 % 35.87 %†
Portfolio turnover rate 60 % 71 % 148 % 42 %
Net assets at end of period (in 000's) $ 12,733 $ 10,314 $ 4,784 $ 306

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2030 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, June 29,
2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 8.00 $ 6.94 $ 10.60 $ 10.00
Net investment income 0.13 (a) 0.17 (a) 0.13 (a) 0.03
Net realized and unrealized gain (loss) on investments 1.04 1.04 (3.69 ) 0.57
Total from investment operations 1.17 1.21 (3.56 ) 0.60
Less dividends and distributions:
From net investment income (0.13 ) (0.14 ) (0.09 )
From net realized gain on investments (0.01 ) (0.01 )
Total dividends and distributions (0.13 ) (0.15 ) (0.10 )
Net asset value at end of period $ 9.04 $ 8.00 $ 6.94 $ 10.60
Total investment return (b) ,(c) 14.77 % 17.96 % (33.86 %) 6.00 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.52 % 2.37 % 1.49 % 0.96 %†
Net expenses (e) 0.12 % 0.12 % 0.13 % 0.13 %†
Expenses (before waiver/reimbursement) (e) 0.64 % 0.76 % 1.36 % 35.62 %†
Portfolio turnover rate 60 % 71 % 148 % 42 %
Net assets at end of period (in 000's) $ 63,817 $ 50,513 $ 23,249 $ 287

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, January 8, 2009 * through October 31,
Class R2 2010 2009
Net asset value at beginning of period $ 7.94 $ 6.64
Net investment income (a) 0.09 (a) 0.08 (a)
Net realized and unrealized gain on investments 1.03 1.22
Total from investment operations 1.12 1.30
Total dividends and distributions
From net investment income (0.10 )
From net realized gain on investments
Total dividends and distributions (0.10 )
Net asset value at end of period $ 8.96 $ 7.94
Total investment return (b) ,(c) 14.27 % 19.58 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.10 % 1.34 %†
Net expenses (f) 0.47 % 0.47 %†
Expenses (before waiver/reimbursement) (f) 0.99 % 1.10 %†
Portfolio turnover rate 60 % 71 %
Net assets at end of period (in 000's) $ 2,907 $ 1,540

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

(f)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2030 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, May 1,
2008 * through October 31,
Class R3 2010 2009 2008
Net asset value at beginning of period $ 7.96 $ 6.92 $ 9.76
Net investment income 0.08 (a) 0.14 (a) 0.03 (a)
Net realized and unrealized gain (loss) on investments 1.02 1.03 (2.87 )
Total from investment operations 1.10 1.17 (2.84 )
Less dividends and distributions:
From net investment income (0.09 ) (0.12 )
From net realized gain on investments (0.01 )
Total dividends and distributions (0.09 ) (0.13 )
Net asset value at end of period $ 8.97 $ 7.96 $ 6.92
Total investment return (b) ,(c) 13.97 % 17.28 % (29.10 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.91 % 1.98 % 0.79 %†
Net expenses (e) 0.72 % 0.72 % 0.73 %†
Expenses (before waiver/reimbursement) (e) 1.24 % 1.36 % 1.69 %†
Portfolio turnover rate 60 % 71 % 148 %
Net assets at end of period (in 000's) $ 5,946 $ 4,901 $ 3,695

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2040 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28,
2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 7.75 $ 6.74 $ 9.56
Net investment income (a) 0.06 0.09 0.06
Net realized and unrealized gain (loss) on investments 1.08 1.04 (2.88 )
Total from investment operations 1.14 1.13 (2.82 )
Less dividends:
From net investment income (0.09 ) (0.12 )
Net asset value at end of period $ 8.80 $ 7.75 $ 6.74
Total investment return (b) 14.76 % 17.20 % (29.50 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.77 % 1.25 % 1.10 %†
Net expenses (d) 0.47 % 0.47 % 0.46 %†
Expenses (before waiver/reimbursement) (d) 1.60 % 1.94 % 1.93 %†
Portfolio turnover rate 65 % 75 % 145 %
Net assets at end of period (in 000's) $ 1,337 $ 614 $ 81

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, June 29,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 7.72 $ 6.75 $ 10.61 $ 10.00
Net investment income (a) 0.08 0.12 0.10 0.02
Net realized and unrealized gain (loss) on investments 1.06 1.00 (3.91 ) 0.59
Total from investment operations 1.14 1.12 (3.81 ) 0.61
Less dividends and distributions:
From net investment income (0.09 ) (0.15 ) (0.04 )
From net realized gain on investments (0.01 )
Total dividends and distributions (0.09 ) (0.15 ) (0.05 )
Net asset value at end of period $ 8.77 $ 7.72 $ 6.75 $ 10.61
Total investment return (b) 14.89 % 17.09 % (36.07 %) 6.10 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.97 % 1.77 % 1.07 % 0.49 %†
Net expenses (d) 0.37 % 0.37 % 0.38 % 0.38 %†
Expenses (before waiver/reimbursement) (d) 1.02 % 1.19 % 2.57 % 39.66 %†
Portfolio turnover rate 65 % 75 % 145 % 25 %
Net assets at end of period (in 000's) $ 6,826 $ 5,459 $ 2,364 $ 265

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2040 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, June 29,
2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 7.77 $ 6.76 $ 10.61 $ 10.00
Net investment income (a) 0.10 0.14 0.11 0.03
Net realized and unrealized gain (loss) on investments 1.08 1.00 (3.90 ) 0.58
Total from investment operations 1.18 1.14 (3.79 ) 0.61
Less dividends and distributions:
From net investment income (0.11 ) (0.13 ) (0.05 )
From net realized gain on investments (0.01 )
Total dividends and distributions (0.11 ) (0.13 ) (0.06 )
Net asset value at end of period $ 8.84 $ 7.77 $ 6.76 $ 10.61
Total investment return (b) ,(c) 15.24 % 17.34 % (35.96 %) 6.20 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.22 % 2.04 % 1.25 % 0.75 %†
Net expenses (e) 0.12 % 0.12 % 0.13 % 0.13 %†
Expenses (before waiver/reimbursement) (e) 0.77 % 0.94 % 2.02 % 39.47 %†
Portfolio turnover rate 65 % 75 % 145 % 25 %
Net assets at end of period (in 000's) $ 33,551 $ 27,031 $ 11,263 $ 273

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, January 8, 2009 * through October 31,
Class R2 2010 2009
Net asset value at beginning of period $ 7.72 $ 6.43
Net investment income (a) 0.06 0.05
Net realized and unrealized gain on investments 1.08 1.24
Total from investment operations 1.14 1.29
Less dividends:
From net investment income (0.08 )
Net asset value at end of period $ 8.78 $ 7.72
Total investment return (b) ,(c) 14.85 % 20.06 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.78 % 0.91 %†
Net expenses (f) 0.47 % 0.47 %†
Expenses (before waiver/reimbursement) (f) 1.12 % 1.26 %†
Portfolio turnover rate 65 % 75 %
Net assets at end of period (in 000's) $ 3,394 $ 1,425

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

(f)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2040 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, May 1,
2008 * through October 31,
Class R3 2010 2009 2008
Net asset value at beginning of period $ 7.72 $ 6.73 $ 9.71
Net investment income (a) 0.05 0.11 0.04
Net realized and unrealized gain (loss) on investments 1.06 0.99 (3.02 )
Total from investment operations 1.11 1.10 (2.98 )
Less dividends and distributions:
From net investment income (0.07 ) (0.11 )
Net asset value at end of period $ 8.76 $ 7.72 $ 6.73
Total investment return (b) ,(c) 14.47 % 16.77 % (30.69 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.61 % 1.68 % 1.07 %†
Net expenses (e) 0.72 % 0.72 % 0.73 %†
Expenses (before waiver/reimbursement) (e) 1.37 % 1.55 % 2.08 %†
Portfolio turnover rate 65 % 75 % 145 %
Net assets at end of period (in 000's) $ 4,628 $ 3,682 $ 2,767

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2050 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, February 28,
2008 * through October 31,
Investor Class 2010 2009 2008
Net asset value at beginning of period $ 7.50 $ 6.57 $ 9.46
Net investment income (a) 0.04 0.09 0.05
Net realized and unrealized gain (loss) on investments 1.08 0.99 (2.94 )
Total from investment operations 1.12 1.08 (2.89 )
Less dividends and distributions:
From net investment income (0.07 ) (0.11 )
From net realized gain on investments (0.04 )
Total dividends and distributions (0.07 ) (0.15 )
Net asset value at end of period $ 8.55 $ 7.50 $ 6.57
Total investment return (b) 15.08 % 16.92 % (30.55 %)(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.55 % 1.30 % 0.81 %†
Net expenses (d) 0.47 % 0.47 % 0.46 %†
Expenses (before waiver/reimbursement) (d) 2.17 % 2.31 % 2.86 %†
Portfolio turnover rate 70 % 67 % 138 %
Net assets at end of period (in 000's) $ 650 $ 299 $ 80

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, June 29,
2007 * through October 31,
Class A 2010 2009 2008 2007
Net asset value at beginning of period $ 7.49 $ 6.58 $ 10.62 $ 10.00
Net investment income (a) 0.06 0.11 0.09 0.01
Net realized and unrealized gain (loss) on investments 1.08 0.97 (4.05 ) 0.61
Total from investment operations 1.14 1.08 (3.96 ) 0.62
Less dividends and distributions:
From net investment income (0.08 ) (0.13 ) (0.07 )
From net realized gain on investments (0.04 ) (0.01 )
Total dividends and distributions (0.08 ) (0.17 ) (0.08 )
Net asset value at end of period $ 8.55 $ 7.49 $ 6.58 $ 10.62
Total investment return (b) 15.30 % 16.84 % (37.60 %) 6.30 %(c)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.72 % 1.62 % 0.97 % 0.29 %†
Net expenses (d) 0.37 % 0.37 % 0.38 % 0.38 %†
Expenses (before waiver/reimbursement) (d) 1.29 % 1.58 % 3.52 % 39.60 %†
Portfolio turnover rate 70 % 67 % 138 % 24 %
Net assets at end of period (in 000's) $ 2,224 $ 1,571 $ 721 $ 270

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Total investment return is not annualized.

(d)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2050 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, June 29,
2007 * through October 31,
Class I 2010 2009 2008 2007
Net asset value at beginning of period $ 7.53 $ 6.59 $ 10.63 $ 10.00
Net investment income (a) 0.08 0.13 0.09 0.02
Net realized and unrealized gain (loss) on investments 1.08 0.98 (4.03 ) 0.61
Total from investment operations 1.16 1.11 (3.94 ) 0.63
Less dividends and distributions:
From net investment income (0.09 ) (0.13 ) (0.09 )
From net realized gain on investments (0.04 ) (0.01 )
Total dividends and distributions (0.09 ) (0.17 ) (0.10 )
Net asset value at end of period $ 8.60 $ 7.53 $ 6.59 $ 10.63
Total investment return (b) ,(c) 15.56 % 17.31 % (37.49 %) 6.40 %(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 1.01 % 1.99 % 1.08 % 0.55 %†
Net expenses (e) 0.12 % 0.12 % 0.13 % 0.13 %†
Expenses (before waiver/reimbursement) (e) 1.04 % 1.34 % 3.18 % 39.11 %†
Portfolio turnover rate 70 % 67 % 138 % 24 %
Net assets at end of period (in 000's) $ 17,917 $ 14,283 $ 7,191 $ 273

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

Year ended October 31, January 8, 2009 * through October 31,
Class R2 2010 2009
Net asset value at beginning of period $ 7.49 $ 6.22
Net investment income (a) 0.04 0.04
Net realized and unrealized gain on investments 1.09 1.23
Total from investment operations 1.13 1.27
Less dividends:
From net investment income (0.07 )
Net asset value at end of period $ 8.55 $ 7.49
Total investment return (b) ,(c) 15.10 % 20.42 %(d)(e)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.47 % 0.66 %†
Net expenses (f) 0.47 % 0.47 %†
Expenses (before waiver/reimbursement) (f) 1.39 % 1.64 %†
Portfolio turnover rate 70 % 67 %
Net assets at end of period (in 000's) $ 1,735 $ 419

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

Total investment returns may reflect adjustments to conform to generally accepted accounting principles.

(f)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

MainStay Retirement 2050 Fund
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31, May 1,
2008 * through October 31,
Class R3 2010 2009 2008
Net asset value at beginning of period $ 7.48 $ 6.56 $ 9.61
Net investment income (a) 0.03 0.10 0.01
Net realized and unrealized gain (loss) on investments 1.07 0.96 (3.06 )
Total from investment operations 1.10 1.06 (3.05 )
Less dividends and distributions:
From net investment income (0.06 ) (0.10 )
From net realized gain on investments (0.04 )
Total dividends and distributions (0.06 ) (0.14 )
Net asset value at end of period $ 8.52 $ 7.48 $ 6.56
Total investment return (b) ,(c) 14.78 % 16.66 % (31.74 %)(d)
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.39 % 1.49 % 0.28 %†
Net expenses (e) 0.72 % 0.72 % 0.73 %†
Expenses (before waiver/reimbursement) (e) 1.64 % 1.94 % 2.99 %†
Portfolio turnover rate 70 % 67 % 138 %
Net assets at end of period (in 000's) $ 2,729 $ 2,149 $ 1,473

*

Commencement of operations.

Annualized.

(a)

Per share data based on average shares outstanding during the period.

(b)

Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.

(c)

Class I, Class R2 and Class R3 are not subject to sales charges.

(d)

Total investment return is not annualized.

(e)

In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro-rata share of the fees and expenses of the Underlying Funds in which it invests. Such indirect expenses are not included in the above expense ratios.

No dealer, sales representative or any other person is authorized to give any information or to make any representations other than those contained in this Prospectus and in the Statement of Additional Information ("SAI"), in connection with the offer contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds or the Distributor. This Prospectus and the SAI do not constitute an offer by the Funds or by the Distributor to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer in such jurisdiction.

Statement of Additional Information

Provides more details about the Funds. The current SAI is incorporated by reference into the Prospectus and has been filed with the SEC.

Annual/Semi-Annual Reports

Provide additional information about the Funds' investments and include discussions of market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.

To obtain information:

More information about the Funds, including the SAI and the Annual/Semi-Annual Reports, is available, without charge, upon request. To obtain information, or for shareholder inquiries, call toll-free 800-MAINSTAY (624-6782) , visit our website at mainstayinvestments.com , or write to NYLIFE Distributors LLC, Attn: MainStay Marketing Dept., 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

You can also review and copy information about the Funds (including the SAI) by visiting the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090). This information is also available on the EDGAR database on the SEC's Internet site at http://www.sec.gov . Copies of this information may be obtained by paying a duplicating fee and sending an e-mail to publicinfo@sec.gov or writing the SEC's Public Reference Section, Washington, DC 20549-0102.

NYLIFE Distributors LLC
169 Lackawanna Avenue
Parsippany, New Jersey 07054
NYLIFE Distributors LLC is the Distributor of the MainStay Funds

MainStay Investments is a registered service mark and name under which New York Life Investment Management LLC does business. MainStay Investments, an indirect subsidiary of New York Life Insurance Company, New York, New York 10010, provides investment advisory products and services.

SEC File Number: 811-22321 (MainStay Funds Trust)

For more information call 800-MAINSTAY (624-6782) or visit our website at mainstayinvestments.com

MSRF01-02/11
RF

 
 

   

Prospectus for
MainStay Cash Reserves Fund Sweep Shares
February 28, 2011
MainStay ® Funds

Sweep Shares

INCOME FUND

MainStay Cash Reserves Fund

MSIXX

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

What's Inside?

4

MainStay Cash Reserves Fund - Sweep Shares

8

More About Investment Strategies and Risks

10

Shareholder Guide

16

Know With Whom You're Investing

18

Financial Highlights

MainStay Cash Reserves Fund - Sweep Shares

Investment Objective

The Fund seeks a high level of current income while preserving capital and maintaining liquidity.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Sweep Shares
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds) None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees (as an annual percentage of the Fund's average daily net assets) 1 0.43%
Distribution and/or Service (12b-1) Fees 0.25%
Shareholder Services Fees 0.25%
Other Expenses 0.16%
Total Annual Fund Operating Expenses 2 1.09%
Waivers / Reimbursements 2 (0.09)%
Total Annual Fund Operating Expenses After Waivers / Reimbursements 2 1.00%

1

The management fee is as follows: 0.45% on assets up to $500 million; 0.40% on assets from $500 million to $1 billion; and 0.35% on assets in excess of $1 billion.

2

New York Life Investment Management LLC ("New York Life Investments") has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for Sweep Shares do not exceed 1.00% of its average daily net assets. This agreement expires on February 28, 2012, and may only be amended or terminated prior to that date by action of the Board of Trustees of the Fund.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expenses after Sweep Shares
1 Year $ 102
3 Years $ 338
5 Years $ 592
10 Years $ 1,321

Principal Investment Strategies

The Fund invests in short-term, high-quality, U.S. dollar-denominated securities that generally mature in 397 days (13 months) or less. The Fund maintains a dollar-weighted average maturity of 60 days or less and maintains a dollar-weighted average life to maturity of 120 days or less. The Fund seeks to maintain a stable $1.00 net asset value per share.

The Fund may invest in obligations issued or guaranteed by the U.S. government or any of its agencies or instrumentalities; U.S. and foreign bank and bank holding company obligations, such as certificates of deposit ("CDs"), bankers' acceptances and Eurodollars; commercial paper; time deposits; repurchase agreements; and corporate debt securities. The Fund may invest in variable rate notes, floaters, and mortgage-related and asset-backed securities. The Fund may also invest in foreign securities that are U.S. dollar-denominated securities of foreign issuers.

The Fund will generally invest in obligations that mature in 397 days or less and substantially all of which will be held to maturity. However, the Fund may invest in securities with a face maturity of more than 397 days provided that the security is a variable or floating rate note that meets the applicable guidelines with respect to maturity. Additionally, securities collateralizing repurchase agreements may have maturities in excess of 397 days.

Investment Process: New York Life Investments, the Fund's Manager, seeks to achieve the highest yield relative to minimizing risk while also maintaining liquidity and preserving principal. The Manager selects securities based on an analysis of the creditworthiness of the issuer. The Manager works to add value by emphasizing specific securities and sectors of the money market that appear to be attractively priced based upon historical and current yield spread relationships.

The Manager may sell a security prior to maturity if it no longer believes that the security will contribute to meeting the investment objective of the Fund.

Principal Risks

Stable Net Asset Value Risk: An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. This could occur because of unusual market conditions or a sudden collapse in the creditworthiness of a company once believed to be an issuer of high-quality, short-term securities.

Market Changes Risk: The value of the Fund's investments may change because of broad changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar objectives. From time to time, markets may experience periods of acute stress that may result in increased volatility. Such market conditions tend to add significantly to the risk of short-term volatility in the net asset value of the Fund's shares.

Management Risk: The investment strategies, practices and risk analysis used by the Fund's Manager may not produce the desired results.

Debt Securities Risk: The risks involved with investing in debt securities include (without limitation): (i) credit risk, i.e ., the risk that an issuer of a debt security may fail to repay the loan created by the issuance of that debt security; (ii) maturity risk, i.e ., the risk that a debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity; (iii) market risk, i.e ., the risk that low demand of debt securities may negatively impact their price; (iv) interest rate risk, i.e ., the risk that when interest rates go up, the value of a debt security goes down, and when interest rates go down, the value of a debt security goes up; (v) selection risk, i.e ., the risk that the securities selected by the Manager may underperform the market or other securities selected by other funds; and (vi) call risk, i.e ., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund's income, if the proceeds are reinvested at lower interest rates.

Additional risks associated with an investment in the Fund include the following: (i) not all U.S. government securities are insured or guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt; and (ii) the Fund's yield will fluctuate with changes in short-term interest rates.

Floaters and Variable Rate Notes Risk: Floaters and variable rate notes provide for a periodic adjustment in the interest rate paid on the securities. The rate adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate. Floating and variable rate notes may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund's ability to sell the securities at any given time. Securities with floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates in general. Such securities also may lose value.

Foreign Securities Risk: Investments in foreign securities are subject to risks that differ from those of U.S. issuers. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in U.S. or foreign tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than U.S. securities. These risks may be greater in emerging market countries than in more developed countries.

Mortgage-Backed/Asset-Backed Securities Risk: Prepayment risk is associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund's Manager to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.

Money Market Fund Regulatory Risk: The Securities and Exchange Commission ("SEC") recently imposed new liquidity, credit quality, and maturity requirements on all money market funds. Because of these changes, the Fund may achieve a reduced yield as compared to the yield achieved prior to the changes. The SEC may adopt additional money market fund regulations in the future, which may impact the operation or performance of the Fund .

Yield Risk: There can be no guarantee that the Fund will achieve or maintain any particular level of yield.

Past Performance

The following bar chart and tables indicate some of the risks of investing in the Fund. The bar chart shows you how the Fund's calendar year performance has varied over the last ten years. Sales loads are not reflected in the bar chart. If they were, returns would be less than those shown. The average annual total returns table shows how the Fund's average annual total returns for the one-, five- and ten-year periods compare to those of a money market fund average. The Average Lipper Institutional Money Market Fund is an equally weighted performance average adjusted for capital gains distributions and income dividends of all of the institutional money market funds in the Lipper Universe. Lipper Inc., a wholly-owned subsidiary of Reuters Group PLC, is an independent monitor of mutual fund performance. Lipper averages are not class specific. Lipper returns are unaudited.

Past performance is not necessarily an indication of how the Fund will perform in the future.

For current yield information, call toll-free: 800-MAINSTAY (624-6782).

Annual Returns, Sweep Shares

(by calendar year 2001-2010)

   

Best Quarter

1Q/01

1.24%

Worst Quarter

1Q/10

0.00%

Average Annual Total Returns (for the periods ended December 31, 2010)

1 Year 5 Years 10 Years
Sweep Shares 0.01% 2.00% 1.73%
7-day current yield
Sweep Shares: 0.01%
Average Lipper Institutional Money Market Fund
(reflects no deductions for fees, expenses, or taxes) 0.08% 2.51% 2.29%

Management

New York Life Investments serves as Manager and is responsible for the day-to-day portfolio management of the Fund.

 

Manager

Portfolio Managers

Service Date

New York Life Investment Management LLC

David E. Clement, Director

Since 1991

Thomas J. Girard, Managing Director

Since 2009

How to Purchase and Sell Shares

You may purchase or sell shares of the Fund on any day the Fund is open for business by contacting your financial intermediary or other financial institution. The minimum investment by a financial insitution is $1,000 for the initial investment and $100 for each subsequent investment in Sweep Shares. Please check with your account representative for investment minimums and/or other requirements that may apply to brokerage or other accounts through which you own Sweep Shares. The Fund may also waive investment minimums for certain qualified purchases and accept investment of smaller amounts at its discretion.

Tax Information

The Fund's distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Compensation to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information. For additional information about compensation to financial intermediaries, please see the section entitled "Compensation to Dealers" in the "Shareholder Guide" section on page 11 of the Prospectus.

More About Investment Strategies and Risks
Information about the Fund's objective, principal investment strategies, investment practices and principal risks appears at the beginning of the Prospectus. The information below describes in greater detail other investments, investment practices and risks pertinent to the Fund.

Additional information about the investment practices of the Fund and risks pertinent to these practices is included in the Statement of Additional Information ("SAI"). The following information is provided in alphabetical order and not necessarily in order of importance.

Floating Rate Loans

Floating rate loans incur some of the same risks as other debt securities, such as prepayment risk, credit risk, interest rate risk and risk found with high-yield securities.

Floating rate loans are subject to the risk that the scheduled interest or principal payments will not be paid. Lower-quality loans and debt securities (those of less than investment grade quality), including floating rate loans and debt securities, involve greater risk of default on interest and principal payments than higher quality loans and securities. In the event that a non-payment occurs, the value of that obligation likely will decline. In turn, the NAV of the Fund's shares also will decline. Generally, the lower the rating category, the more risky the investment.

Foreign Securities

The Fund may invest in securities of issuers organized outside the U.S. but that are traded in U.S. dollars. Foreign securities may be more difficult to sell than U.S. securities. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid than U.S. securities. There may also be difficulty in invoking legal protections across borders. The Fund may also incur higher expenses and costs when making foreign investments, which could affect the Fund's total return. Risks relating to withholding or other taxes, trading, settlement, custodial and other operational risks, and the loss of stringent investor protection and disclosure standards of some foreign markets may cause the Fund's share price to be more volatile than that of a U.S. only fund.

Investment Objective

The Fund's investment objective is non-fundamental and may be changed without shareholder approval.

Mortgage-Related and Asset-Backed Securities

The Fund's principal investments may include mortgage-related and asset-backed securities. Prepayment risk is a risk associated with mortgage-backed and asset-backed securities. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund's investments. On the other hand, if interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise and increase the potential for the Fund to lose money.

Temporary Defensive Investments

In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes or for liquidity purposes, the Fund may invest outside the scope of its principal investment strategies. Under such conditions, the Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the Fund will achieve its investment objective. Under such circumstances, the Fund may invest without limit in money market securities and other investments.

The Fund also may invest outside the scope of its principal investment strategies in securities other than money market instruments for temporary defensive purposes, subject to Rule 2a-7 under the Investment Company Act of 1940 and its investment guidelines.

Shareholder Guide

The following pages are intended to provide information regarding how to buy and sell shares of the Fund and to help you understand the costs associated with buying, holding and selling your investments. You are eligible to buy Sweep Shares if you are a customer of a financial institution that has made arrangements with NYLIFE Distributors LLC (the "Distributor") for the purchase of Sweep Shares.

Please note that shares of the Fund are generally not available for purchase by foreign investors. The Distributor and/or the Fund reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains in a check mailed to any investor who becomes a non-U.S. resident; and (ii) to redeem shares and close the account of an investor who becomes a non-U.S. resident.

As with any business, running a mutual fund involves costs. There are regular Fund operating costs, such as investment advisory fees, marketing and distribution expenses, and custodial, transfer agency, legal and accounting fees, among others. These operating costs are typically paid from the assets of the Fund, and thus, all investors in the Fund indirectly share the costs. These Fund expenses are presented earlier in this Prospectus in the table entitled, "Fees and Expenses of the Fund," under the heading, "Annual Fund Operating Expenses." Certain costs are borne equally by each share class of the Fund. In cases where services or expenses are class specific, such as distribution and/or service (12b-1) fees, the fees payable for transfer agency services or certain other expenses, the costs may be allocated differently among share classes.

Distribution and Services Fees

Rule 12b-1 Plan

The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") for the Sweep Shares. Rule 12b-1 distribution and/or services fees are paid monthly to the Distributor, or any other broker/dealer or financial institution, as compensation for certain account sweep and/or other distribution-related services rendered to the Sweep Shares, at the rate of 0.25% on an annualized basis of the average daily net assets of the Sweep Shares.

Shareholder Services Plan

The Fund has adopted a Shareholder Services Plan with respect to the Sweep Shares. Under the terms of the Shareholder Services Plan, the Fund is authorized to pay to New York Life Investments, as compensation for service activities rendered by New York Life Investments, its affiliates or independent third-party service providers, to the shareholders of the Sweep Shares, a shareholder service fee at the rate of 0.25% on an annualized basis of the average daily net asset value ("NAV") of the Sweep Shares.

The Fund may pay to service agents "service fees" as that term is defined in the rules of the Financial Industry Regulatory Authority ("FINRA") for services provided to shareholders of the Sweep Shares. These fees are for personal services, including assistance in establishing and maintaining shareholder accounts and assisting shareholders that may have questions or other needs relating to their accounts.

Because the 12b-1 fee is an annual fee charged against the assets of the Fund, long-term shareholders may indirectly pay an amount that is more than the equivalent of paying other types of sales charges.

Additional Information Regarding Fee Waivers

Voluntary

From time to time the Manager may limit the Fund's expenses to the extent it deems appropriate to enhance the Fund's yields during periods when expenses have a significant impact on yield because of low interest rates. This expense limitation policy is voluntary and in addition to any contractual arrangement that may be in place with respect to the Fund and described in this Prospectus. This expense limitation policy may be revised or terminated by the Manager at any time without notice.

Account Representatives

Account representatives may impose other conditions on buying and selling shares. They may also charge you additional fees. They are responsible for giving you a schedule of fees and information about any conditions they have added. Ask your account representative about these fees and conditions.

Compensation to Dealers

Financial intermediary firms and their associated financial advisers are paid in different ways for the services they provide to the Funds and shareholders. Such compensation may vary depending upon the Fund sold, the amount invested, the share class purchased, the amount of time that shares are held and/or the services provided.

  • The Distributor pays, pursuant to a 12b-1 plan, distribution-related and other service fees to qualified dealers for providing certain shareholder services.

  • The Distributor or an affiliate may make payments to financial intermediaries that provide sub-transfer agency and other administrative services in addition to supporting distribution of the Fund. A portion of these fees may be paid from the Distributor's or its affiliate's own resources.

Although the Fund may use financial firms that sell Fund shares to make transactions for the Fund's portfolio, the Fund and the Manager do not consider the sale of Fund shares as a factor when choosing financial firms to effect those transactions.

Payments made from the Distributor's or an affiliate's own resources do not increase the price or decrease the amount or value of the shares you purchase. However, if financial advisers, distributors or affiliates of mutual funds make such payments in differing amounts, financial intermediary firms and their financial advisers may have financial incentives for recommending a particular mutual fund or a particular share class of that fund over other mutual funds. For example, payments made by the Distributor or an affiliate, as described above, may be used by the financial intermediary firm to reduce or eliminate transaction charges associated with purchases of Fund shares.

For more information regarding any of the types of compensation described above, see the SAI or consult with your financial intermediary firm or financial adviser. You should review carefully any disclosure by your financial intermediary firm as to compensation received by that firm and/or your financial adviser.

Buying and Selling Shares

How to Open Your Account

If you are participating in an account sweep arrangement with a financial institution, that institution will provide you with the information you need to open an account and buy Sweep Shares.

You should speak to your account representative at your financial institution to open an account in the Fund in conjunction with your brokerage account. A financial institution will establish a single omnibus account with the Fund's transfer agent, NYLIM Service Company LLC, an affiliate of New York Life Investments, on behalf of its clients. You should read this Prospectus along with the financial institution's agreement or literature describing its services (including sweep arrangements with the Fund) and fees charged by the financial institution.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens a new account, and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund, or your financial institution on its behalf, must obtain the following information for each person that opens a new account:

  • Name;

  • Date of birth (for individuals);

  • Residential or business street address (although post office boxes are still permitted for mailing); and

  • Social security number or taxpayer identification number.

You may also be asked for a copy of your driver's license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.

After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

How to Buy Shares

Shares (and fractions of shares) are purchased at market price (known as the NAV) on any day that the Exchange is open. Your price per share, generally $1.00, will be the next NAV calculated after we receive an order from your financial institution in proper form. This means that all necessary information, signatures and documentation has been received.

All investments must be in U.S. dollars. No wires are accepted when the Exchange or banks are closed.

Minimum Investments

The minimum required investment by a financial institution is:

  • Initial investment—at least $1,000.

  • Each investment after that—at least $100.

Please check with your account representative for investment minimums and/or other requirements that may apply to brokerage or other accounts through which you own Sweep Shares. The Fund may also waive investment minimums for certain qualified purchases and accept investment of smaller amounts at its discretion.

How to Sell Shares

Check with your account representative for information on how your Sweep Shares may be redeemed (sold).

Generally, if your financial institution offers an automatic sweep arrangement, the sweep will automatically transfer from your Fund account sufficient amounts to cover security purchases in your brokerage account.

The price of each share will be the NAV next determined after receipt of a redemption request. The Fund imposes no charge for selling your shares. You should check with your account representative to determine if your financial institution imposes a charge for selling shares.

There will be no redemptions, however, during any period in which the right of redemption is suspended or date of payment is postponed because the Exchange is restricted or the SEC deems an emergency to exist. In addition, the Board of Trustees (the "Board") of the Fund may suspend redemptions and irrevocably liquidate the Fund as permitted by applicable law.

Excessive Purchases and Redemptions or Exchanges

Given the nature of the Fund as a liquid short-term investment, the Board of the Fund has not adopted policies and procedures to monitor or discourage excessive or short-term trading in the Fund's shares. The Fund reserves the right to impose restrictions on purchases and exchanges at any time or conditions that are more restrictive than those otherwise stated in this Prospectus. To the extent that the Fund may be used to facilitate excessive or short-term trading between other MainStay Funds, an investor in the Fund should be aware that the Board has adopted and implemented policies and procedures designed to discourage, detect and prevent excessive or short-term purchases and redemptions or exchange of shares of those other MainStay Funds in order to protect long-term Fund shareholders. For more information on the MainStay Funds' procedures with respect to excessive or short-term purchases and redemptions of Fund shares, please refer to each Fund's Prospectus.

Purchases-In-Kind

You may purchase shares of the Fund by transferring securities to the Fund in exchange for Fund shares ("in-kind purchase"). In-kind purchases may be made only upon the Fund's approval and determination that the securities are acceptable investments for the Fund, and are purchased consistent with the Fund's procedures relating to in-kind purchases.

Redemptions-In-Kind

The Fund reserves the right to pay certain redemptions, either totally or partially, by a distribution-in-kind of securities (instead of cash) from the Fund's portfolio. See the SAI for details.

Portfolio Holdings Information

A description of the Fund's policies and procedures with respect to the disclosure of the Fund's portfolio securities holdings is available in the SAI. MainStay Funds will publish quarterly a list of the Fund's ten largest holdings and publish monthly a complete schedule of the Fund's portfolio holdings on the internet at mainstayinvestments.com. You may also obtain this information by calling toll-free 800-MAINSTAY (624-6782) . The Fund will post on the MainStay Funds' website its complete schedule of portfolio holdings as of the last business day of the prior month, no later than the fifth business day following month's end. The Fund's postings will remain accessible on the MainStay Funds' website for a period of at least six months after posting. In addition, disclosure of the Fund's top ten holdings is made quarterly no earlier than 15 days after the end of each calendar quarter. The Fund's quarterly top ten holdings information is also provided in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report to the SEC on Form N-Q. Certain portfolio information will be provided in monthly holdings reports to the SEC on Form N-MFP. Form N-MFP will be made available to the public by the SEC 60 days after the end of the month to which the information pertains, and a link to each of the most recent 12 months of filings on Form N-MFP will be provided on the internet.

General Policies

Selling shares may result in a gain or loss and therefore may be subject to taxation. Consult your tax adviser on the consequences.

In the interests of all shareholders, the Fund reserves the right to:

  • refuse any purchase request that could adversely affect the Fund or its operations; and

  • change its minimum investment amounts.

Fair Valuation

Determining the Fund's Share Price ("NAV") and Valuation of the Fund's Securities

You buy and sell shares at net asset value. The Fund calculates the value of its investments (also known as its net asset value, or NAV) at the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 pm Eastern time) everyday the Exchange is open. The Fund seeks to maintain a stable NAV of $1.00 per share. The Fund does not calculate its NAV on days on which the Exchange is closed. The NAV per share for a class of shares is determined by dividing the value of the Fund's net assets attributable to that class by the number of shares of that class outstanding on that day. Securities are valued at their amortized cost. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. If current market values are not available or, in the judgment of the Manager, do not accurately reflect the fair value of a security, investments will be valued by another method that the Board believes in good faith accurately reflects fair value. Changes in the value of the Fund's portfolio securities after the close of trading on the principal markets on which the portfolio securities trade will not be reflected in the calculation of NAV unless the Manager deems a particular event would materially affect the NAV. In this case, an adjustment in the valuation of the securities may be made in accordance with procedures adopted by the Board. The Fund may invest in portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. The NAV of the Fund's shares may change on days when shareholders will not be able to purchase or redeem shares.

The Board has adopted valuation procedures for the Fund and has delegated day-to-day responsibility for fair value determinations to the Fund's Valuation Committee. Determinations of the Valuation Committee are subject to review and ratification by the Board at its next scheduled meeting after the fair valuations are determined. Fair value determinations may be based upon developments related to a specific security or events affecting securities markets. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The Fund expects to use fair value pricing for securities actively traded on U.S. exchanges only under very limited circumstances. The Fund may use fair value pricing more frequently for foreign securities. Where foreign securities markets close earlier than U.S. markets, the value of the securities may be affected by significant events or volatility in the U.S. markets occurring after the close of those foreign securities markets. To account for this, the Fund's fair valuation procedures may include a procedure whereby foreign securities may be valued based on third-party vendor modeling tools to the extent available. However, given the Fund's investments will primarily be in U.S. securities, the Fund's use of fair valuation in these circumstances should be limited.

Fund Earnings

Most funds earn either dividends from stocks, interest from bonds and other securities, or both. A money market fund generally earns interest from its investments and pays this income to you as dividends. The dividends paid by the Fund will vary based on the income from its investments and the expenses incurred by the Fund.

When the Fund Pays Dividends

The Fund declares dividends from net investment income (if any) daily and pays them monthly. You begin earning dividends the business day ( i.e., a day on which the Exchange is open for trading) that we receive an order by noon and payment through the Federal Funds wire system by 4:00 pm Eastern time.

Capital Gains

The Fund earns capital gains when it sells securities at a profit.

When the Fund Pays Capital Gains

The Fund will normally declare and distribute any capital gains to shareholders annually, typically in December.

At the end of each fiscal year, the Fund matches its gains against its losses. If the balance results in a gain, the Fund will distribute the gain to shareholders.

Reinvestment of Earnings

Your earnings will automatically be reinvested in Sweep Shares unless you elect to receive cash distributions.

Understand the Tax Consequences

Most of Your Dividends Are Taxable

It is expected that all of the dividends paid by the Fund (including dividends paid in cash and also dividends that are reinvested in additional shares) will be taxed at the normal ordinary tax income rates to those shareholders who are subject to tax. Such dividends will not qualify for the lower tax rates that may apply to certain qualified dividends paid by corporations.

Although it is possible that some distributions may be taxed as a return of capital, or possibly as long-term capital gains, as noted above, it is expected that all distributions will be taxed (to those shareholders who are subject to tax) as ordinary income.

Tax Reporting and Withholding

We will mail your tax report each year by January 31. This report will tell you which dividends and redemption proceeds should be treated as taxable ordinary income, which, if any, as tax-exempt income, and which, if any, as long term capital gains.

The MainStay Funds may be required to withhold U.S. Federal income tax, currently at the rate of 28% (scheduled to increase to 31% after 2012), of all taxable distributions payable to you if you fail to provide the MainStay Funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Such withholding is not an additional tax and any amounts withheld may be credited against your U.S. Federal income tax liability.

Seek professional assistance. Your financial adviser can help you keep your investment goals coordinated with your tax considerations. However, regarding tax advice, always rely on your tax adviser. For additional information on federal, state and local taxation, see the SAI.

Know With Whom You're Investing

Who Manages Your Money and Runs the Fund's Day-to-Day Business?

The Board of Trustees of MainStay Funds Trust, (the "Board") of the Fund, oversees the actions of the Manager and the Distributor and decides on general policies governing the operations of the Fund. The Board also oversees the Fund's officers, who conduct and supervise the daily business of the Fund.

New York Life Investment Management LLC ("New York Life Investments" or "Manager"), 51 Madison Avenue, New York, New York 10010, serves as the Fund's Manager. In conformity with the stated policies of the Fund, New York Life Investments administers the business affairs for the Fund, subject to the supervision of the Board. New York Life Investments, a Delaware limited liability company, was formed as an indirect, wholly-owned subsidiary of New York Life Insurance Company in April 2000. As of December 31, 2010, New York Life Investments managed over $282.9 billion in assets.

The Manager provides offices and conducts clerical, recordkeeping and bookkeeping services, and keeps most of the financial and accounting records required for the Fund. The Manager also pays the salaries and expenses of all personnel affiliated with the Fund, except for the independent members of the Board and all the operational expenses that are not the responsibility of the Fund. Pursuant to a management agreement with the Fund, the Manager is entitled receive fees from the Fund, accrued daily and payable monthly.

For the fiscal year ended October 31, 2010, the Fund paid the Manager an effective management fee for services performed of 0.43% as a percentage of the average daily net assets of the Fund.

For information regarding the basis of the Board's approval of the management agreement, please refer to the Fund's Annual Report for the fiscal year ended October 31, 2010.

The Manager is not responsible for records maintained by the Fund's custodian, transfer agent or dividend disbursing agent, except to the extent expressly provided in the management agreement between the Manager and the Fund.

Pursuant to an agreement with New York Life Investments, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111-2900 ("State Street") provides sub-administration and sub-accounting services for the Fund. These services include calculating the daily NAV of the Fund, maintaining general ledger and sub-ledger accounts for the calculation of the Fund's NAV, and assisting New York Life Investments in conducting various aspects of the Fund's administrative operations. For providing these services to the Fund, State Street is compensated by New York Life Investments.

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisers to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of a subadvisor to the Fund. The Manager and the Fund have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of the Fund and subject to the approval of the Board, including a majority of the Independent Trustees, to hire or terminate an unaffiliated subadvisor and to modify any existing or future subadvisory agreement with an unaffiliated subadvisor without shareholder approval. This authority is subject to certain conditions. The Fund would notify shareholders and provide them with certain information required by the Order within 90 days of hiring a new subadvisor. The fees paid to a subadvisor are paid out of the management fee paid to the Manager and are not additional expenses of the Fund. However, the Fund's shareholders must initially approve this manager-of-managers arrangement before it goes into effect.

Portfolio Managers

New York Life Investments uses a team of portfolio managers and analysts acting together to manage the Fund's investments. The members of the Fund's portfolio management team who are primarily responsible for the Fund's day-to-day management are David E. Clement and Thomas J. Girard.

Portfolio Manager Biographies:

The following section provides biographical information about each of the Fund's portfolio managers and certain other investment personnel. Additional information regarding the portfolio managers' compensation, other accounts managed by these portfolio managers and their ownership of shares of the Funds each manages is available in the SAI.

David E. Clement, CFA Mr. Clement has managed the MainStay Cash Reserves Fund since its inception in 1991. Mr. Clement is a Director and a member of the fixed income portfolio management team at New York Life Investments. Mr. Clement joined the Asset Management Group of New York Life in 1990. Mr. Clement has been a CFA charterholder since 1993. Mr. Clement received a BA from Brooklyn College and an MBA from Baruch College.

Thomas J. Girard Mr. Girard became a portfolio manager of the MainStay Cash Reserves Fund in 2009. Mr. Girard is a Managing Director, the Head of the Core Fixed Income Investors Group, and chairs the Portfolio Strategy and Asset Allocation Committee. He joined New York Life Investments in 2007 and is responsible for managing all multi-sector third-party fixed income mandates. Prior to joining New York Life Investments, Mr. Girard was a portfolio manager and co-head of fixed income at Robeco Investment Management/Weiss Peck Greer. He received a BS from St. John Fisher College and an MBA from Fordham University. Mr. Girard is a Certified Public Accountant.

Financial Highlights

The financial highlights tables are intended to help you understand the Fund's financial performance for the past five fiscal years. Certain information reflects financial results for a single Sweep Share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Sweep Shares (assuming reinvestment of all dividends and capital gain distributions and excluding all sales charges). This information has been audited by KPMG LLP, whose report, along with the Fund's financial statements, is included in the Annual Report, which is available upon request.

Prior to February 26, 2010, the Fund was a series of Eclipse Funds Inc. Effective February 26, 2010, the Fund merged into a corresponding "shell" series of MainStay Funds Trust, a Delaware statutory trust (the "Reorganization"). Upon completion of the Reorganization, the Sweep Shares of the Fund assumed the performance, financial and other historical information of the predecessor fund.

MainStay Cash Reserves Fund - Sweep Shares
(a series of MainStay Funds Trust)
(Selected per share data and ratios)

Year ended October 31,
Sweep Shares Class 2010 2009 2008 2007 2006
Net asset value at beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.00 (a) 0.00 (a) 0.02 0.04 0.04
Net realized and unrealized gain (loss) on investments 0.00 (a) 0.00 (a) 0.00 (a) (0.00 )(a)
Total from investment operations 0.00 (a) 0.00 (a) 0.02 0.04 0.04
Less dividends:
From net investment income (0.00 )(a) (0.00 )(a) (0.02 ) (0.04 ) (0.04 )
Net asset value at end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total investment return 0.01 % 0.15 % 2.15 % 4.41 % 3.88 %
Ratios (to average net assets)/Supplemental Data:
Net investment income 0.01 % 0.16 % 2.10 % 4.32 % 3.82 %
Net expenses 0.24 % 0.71 % 1.00 % 1.00 % 1.00 %
Expenses (before waiver/reimbursement) 1.09 % 1.15 % 1.07 % 1.07 % 1.04 %
Net assets at end of year (in 000's) $ 377,717 $ 404,528 $ 436,211 $ 373,383 $ 311,020

(a)

Less than one cent per share.

No dealer, sales representative or any other person is authorized to give any information or to make any representations other than those contained in this Prospectus and in the Statement of Additional Information ("SAI"), in connection with the offer contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Fund or the Distributor. This Prospectus and the SAI do not constitute an offer by the Fund or by the Distributor to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer in such jurisdiction.

More information about the Fund is available, without charge, upon request:

Statement of Additional Information

Provides more details about the Fund. The current SAI is incorporated by reference into this Prospectus and has been filed with the SEC.

Annual/Semi-Annual Reports

Provide additional information about the Fund's investments and include discussions of market conditions and investment strategies that significantly affected the Fund's performance during the last reporting period.

To obtain information:

More information about the Fund, including the SAI and the Annual/Semi-Annual Reports, is available, without charge, upon request. To obtain information, or for shareholder inquiries, call toll-free 800-MAINSTAY (624-6782) , visit our website at mainstayinvestments.com , or write to NYLIFE Distributors LLC, attn: MainStay Marketing Dept., 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

You can also review and copy information about the Fund (including the SAI) by visiting the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090). This information is also available on the EDGAR database on the SEC's Internet site at http://www.sec.gov . Copies of this information may be obtained by paying a duplicating fee and sending an e-mail to publicinfo@sec.gov or writing the SEC's Public Reference Section, Washington, DC 20549-0102.

NYLIFE Distributors LLC
169 Lackawanna Avenue
Parsippany, New Jersey 07054
NYLIFE Distributors LLC is the Distributor of the MainStay Funds

MainStay Investments is a registered service mark and name under which New York Life Investment Management LLC does business. MainStay Investments, an indirect subsidiary of New York Life Insurance Company, New York, New York 10010, provides investment advisory products and services.

SEC File Number: 811-22321 (MainStay Funds Trust)

For more information call 800-MAINSTAY (624-6782) or visit our website at mainstayinvestments.com .

MSCR01-02/11
CR

 
 
<R>

ECLIPSE FUNDS, ECLIPSE FUNDS INC., MAINSTAY FUNDS TRUST AND THE MAINSTAY FUNDS

February 28, 2011

</R>

STATEMENT OF ADDITIONAL INFORMATION

 
<R>

Investor
Class

Class A

Class B

Class C

Class I

Class R1

Class R2

Class R3

Sweep

MAINSTAY FUNDS

MainStay Common Stock Fund

MCSSX

MSOAX

MOPBX

MGOCX

MSOIX

--

MSORX

--

--

MainStay Convertible Fund

MCINX

MCOAX

MCSVX

MCCVX

MCNVX

--

--

--

--

MainStay Flexible Bond Opportunities Fund *

MSYDX

MASAX

MASBX

MSICX

MSDIX

--

--

--

--

MainStay Global HIgh Income Fund

MGHHX

MGHAX

MGHBX

MHYCX

MGHIX

--

--

--

--

MainStay Government Fund

MGVNX

MGVAX

MCSGX

MGVCX

MGOIX

--

--

--

--

MainStay High Yield Corporate Bond Fund

MHHIX

MHCAX

MKHCX

MYHCX

MHYIX

--

MHYRX

--

--

MainStay Income Builder Fund

MTINX

MTRAX

MKTRX

MCTRX

MTOIX

--

--

--

--

MainStay International Equity Fund

MINNX

MSEAX

MINEX

MIECX

MSIIX

MIERX

MIRRX

MIFRX

--

MainStay Large Cap Growth Fund

MLINX

MLAAX

MLABX

MLACX

MLAIX

MLRRX

MLRTX

MLGRX

--

MainStay MAP Fund

MSMIX

MAPAX

MAPBX

MMPCX

MUBFX

MAPRX

MPRRX

MMAPX

--

MainStay Money Market Fund

MKTXX

MMAXX

MKMXX

MSCXX

--

--

--

--

--

MainStay Principal Preservation Fund

--

--

--

--

MCPXX

--

--

--

--

MainStay Tax Free Bond Fund

MKINX

MTBAX

MKTBX

MTFCX

MTBIX

--

--

--

--

ECLIPSE FUNDS

--

MainStay Balanced Fund

MBINX

MBNAX

MBNBX

MBACX

MBAIX

MBNRX

MBCRX

MBDRX

--

MainStay U.S. Small Cap Fund

MOINX

MOPAX

MOTBX

MOPCX

MOPIX

--

--

--

--

ECLIPSE FUNDS INC.

MainStay High Yield Opportunities Fund

MYHNX

MYHAX

--

MYHYX

MYHIX

--

--

--

--

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

MYCNX

MYCTX

--

MYCCX

MYCIX

--

--

--

--

MainStay 130/30 Growth Fund

MYGNX

MYGAX

--

MYGCX

MYGIX

--

--

--

--

MainStay 130/30 International Fund

MYINX

MYITX

--

MYICX

MYIIX

--

--

--

--

MainStay Cash Reserves Fund

--

--

--

--

MRSXX

--

--

--

MSIXX

MainStay Conservative Allocation Fund

MCKNX

MCKAX

MCKBX

MCKCX

MCKIX

--

--

--

--

MainStay Epoch Global Choice Fund

EPAIX

EPAPX

--

EPAKX

EPACX

--

--

--

--

MainStay Epoch Global Equity Yield Fund

EPSIX

EPSPX

--

EPSKX

EPSYX

--

--

--

--

MainStay Epoch International Small Cap Fund

EPIIX

EPIPX

--

EPIKX

EPIEX

--

--

--

--

MainStay Epoch U.S. All Cap Fund

MAWNX

MAAAX

MAWBX

MAWCX

MATIX

--

--

--

--

MainStay Epoch U.S. Equity Fund

EPLIX

EPLPX

--

EPLKX

EPLCX

--

--

--

--

MainStay Floating Rate Fund

MXFNX

MXFAX

MXFBX

MXFCX

MXFIX

--

--

--

--

MainStay Growth Allocation Fund

MGXNX

MGXAX

MGXBX

MGXCX

MGXIX

--

--

--

--

MainStay Growth Equity Fund

MRINX

MREAX

MREBX

MRECX

MRIEX

--

--

--

--

MainStay High Yield Municipal Bond Fund

MMHVX

MMHAX

--

MMHDX

MMHIX

--

--

--

--

MainStay High Yield Opportunities Fund **

--

--

--

--

--

--

--

--

--

MainStay ICAP Equity Fund

ICANX

ICAUX

--

ICAVX

ICAEX

ICAWX

ICAYX

ICAZX

--

MainStay ICAP Global Fund

ICGNX

ICGLX

--

ICGCX

ICGRX

--

--

--

--

MainStay ICAP International Fund

ICELX

ICEVX

--

ICEWX

ICEUX

ICETX

ICEYX

ICEZX

--

MainStay ICAP Select Equity Fund

ICSOX

ICSRX

ICSQX

ICSVX

ICSLX

ICSWX

ICSYX

ICSZX

--

MainStay Indexed Bond

MIXNX

MIXAX

--

--

MIXIX

--

--

--

--

MainStay Intermediate Term Bond Fund

MTMNX

MTMAX

MTMBX

MTMCX

MTMIX

--

--

--

--

MainStay Moderate Allocation Fund

MMRDX

MMRAX

MMRBX

MMRCX

MMRIX

--

--

--

--

MainStay Moderate Growth Allocation Fund

MGDNX

MGDAX

MGDBX

MGDCX

MGDIX

--

--

--

--

MainStay Retirement 2010 Fund

MYRDX

MYRAX

--

--

MYRIX

MYRRX

MYRWX

MYREX

--

MainStay Retirement 2020 Fund

MYRYX

MYROX

--

--

MYRTX

MYRUX

MYRVX

MYRZX

--

MainStay Retirement 2030 Fund

MRTFX

MRTTX

--

--

MRTIX

MRTOX

MRTUX

MRTVX

--

MainStay Retirement 2040 Fund

MSRUX

MSRTX

--

--

MSRYX

MSREX

MSRQX

MSRZX

--

MainStay Retirement 2050 Fund

MSRVX

MSRLX

--

--

MSRMX

MSROX

MSRPX

MSRWX

--

MainStay S&P 500 Index Fund

MYSPX

MSXAX

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MainStay Short Term Bond Fund

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MSTIX

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*Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

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**The MainStay High Yield Opportunities Fund was created as a "shell" series of MainStay Funds Trust (the "High Yield Opportunities Shell Series"), into which the MainStay High Yield Opportunities Fund, a series of Eclipse Funds Inc. with the same name, is expected to reorganize at a later date (the "Reorganization"). It is expected that upon the Reorganization, the High Yield Opportunities Shell Series will succeed to the performance and accounting histories of the MainStay High Yield Opportunities Fund. Until further notice, the High Yield Opportunities Shell Series is not offered for sale.

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Although not a prospectus, this Statement of Additional Information (the "SAI") supplements the information contained in the Prospectuses dated February 28, 2011 (the "Prospectuses") for the Investor Class, Class A, Class B, Class C, Class I, Class R1, Class R2, Class R3 and Sweep Shares of certain separate investment series of The MainStay Funds, a Massachusetts business trust (the "MainStay Funds"), Eclipse Funds, a Massachusetts business trust (the "Eclipse Trust"), Eclipse Funds Inc. a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust, as amended or supplemented from time to time. The MainStay Funds, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds Trust may be collectively referred to as "MainStay Funds" or the "MainStay Group of Funds." Each series of the MainStay Group of Funds may be referred to individually as a "Fund" and collectively as the "Funds." This SAI is incorporated by reference in, is made a part of, and should be read in conjunction with, the Prospectuses. The Prospectuses are available without charge by writing to NYLIFE Distributors LLC, Attn: MainStay Marketing Department, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, or by calling toll free 800-MAINSTAY (624-6782).

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No dealer, sales representative or any other person has been authorized to give any information or to make any representations, other than those contained in this SAI or in the related Prospectuses, in connection with the offer contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by the MainStay Funds or NYLIFE Distributors LLC (the "Distributor"). This SAI and the Prospectuses do not constitute an offer by the MainStay Funds or the Distributor to sell, or a solicitation of an offer to buy, any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction.

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Shareholder inquiries should be made by writing directly to NYLIM Service Company LLC ("Transfer Agent" or "NYLIM Service Company"), the Funds' transfer agent and an affiliate of New York Life Investment Management LLC, P.O. Box 8401, Boston, Massachusetts 02266-8401, or by calling toll free 800-MAINSTAY (624-6782). In addition, you can make inquiries through your registered representative.

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The financial highlights contained in the MainStay Equity Funds Prospectus for MainStay Epoch U.S. Equity Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund and MainStay Epoch International Small Cap Fund (the "MainStay Epoch Funds") reflect the historical financial highlights of the Epoch U.S. Large Cap Equity Fund, Epoch U.S. All Cap Equity Fund, Epoch Global Equity Shareholder Yield Fund and Epoch International Small Cap Fund, series of The World Funds, Inc. (the "Epoch Funds"), respectively. Upon completion of the reorganizations of the Epoch Funds with and into the MainStay Epoch Funds, which took place on November 13, 2009 (the "Epoch Fund Reorganizations"), the Class A and Class I shares of the MainStay Epoch Funds assumed the performance, financial and other historical information of Class P shares and Institutional shares of the Epoch Funds, respectively. Any such historical information provided for a MainStay Epoch Fund in this SAI that relates to periods prior to November 13, 2009, therefore, is that of the corresponding Epoch Fund.

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Effective February 26, 2010, each Fund that was a series of ICAP Funds, Inc. and Eclipse Funds Inc. (with the exception of MainStay High Yield Opportunities Fund) merged into a corresponding "shell" series of MainStay Funds Trust. These reorganizations were not subject to shareholder approval under applicable law. Each shell series succeeded to the accounting and performance histories of its corresponding predecessor fund. Any such historical information provided for a Fund that was a series of ICAP Funds, Inc. or Eclipse Funds Inc. (with the exception of MainStay High Yield Opportunities Fund) that relates to periods prior to February 26, 2010, therefore, is that of the corresponding predecessor fund.

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The financial statements of each of the Funds, including the Financial Highlights for the fiscal year ended October 31, 2010, as presented in the 2010 Annual Reports to Shareholders and the reports of KPMG LLP, the Funds' independent registered public accounting firm, appearing therein are incorporated by reference into this SAI. These documents are available, without charge, by calling toll-free 800-MAINSTAY (624-6782).

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Table of Contents

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MAINSTAY GROUP OF FUNDS

1

MAINSTAY FUNDS

1

ECLIPSE TRUST

1

ECLIPSE FUNDS INC.

1

MAINSTAY FUNDS TRUST

1

THE MANAGER AND THE SUBADVISORS

2

ADDITIONAL INFORMATION ABOUT CERTAIN FUNDS

3

SPECIAL DISCUSSION REGARDING MONEY MARKET FUNDS

10

FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

11

NON-FUNDAMENTAL POLICIES RELATED TO FUND NAMES

19

INVESTMENT PRACTICES, INSTRUMENTS AND RISKS COMMON TO MULTIPLE FUNDS

20

BOARD MEMBERS AND OFFICERS

72

THE MANAGER, THE SUBADVISORS, AND THE DISTRIBUTOR

81

MANAGEMENT AGREEMENTS

81

SUBADVISORY AGREEMENTS

83

MANAGEMENT AND SUBADVISORY FEES

85

DISTRIBUTION AGREEMENTS AND DISTRIBUTION PLANS

89

SHAREHOLDER SERVICES PLANS; SERVICE FEES

102

PROXY VOTING POLICIES AND PROCEDURES

103

DISCLOSURE OF PORTFOLIO HOLDINGS

107

PORTFOLIO MANAGERS

108

PORTFOLIO TRANSACTIONS AND BROKERAGE

115

HOW PORTFOLIO SECURITIES ARE VALUED

121

SHAREHOLDER INVESTMENT ACCOUNT AND SHAREHOLDER TRANSACTIONS

123

HOW TO PURCHASE SHARES OF THE FUNDS FROM MAINSTAY INVESTMENTS

124

TAX-DEFERRED RETIREMENT PLANS

137

TAX INFORMATION

139

OTHER INFORMATION

149

CONTROL PERSONS AND BENEFICIAL SHARE OWNERSHIP OF THE FUNDS

153

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THE MAINSTAY FUNDS

The MainStay Funds is an open-end management investment company (or mutual fund), organized as a Massachusetts business trust by an Agreement and Declaration of Trust dated January 9, 1986, as amended.

Shares of MainStay Funds are currently offered in 14 separate portfolios. Each Fund, other than Mainstay Global High Income Fund, is a diversified fund, as defined by the Investment Company Act of 1940, as amended ("1940 Act"). The MainStay Equity Index Fund has been closed to new investors and new share purchases since January 1, 2002 and is not covered by this SAI.

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MainStay Common Stock Fund
MainStay Convertible Fund
MainStay Flexible Bond Opportunities Fund 1
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

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1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

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ECLIPSE TRUST

The Eclipse Trust is an open-end management investment company (or mutual fund), organized as a Massachusetts business trust by an Agreement and Declaration of Trust dated July 30, 1986, as amended. Shares of Eclipse Trust are currently offered in 2 separate portfolios:

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MainStay Balanced Fund

MainStay U.S. Small Cap Fund

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ECLIPSE FUNDS INC.

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Eclipse Funds Inc. is an open-end management investment company (or mutual fund), organized as a Maryland corporation by Articles of Incorporation dated September 21, 1990, as amended. Shares of Eclipse Funds Inc. are currently offered in 1 portfolio, MainStay High Yield Opportunities Fund.

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MAINSTAY FUNDS TRUST

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MainStay Funds Trust is an open-end management investment company (or mutual fund), organized as a Delaware statutory trust by an Agreement and Declaration of Trust dated April 8, 2009. Shares of MainStay Funds Trust are currently offered in 29 separate portfolios. Effective February 26, 2010, each Fund that was a series of ICAP Funds, Inc. and Eclipse Funds Inc. (with the exception of MainStay High Yield Opportunities Fund) merged into a corresponding "shell" series of MainStay Funds Trust. These Reorganizations were not subject to shareholder approval under applicable law. Each shell series succeeded to the accounting and performance histories of its corresponding predecessor fund. Any such historical information provided for a Fund that was a series of Eclipse Funds Inc. (with the exception of MainStay High Yield Opportunities Fund) or ICAP Funds, Inc. that relates to periods prior to February 26, 2010, therefore, is that of the corresponding predecessor fund.

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The Epoch Funds were series of a different registered investment company for which Epoch served as investment adviser. On October 30, 2009, the shareholders of the Epoch Funds at a special meeting approved the following:

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  • Epoch U.S. Large Cap Equity Fund merging into MainStay Epoch U.S. Equity Fund;

  • Epoch U.S. All Cap Equity Fund merging into MainStay Epoch Global Choice Fund;

  • Epoch Global Equity Shareholder Yield Fund merging into MainStay Epoch Global Equity Yield Fund; and

  • Epoch International Small Cap Fund merging into MainStay Epoch International Small Cap Fund.

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MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Floating Rate Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay High Yield Municipal Bond Fund
MainStay High Yield Opportunities 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

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When formed, the MainStay ICAP Select Equity Fund and MainStay Floating Rate Fund were respectively classified as "non-diversified" funds as defined in the 1940 Act. However, due to each Fund's principal investment strategy and investment process, each has historically operated as a "diversified" fund. Therefore, these Funds will not operate as "non-diversified" funds without first obtaining shareholder approval.

GENERAL

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The Boards of Directors/Trustees of the MainStay Funds, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds Trust may be referred to as the "Trustees," and collectively referred to as the "Board" or the "Board Members." The Funds are authorized to offer shares in one or more of the following classes: Investor Class, Class A, Class B, Class C, Class I, Class R1, Class R2 and Class R3 shares. The MainStay Cash Reserves Fund is also authorized to offer the Sweep Class of shares. Each Fund may offer one or more of these share classes.

THE MANAGER AND SUBADVISORS

New York Life Investment Management LLC ("New York Life Investments" or the "Manager") serves as the investment adviser for the Funds and has entered into subadvisory agreements with the following subadvisors to manage the day-to-day operations of certain Funds:

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Subadvisor

Fund Name

Epoch Investment Partners, Inc. ("Epoch")

MainStay Funds
MainStay Income Builder Fund (equity portion)

Eclipse Trust
MainStay U.S. Small Cap Fund

MainStay Funds Trust

MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch U.S. Equity Fund


Institutional Capital LLC ("ICAP")

MainStay Funds
MainStay MAP Fund (equity portion)

MainStay Funds Trust
MainStay ICAP Equity Fund
MainStay ICAP Global Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund

MacKay Shields LLC ("MacKay Shields")

MainStay Funds
MainStay Convertible Fund
MainStay Flexible Bond Opportunities Fund *
MainStay Global High Income Fund
MainStay Government Fund
MainStay High Yield Corporate Bond Fund


MainStay Income Builder Fund (fixed-income portion)
MainStay International Equity Fund
MainStay Tax Free Bond Fund

Eclipse Funds Inc.
MainStay High Yield Opportunities Fund

MainStay Funds Trust

MainStay High Yield Municipal Bond Fund
MainStay Intermediate Term Bond Fund
MainStay Short Term Bond Fund

Madison Square Investors LLC ("Madison Square Investors")

MainStay Funds
MainStay Common Stock Fund

Eclipse Trust
MainStay Balanced Fund (equity portion)

MainStay Funds Trust
MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Growth Equity Fund
MainStay S&P 500 Index Fund

Markston International LLC ("Markston")

MainStay Funds
MainStay MAP Fund (portion)

Winslow Capital Management Inc. ("Winslow Capital")

MainStay Funds
MainStay Large Cap Growth Fund

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Collectively, these agreements are referred to as the "Subadvisory Agreements." Epoch, ICAP, MacKay Shields, Madison Square Investors, Markston, and Winslow Capital are sometimes collectively referred to herein as the "Subadvisors" and each individually as a "Subadvisor." ICAP, MacKay Shields and Madison Square Investors are affiliates of New York Life Investments.

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On May 27, 2009, New York Life Investments settled charges by the Securities and Exchange Commission ("SEC") relating to the MainStay Equity Index Fund (the "Equity Index Fund"), an S&P 500 index fund created in 1990 and sold through 2002, at which time it was closed to new investors and new investments. The Equity Index Fund is a series of MainStay Funds and is managed by New York Life Investments. The settlement relates to the period from March 12, 2002 through June 30, 2004, during which time the SEC alleged that New York Life Investments failed to provide the Equity Index Fund's Board with information necessary to evaluate the cost of a guarantee provided to shareholders of the Equity Index Fund, and that prospectus and other disclosures misrepresented that there was no charge to the Equity Index Fund or its shareholders for the guarantee. New York Life Investments, without admitting or denying the allegations, consented to the entry of an administrative cease and desist order finding violations of Sections 15(c) and 34(b) of the 1940 Act, Section 206(2) of the Investment Advisers Act of 1940, as amended, and requiring a civil penalty of $800,000, disgorgement of $3,950,075 (which represents a portion of its management fees relating to the Equity Index Fund for the relevant period) as well as interest of $1,350,709. Pursuant to the SEC order, approximately $3.5 million has been distributed to shareholders who held shares of the Equity Index Fund between March 2002 and June 2004, and the remainder has been paid to the SEC, for deposit in the U.S. Treasury. These amounts, totaling approximately $6.101 million, did not have any material financial impact to New York Life Investments.

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ADDITIONAL INFORMATION ABOUT CERTAIN FUNDS

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The Prospectuses discuss the principal investment objectives, strategies, risks and expenses of the Funds. This section contains supplemental information concerning certain securities and other instruments in which certain Funds may invest, the investment policies and portfolio strategies that certain Funds may utilize, and certain risks involved with those investment policies and strategies. For more information regarding the usage of certain securities and other instruments, see "Investment Practices, Instruments and Risks Common to Multiple Funds."

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THE MAINSTAY FUNDS

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MAINSTAY FLEXIBLE BOND OPPORTUNITIES FUND

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In managing the Fund, the Subadvisor, conducts a continuing review of yields and other information derived from a database which it maintains in managing fixed-income portfolios. Fundamental economic cycle analysis, credit quality and interest rate trends are among the principal factors considered by the Subadvisor in determining whether to increase or decrease the emphasis placed upon a particular type of security or bond market sector within the Fund's investment portfolio.

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In making investment decisions with respect to duration and/or maturity shifts, the Subadvisor takes into account a broad range of fundamental and technical indicators. The Subadvisor will alter the average maturity of the portfolio in accordance with its judgment based on the research and other methods described above.

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In seeking a competitive overall return, capital appreciation may be sought by lengthening the maturities of high yield debt securities held in the Fund's portfolio during periods when the Subadvisor expects interest rates to decline. If the Subadvisor is incorrect in its expectations of changes in interest rates, or in its evaluation of the normal yield relationship between two securities, the Fund's income, net asset value ("NAV") and potential capital gains could decrease, or the potential loss could increase. This and other factors may affect the income available for distribution to shareholders. Since available yields and yield differentials vary over time, no specific level of income or yield differential can ever be ensured.

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The Fund's investment in equity securities may include capital notes, which are securities representing beneficial interests in a trust for which the controlling common stock is owned by a bank holding company. Beneficial interests in a trust are commonly issued as preferred stock but may also be issued as other types of instruments.

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In making investments in foreign securities the Subadvisor will determine, using good faith judgment: (1) country allocation; (2) currency exposure (asset allocation across currencies); and (3) diversified security holdings within each market. The Subadvisor may consider factors such as prospects for currency exchange and interest rates and inflation in each country, relative economic growth, and government policies influencing exchange rates and business conditions, and quality of individual issuers.

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To hedge the market value of securities held, proposed to be held or sold or relating to foreign currency exchange rates, the Fund may enter into or purchase securities or securities index options, foreign currency options, and futures contracts and related options with respect to securities, indices of securities, or currencies. The Fund also may buy and sell currencies on a spot or forward basis. Subject to compliance with applicable rules, futures contracts and related options may be used, including as a substitute for acquiring a basket of securities and to reduce transaction costs. The Fund may also purchase and sell foreign currency exchange contracts for purposes of seeking to enhance portfolio returns and manage portfolio risk more efficiently and may enter into various types of swaps, including credit default swaps.

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Generally, the average maturity of the foreign securities held by the Fund will be shorter when interest rates worldwide or in a particular country are expected to rise, and longer when interest rates are expected to fall. The Fund may use various techniques to shorten or lengthen the dollar-weighted average maturity of its portfolio, including transactions in futures and options on futures, interest rate swaps, caps, floors and short sales against the box.

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The duration of the Fund's holdings will be managed in light of current and projected economic and market conditions and other factors considered relevant by the Subadvisor.

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The Subadvisor seeks to reduce risk through diversification, credit analysis and attention to current developments and trends in both the economy and financial markets.

MAINSTAY GLOBAL HIGH INCOME FUND

The Fund may invest in participation interests in loans. Such participation interests, which may take the form of interests in, or assignments of, loans, are acquired from banks which have made loans or are members of lending syndicates. The Fund's investments in loan participation interests will be subject to its limitation on investments in securities rated below investment grade.

MAINSTAY GOVERNMENT FUND

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The Fund's principal investments are debt securities issued or guaranteed by the U.S. government and its agencies which include obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities which are supported by: (1) the full faith and credit of the U.S. government (e.g., Government National Mortgage Association ("GNMA") certificates); (2) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. government; (3) the credit of the instrumentality ( e.g. , bonds issued by the Federal National Mortgage Association ("FNMA")); or (4) the discretionary authority of the U.S. government to purchase certain obligations of U.S. government agencies or instrumentalities.

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The agencies and instrumentalities that issue U.S. government securities include, among others: Federal Land Banks, Farmers Home Administration, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Farm Credit Bank, Student Loan Marketing Association and U.S. Maritime Administration. U.S. government securities also include corporate debt guaranteed by the U.S. Government in accordance with the Temporary Liquidity Guarantee Program ("TLGP").

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The duration of the Fund's portfolio will be managed in light of current and projected economic and market conditions and other factors considered relevant by the Subadvisor.

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MAINSTAY HIGH YIELD CORPORATE BOND FUND

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Debt securities in which the Fund may invest include all types of debt obligations of both domestic and foreign issuers, such as bonds, debentures, notes, equipment lease certificates, equipment trust certificates, conditional sales contracts, commercial paper and U.S. government securities (including obligations, such as repurchase agreements, secured by such instruments).

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The Fund may invest in participation interests in loans. Such participation interests, which may take the form of interests in, or assignments of, loans, are acquired from banks which have made loans or are members of lending syndicates. The Fund's investments in loan participation interests will be subject to its limitation on investments in securities rated below investment grade.

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The Subadvisor seeks to reduce risk through diversification, credit analysis and attention to current developments and trends in both the economy and financial markets. In addition, investments in foreign securities may serve to provide further diversification. The Subadvisor analyzes potential high yield debt investments like stocks, applying a bottom-up process using a quantitative approach that focuses on the fundamentals of the companies' earnings and operating momentum, combined with qualitative research.

MAINSTAY INCOME BUILDER FUND

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The Fund may invest in common stocks, preferred stocks, convertible securities, warrants and fixed-income securities, such as bonds, preferred stocks and other debt obligations, including money market instruments. The Fund will also invest in stocks and other equity securities that it believes to be undervalued based upon factors such as ratios of market price to book value, estimated liquidating value and projected cash flow.

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The duration of the Fund's portfolio will be managed in light of current and projected economic and market conditions and other factors considered relevant by the Subadvisors.

Although the Fund does not intend to seek short-term profits, securities in its portfolio will be sold whenever a Subadvisor believes it is appropriate to do so without regard to the length of time the particular security may have been held, subject to certain tax requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). A high turnover rate involves greater expenses to the Fund and may increase the possibility of shareholders realizing taxable capital gains. The Fund engages in portfolio trading if it believes a transaction, net of costs (including custodian charges), will help in achieving its investment objective. The Fund may also purchase and sell foreign currency exchange contracts for purposes of seeking to enhance portfolio returns and manage portfolio risk more efficiently and may enter into various types of swaps, including credit default swaps.

MAINSTAY INTERNATIONAL EQUITY FUND

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In making investments for the Fund, the Subadvisor believes that long-term share performance reflects "value creation" in the underlying business. Value-creating businesses are defined as those companies that are able to generate sustainable returns on capital above their cost of capital. The investment discipline is biased towards owning quality companies with what the Subadvisor considers a strong potential for creating shareholder value over the long run. The portfolio management team performs fundamental analysis on individual businesses, identifies stocks offering superior risk-adjusted returns and makes investments based on stock selection as opposed to regional allocation. The Fund also may purchase securities on a when-issued or forward commitment basis and engage in portfolio securities lending. The Fund may use all of these techniques (1) in an effort to manage cash flow and remain fully invested in the stock and currency markets, instead of or in addition to buying and selling stocks and currencies, or (2) in an effort to hedge against a decline in the value of securities or currencies owned by it or an increase in the price of securities which it plans to purchase. The Fund may also purchase and sell foreign currency exchange contracts and foreign currency options for purposes of seeking to enhance portfolio returns or to manage portfolio risk more efficiently. The Fund is not obligated to use any of these instruments, but may do so when the Subadvisor, in its discretion, believes it advisable.

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The Fund may invest in depositary receipts.

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MAINSTAY MAP FUND

The Fund may invest to seek to influence or control management and otherwise be an activist shareholder so long as the Board is consulted prior to any investments made for control purposes in order that the Board may consider whether it is appropriate to adopt special procedures.

MAINSTAY TAX FREE BOND FUND

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The Fund invests in obligations of states and their political subdivisions and agencies, the interest from which is, in the opinion of the issuer's bond counsel, exempt from regular federal income tax ("Municipal Bonds" or "tax-exempt securities"). Neither the Fund, the Subadvisor nor counsel to the Fund reviews such opinions or otherwise determines independently that the interest on a security will be classified as tax-exempt interest.

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Municipal Bonds are issued to obtain funds for various public purposes. The interest on these obligations is generally exempt from regular federal income tax in the hands of most investors. Because the Fund may hold high-grade Municipal Bonds, the income earned on shares of the Fund may tend to be less than it might be on a portfolio emphasizing lower quality securities. Conversely, to the extent that the Fund holds lower quality securities, the risk of default in the payment of principal or interest by the issuer of a portfolio security is greater than if the Fund held only higher quality securities. Although higher quality tax-exempt securities may produce lower yields, they are generally more marketable. To protect the Fund's capital under adverse market conditions, the Fund may from time to time purchase higher quality securities or taxable short-term investments with a resultant decrease in yield or increase in the proportion of taxable income.

The Fund will not engage in arbitrage transactions.

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The Fund may acquire all or part of privately negotiated loans made to tax-exempt borrowers. To the extent that these private placements are not readily marketable, the Fund will limit its investment in such securities to no more than 10% of the value of its net assets. Because an active trading market may not exist for such securities, the price that the Fund may pay for these securities or receive on their resale may be lower than that for similar securities with a more liquid market.

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The duration of the Fund's portfolio will be managed in light of current and projected economic and market conditions and other factors considered relevant by the Subadvisor.

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The Fund may invest in shares of closed-end investment companies to the extent permitted by the 1940 Act.

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ECLIPSE TRUST

MAINSTAY BALANCED FUND

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The Fund has adopted as a fundamental policy that it will be a "balanced" fund. This fundamental policy cannot be changed without the approval of the Fund's shareholders. As a "balanced" fund, the Fund will invest at least 25% of the value of its net assets plus any borrowings in fixed-income securities. With respect to convertible securities held by the Fund, only that portion of the value attributable to their fixed-income characteristics will be used in calculating the 25% figure. Subject to such restrictions, the percentage of the Fund's assets invested in each type of security at any time shall be in accordance with the judgment of the Manager.

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The equity component of the Fund's investment portfolio will be invested in shares of mid- to large-capitalization companies. The Fund ranks all U.S. publicly traded companies based on market capitalization. The 5% with the highest market capitalization are considered large capitalization companies. The next 15% are considered mid-capitalization companies and the balance of the universe is considered small capitalization companies. As the stock market and the economic environment change, companies once considered to be large-capitalization may become mid- or small-capitalization companies or vice versa. In selecting the equity issues to be purchased by the Fund, approximately equal weight will be given to estimated relative intrinsic value, expected future earnings growth, and current and expected dividend income. Estimated relative intrinsic value is a ranking of the ratio of the market value to economic book value. The economic book value, or intrinsic value, is a valuation concept that attempts to adjust historical financial data to reflect true economic worth.

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MAINSTAY FUNDS TRUST

MAINSTAY ASSET ALLOCATION FUNDS AND MAINSTAY RETIREMENT FUNDS

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The "MainStay Asset Allocation Funds," consisting of the MainStay Conservative Allocation Fund, MainStay Moderate Allocation Fund, MainStay Moderate Growth Allocation Fund, and MainStay Growth Allocation Fund, along with the "Mainstay Retirement Funds," consisting of the MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund, and MainStay Retirement 2050 Fund (collectively referred to as the "MainStay Funds of Funds") are each considered a "fund of funds," meaning that each seeks to achieve its investment objective by investing primarily in certain series of MainStay Funds Trust, Eclipse Trust, Eclipse Funds Inc., The MainStay Funds, and, with respect to the MainStay Retirement Funds, certain unaffiliated investment companies. The series in which the MainStay Funds of Funds invest may be referred to in this SAI as the "Underlying Funds." Most of the Underlying Funds currently are advised by New York Life Investments and considered to be an "affiliate" of and within the same "group of investment companies" as the MainStay Funds of Funds. The MainStay Asset Allocation Funds do not currently invest in Underlying Funds that are not "affiliates" of or within the same "group of investment companies" as the Funds, but reserve the right to do so without prior notice to shareholders. The MainStay Retirement Funds will normally invest in affiliated Underlying Funds, and may also invest in unaffiliated Underlying Funds, including exchange traded funds, in order to gain exposure to asset classes not currently offered by the MainStay Group of Funds.

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By investing in the Underlying Funds, the MainStay Funds of Funds may have an indirect investment interest in some or all of the securities and instruments described in the section below entitled "Investment Practices, Instruments and Risks Common to Multiple Funds," depending upon how their assets are allocated among the Underlying Funds. The MainStay Funds of Funds may also have an indirect investment interest in other securities and instruments utilized by the Underlying Funds. These securities and instruments are described in the Underlying Funds' current Prospectuses and SAI, which for the affiliated Underlying Funds are available upon request, free of charge, by calling us toll-free at 800-MAINSTAY (624-6782) or on the internet at mainstayinvestments.com.

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The MainStay Funds of Funds, in addition to investing primarily in Underlying Funds, may invest directly in certain liquid securities, such as the following: bank obligations, commercial paper, firm or standby commitments, lending of portfolio securities, repurchase agreements, restricted 144A and 4(2) securities, and reverse repurchase agreements. These securities are described later in this section. In general, this SAI addresses many of the investment techniques and instruments used by Underlying Funds, although the MainStay Funds of Funds may also be subject to additional risks associated with other securities, instruments and techniques utilized by the Underlying Funds that are not described below.

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MAINSTAY EPOCH U.S. ALL CAP FUND

The Fund may invest in common stocks, nonconvertible preferred stocks, securities convertible into or exchangeable for common stocks ( e.g ., convertible preferred stocks and convertible debentures) and warrants. Convertible preferred stocks and debentures must be rated when purchased Baa3 or better by Moody's Investors Service Inc. ("Moody's") or BBB- or better by Standard & Poor's ("S&P" or "Standard & Poor's"), or if unrated, considered by the Subadvisor to be of comparable quality.

Although it is not the Fund's policy generally to invest or trade for short term profits, portfolio securities may be disposed of without regard to the length of time held whenever the Subadvisor is of the opinion that a security no longer has an appropriate appreciation potential or has reached its anticipated level of performance, or when another security appears to offer relatively greater appreciation potential or a relatively greater anticipated level of performance.

MAINSTAY FLOATING RATE FUND

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In addition to the investments discussed in the Prospectus, the Fund may invest in common stocks, obligations issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or by any of the states, cash equivalents, or cash.

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MAINSTAY GROWTH EQUITY FUND

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Typically, the Subadvisor intends to invest substantially all of the Fund's investable assets in domestic securities, however, the Fund is permitted to invest up to 20% of its net assets in foreign securities (those issued by companies organized outside the U.S. and traded in markets outside the U.S.).

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MAINSTAY HIGH YIELD MUNICIPAL BOND FUND

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The Fund invests in obligations of states and their political subdivisions and agencies, the interest from which is, in the opinion of the issuer's bond counsel, exempt from regular federal income tax ("Municipal Bonds" or "tax-exempt securities"). Neither the Fund, the Subadvisor nor counsel to the Fund reviews such opinions or otherwise determines independently that the interest on a security will be classified as tax-exempt interest.

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Municipal Bonds are issued to obtain funds for various public purposes. The interest on these obligations is generally exempt from regular federal income tax in the hands of most investors. Because the Fund may hold higher quality Municipal Bonds, the income earned on shares of the Fund may tend to be less than it might be on a portfolio emphasizing lower quality securities. Conversely, to the extent that the Fund holds lower quality securities, the risk of default in the payment of principal or interest by the issuer of a portfolio security is greater than if the Fund held only higher quality securities.

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Although higher quality tax-exempt securities may produce lower yields, they are generally more marketable. To protect the Fund's capital under adverse market conditions, the Fund may from time to time purchase higher quality securities or taxable short-term investments with a resultant decrease in yield or increase in the proportion of taxable income.

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The Fund will not engage in arbitrage transactions.

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The Fund may acquire all or part of privately negotiated loans made to tax-exempt borrowers. To the extent that these private placements are not readily marketable, the Fund will limit its investment in privately negotiated loans to no more than 10% of the value of its net assets. Because an active trading market may not exist for such securities, the price that the Fund may pay for these securities or receive on their resale may be lower than that for similar securities with a more liquid market.

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The duration of the Fund's portfolio will be managed in light of current and projected economic and market conditions and other factors considered relevant by the Subadvisor.

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The Fund may invest in shares of closed-end investment companies to the extent permitted by the 1940 Act.

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The Fund is a new Fund, with limited operating history, which may result in additional risk. There can be no assurance that this Fund will grow to or maintain an economically viable size, in which case the Board may determine to liquidate the Fund. While shareholder interests will be the paramount consideration, the timing of any liquidation may not be favorable to certain individual shareholders.

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MAINSTAY INDEXED BOND FUND

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The Fund invests primarily in a representative sample of securities with characteristics similar to securities in the Fund's primary benchmark index. Bonds are selected for inclusion in the Fund's portfolio based on credit quality, sector, maturity, coupon, current yield, yield to maturity, duration, and convexity. The Manager believes the indexing approach is an effective method of simulating percentage changes in the Fund's benchmark index. It is a reasonable expectation that there will be a close correlation between the Fund's performance and that of the Index in both rising and falling markets.

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The Manager may effect certain portfolio transactions involving when-issued, delayed delivery and other types of securities that may have the effect of increasing nominal portfolio turnover of the Fund.

MAINSTAY INTERMEDIATE TERM BOND FUND

The Fund may enter into foreign currency exchange transactions using currencies, options, futures or options on futures, or forward contracts to protect against foreign exchange risks involving securities the Fund owns or plans to own.

The Fund may also invest in interest rate and bond index futures contracts, options on these contracts, and options on debt securities.

The Subadvisor will alter the average maturity of the portfolio in accordance with its research and other methods.

MAINSTAY S&P 500 INDEX FUND

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The weightings of stocks in the S&P 500 ® Index are based on each stock's relative total market capitalization (the stock's market price per share times the number of shares outstanding). The Subadvisor seeks to provide investment results that mirror the performance of the Index. The Subadvisor attempts to achieve this objective by investing in the stocks in the Index in the same proportion as their representation in the Index.

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In managing the Fund, the Manager seeks to provide investment results which mirror the performance of the S&P 500 ® Index. The Manager attempts to achieve this objective by investing in all stocks in the S&P 500 ® Index in the same proportion as their representation in the Index. It is a reasonable expectation that there will be a close correlation between the Fund's performance and that of the S&P 500 ® Index in both rising and falling markets. The correlation between the performance of the Fund and the Index is expected to be at least 0.95. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the Fund's NAV, including the value of its dividend and capital gains distributions, increases or decreases in exact proportion to changes in the S&P 500 ® Index. The Fund's correlation, however, may be affected by, among other things, transaction costs, changes in either the composition of the Index or number of shares outstanding for the components of the S&P 500 ® Index, and the timing and amount of shareholder redemptions, if any.

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Special Considerations for the S&P 500 Index Fund. "Standard & Poor's," "S&P 500 ® ," "S&P ® ," "Standard & Poor's 500 ® " and "S&P 500 ® Index" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by an affiliate of New York Life Investments, the Fund's Manager. S&P does not sponsor, endorse, sell or promote the Fund or represent the advisability of investing in the Fund.

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The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of the Fund, or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly, or the ability of the S&P 500 ® Index, to track general stock market performance. S&P's only relationship to New York Life Investments is the licensing of certain trademarks and trade names of S&P and of the S&P 500 ® Index which are determined, composed and calculated by S&P without regard to New York Life Investments or the Fund. S&P has no obligation to take the needs of New York Life Investments or the shareholders of the Fund into consideration in determining, composing or calculating the S&P 500 ® Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Fund or the timing of the issuance or sale of the Fund, or in the determination or calculation of the equation by which the Fund are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Fund.

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S&P does not guarantee the accuracy and/or the completeness of the S&P 500 ® Index or any data included therein, and S&P shall have no liability for any errors, omissions, or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by New York Life Investments, the shareholders of the Fund, or any other person or entity from the use of any S&P ® Index or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 ® Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.

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The inclusion of a security in an index in no way implies an opinion by S&P as to the attractiveness of that security as an investment.

MAINSTAY SHORT TERM BOND FUND

The Fund may invest up to 20% of total assets in securities denominated in foreign currencies, but does not currently contemplate doing so. To the extent possible, the Subadvisor will attempt to protect against risks stemming from differences in foreign exchange rates. The Fund may invest in foreign currency exchange transactions using currencies, options, futures or options on futures, or forward contracts to protect against foreign currency exchange risks involving securities the Fund owns or plans to own.

The Fund may invest in interest rate and bond index futures contracts and options on these contracts; and options on debt securities and in U.S. dollar- or foreign currency-denominated obligations of foreign governments or their subdivisions, agencies or instrumentalities, international agencies or supranational entities.

In seeking to achieve capital appreciation, as an integral component of total return, the Fund may use, among other research methods, historical yield spread analysis, economic analysis, fundamental credit analysis and technical (supply/demand) analysis.

The Fund may, to the extent permitted by law, invest in leveraged inverse floating rate debt instruments ("inverse floaters"). Certain inverse floaters may be deemed to be illiquid securities for purposes of the Fund's limitation on investments in such securities.

MAINSTAY ICAP EQUITY FUND, MAINSTAY ICAP GLOBAL FUND, MAINSTAY ICAP INTERNATIONAL FUND, AND MAINSTAY ICAP SELECT EQUITY FUND

None of these Funds will invest more than 5% of their net assets in any one of the following types of investments:

  • investment grade debt securities; and

  • non-investment grade debt securities (commonly referred to as "junk bonds").

In addition:

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  • these Funds may borrow from a bank, but only for temporary or emergency purposes;

  • cash equivalents must be rated at least Prime-1 by Moody's, A-1 or higher by S&P, F-1 or higher by Fitch or unrated securities of comparable quality as determined by ICAP;

  • MainStay ICAP Equity Fund and MainStay ICAP Select Equity Fund may not enter into foreign currency forward contracts.

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SPECIAL DISCUSSION REGARDING MONEY MARKET FUNDS

The "Money Market Fund(s)" include the MainStay Cash Reserves Fund, MainStay Money Market Fund and MainStay Principal Preservation Fund.

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Each Money Market Fund may invest its assets in U.S. dollar-denominated securities of U.S. or foreign issuers and in securities of foreign branches of U.S. banks, such as negotiable certificates of deposit (Eurodollars). Since each Money Market Fund may contain such securities, an investment therein involves investment risks that are different in some respects from an investment in a fund that invests only in debt obligations of U.S. domestic issuers. Such risks may include future political and economic developments, the possible imposition of foreign withholding taxes on interest income payable on the securities held in the portfolio, possible seizure or nationalization of foreign deposits, the possible establishment of exchange controls and the adoption of other foreign governmental restrictions which might adversely affect the payment of the principal of and interest on securities in the portfolio. All of the assets of each Money Market Fund generally will be invested in obligations which mature in 397 days or less and substantially all of these investments will be held to maturity; however, securities collateralizing repurchase agreements may have maturities in excess of 397 days.

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Each Money Market Fund will, to the extent feasible, make portfolio investments primarily in anticipation of, or in response to, changing economic and money market conditions and trends. The dollar-weighted average maturity of each Money Market Fund's holdings may not exceed 60 days. The dollar-weighted average life to maturity of each Money Market Fund's holdings may not exceed 120 days.

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Consistent with the provisions of Rule 2a-7 under the 1940 Act ("Rule 2a-7"), each Money Market Fund invests in U.S. dollar-denominated money market instruments that present minimal credit risk. The Manager shall determine whether a security presents minimal credit risk under procedures adopted by each Money Market Fund's Board. In the event that an instrument acquired by a Money Market Fund is downgraded or otherwise ceases to be of the quality that is eligible for that Money Market Fund, the Manager, under procedures approved by the Board, shall promptly reassess whether such security presents minimal credit risk and shall recommend to the Valuation Committee of the Board (the "Valuation Committee") that the Money Market Fund take such action as it determines is in the best interest of the Money Market Fund and its shareholders. The Valuation Committee, after consideration of the recommendation of the Manager and such other information as it deems appropriate, shall cause a Money Market Fund to take such action as it deems appropriate, and shall report promptly to the Board the actions taken by the Money Market Fund and the reasons for such actions.

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With respect to 3% of its total assets, measured at the time of investment, each Money Market Fund may also invest in money market instruments that are in the second highest ratings category for short-term debt obligations. Each Money Market Fund may not invest more than 0.5% of its total assets, measured at the time of investment, in securities of any one issuer that are in the second highest ratings category for short-term debt obligations. Each Money Market Fund will only invest in securities that are in the second highest ratings category for short-term debt obligations that have a remaining maturity of 45 days or less.

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Each Money Market Fund may not invest more than 5% of its total assets, measured at the time of investment, in securities (other than U.S. government securities or securities subject to certain guarantee obligations) of any one issuer that are in the highest rating category ("First Tier"), except that each Money Market Fund may exceed this 5% limitation with respect to 25% of its total assets for up to three (3) business days after the purchase of First Tier securities of any one issuer.

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Each Money Market Fund may not acquire any illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid securities. In addition, each Money Market Fund may not acquire any security other than: (i) a daily liquid asset unless, immediately following such purchase, at least 10% of its total assets would be invested in daily liquid assets; and (ii) a weekly liquid asset unless, immediately following such purchase, at least 30% of its total assets would be invested in weekly liquid assets. "Daily liquid assets" includes: (i) cash; (ii) direct obligations of the U.S. Government; or (iii) securities that will mature or are subject to a demand feature that is exercisable and payable within one business day. "Weekly liquid assets" includes: (i) cash; (ii) direct obligations of the U.S. Government; (iii) Government securities issued by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 days or less; or (iv) securities that will mature or are subject to a demand feature that is exercisable and payable within five (5) business days.

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Each Money Market Fund may hold cash for the purpose of stabilizing its NAV per share. Holdings of cash, on which no return is earned, tend to lower the yield on each Money Market Fund's shares. Each Money Market Fund may also, consistent with the provisions of Rule 2a-7, invest in securities with a remaining maturity of more than 397 days, provided that the security is a variable or floating rate security that meets the guidelines of Rule 2a-7 with respect to maturity.

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FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment restrictions for each of the Funds as set forth below are fundamental policies of each Fund; i.e. , they may not be changed with respect to a Fund without shareholder approval. In the context of changes to a fundamental policy, shareholder approval means approval by the lesser of (1) more than 50% of the outstanding voting securities of the Fund, or (2) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy. Except for those investment policies specifically identified as fundamental in the Prospectuses and this SAI, the Funds' investment objectives as described in the Prospectuses, and all other investment policies and practices described in the Prospectuses and this SAI are non-fundamental and may be changed by the Board without the approval of shareholders.

Unless otherwise indicated, all of the percentage limitations below and the investment restrictions recited in the Prospectuses apply to each Fund on an individual basis, and apply only at the time a transaction is entered into, except that any borrowing by a Fund that exceeds applicable limitations must be reduced to meet such limitations within the period required by the 1940 Act. Therefore, a change in the percentage that results from a relative change in values or from a change in a Fund's net assets will not be considered a violation of the Fund's policies or restrictions. "Value" for the purposes of all investment restrictions shall mean the value used in determining a Fund's NAV.

For purposes of applying each Fund's policies with respect to being a "diversified company" or investing in the securities of any one issuer, an issuer will be deemed to be the sole issuer of a security if its assets and revenues alone back the security. However, if a security also is backed by the enforceable obligation of a superior or unrelated governmental entity or company, such entity or company also will be considered an issuer of the security.

If a security is separately guaranteed, either by a governmental entity or other facility (such as a bank guarantee or a letter of credit), such a guarantee will be considered a separate security issued by the guarantor. However, traditional bond insurance on a security will not be treated as a separate security, and the insurer will not be treated as a separate issuer. Therefore, these restrictions do not limit the percentage of a Fund's assets that may be invested in securities insured by a single bond insurer.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

In addition to each Fund's fundamental investment restrictions, the Board Members have voluntarily adopted certain policies and restrictions, set forth below, that are observed in the conduct of the affairs of the Funds. These represent the intentions of the Board Members based upon current circumstances. They differ from fundamental investment policies in that the following additional investment restrictions may be changed or amended by action of the Board Members without requiring prior notice to or approval of shareholders.

Unless otherwise indicated, all percentage limitations apply to each Fund on an individual basis, and apply only at the time a transaction is entered into. Accordingly, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in the percentage which results from a relative change in values or from a change in a Fund's net assets will not be considered a violation. With respect to investment in illiquid securities, a Fund will consider taking measures to reduce the holdings of illiquid securities if they exceed the percentage limitation as a result of changes in the values of the securities or if liquid securities have become illiquid.

FUNDAMENTAL INVESTMENT RESTRICTIONS - THE MAINSTAY FUNDS

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MainStay Common Stock Fund
MainStay Convertible Fund
MainStay Flexible Bond Opportunities Fund 1
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

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1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

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The fundamental investment restrictions applicable to The MainStay Funds apply to each of the Funds, except as noted below:

Each MainStay Fund:

  1. except MainStay Global High Income Fund, shall be a "diversified company" as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time. MainStay Global High Income Fund is a "non-diversified company" as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  2. may borrow money to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  3. may not "concentrate" its investments in a particular industry or group of industries, except as permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to a Fund's investments in: (i) securities of other investment companies; (ii) securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities; (iii) with respect only to the MainStay Money Market Fund and the MainStay Principal Preservation Fund, instruments issued by domestic branches of U.S. banks (including U.S. branches of foreign banks subject to regulation under U.S. laws applicable to domestic banks and, to the extent that its parent is unconditionally liable for the obligation, foreign branches of U.S. banks) or (iv) repurchase agreements (collateralized by the instruments described in Clause (ii) or, with respect to the MainStay Money Market Fund and MainStay Principal Preservation Fund, Clause (iii)).

    For the purposes of this fundamental investment restriction, each Fund may use the industry classifications provided by Bloomberg, L.P., the MSCI/Standard & Poor's Global Industry Classification Standard ("GICS") or any other reasonable industry classification system. Wholly-owned finance companies will be considered to be in the industries of their parents (or affiliated entity) if their activities are primarily related to financing the activities of the parents (or affiliated entity). Due to their varied economic characteristics, issuers within the diversified financial services industry will be classified at the sub-group level. Utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. Securities issued by foreign governmental entities (including foreign agencies, foreign municipalities, and foreign instrumentalities) will be classified by country. For purposes of classifying such securities, each foreign country will be deemed a separate industry.

  4. may purchase or sell real estate or any interest therein to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  5. may not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act and other applicable laws, rules and regulations, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  6. may make loans to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  7. may act as an underwriter of securities within the meaning of the Securities Act of 1933, as amended ("1933 Act"), to the extent permitted under the 1933 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

  8. may issue senior securities, to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

The following fundamental investment restrictions are applicable to the MainStay Tax Free Bond Fund only. The MainStay Tax Free Bond Fund must:

  1. invest at least 80% of the Fund's net assets in securities the interest on which is exempt from regular federal income tax, including the federal alternative minimum tax, except that the Fund may temporarily invest more than 20% of its net assets in securities the interest income on which may be subject to regular federal income tax.

  2. invest at least 80% of the value of its assets in investments the income from which is exempt from federal income tax.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - THE MAINSTAY FUNDS

Under these non-fundamental restrictions, each Fund of the MainStay Funds may not:

  • acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

In addition:

  1. The MainStay Government Fund and MainStay Tax Free Bond Fund may not invest in foreign securities.

  2. The MainStay Government Fund, MainStay Money Market Fund and MainStay Tax Free Bond Fund may not invest in foreign currencies.

  3. The MainStay MAP Fund may not invest in non-government mortgage pass-through securities.

  4. The MainStay Government Fund, MainStay MAP Fund, MainStay Money Market Fund and MainStay Tax Free Bond Fund may not purchase or write options on foreign currencies.

  5. The MainStay Common Stock Fund, MainStay Large Cap Growth Fund, MainStay MAP Fund, MainStay Money Market Fund and MainStay Principal Preservation Fund may not purchase or sell futures contracts on debt securities or indices of debt securities.

  6. The MainStay Government Fund, MainStay Money Market Fund, and MainStay Tax Free Bond Fund may not purchase or sell foreign currency futures.

  7. The MainStay Government Fund, MainStay MAP Fund, MainStay Money Market Fund, and MainStay Principal Preservation Fund may not enter into interest rate, index or currency exchange rate swap agreements.

  8. The MainStay Government Fund, MainStay Money Market Fund and MainStay Tax Free Bond Fund may not invest in convertible securities.

  9. The MainStay International Equity Fund, MainStay MAP Fund and MainStay Tax Free Bond Fund may not simultaneously purchase and sell a security in different markets to take advantage of price differences in the different markets.

  10. The MainStay Money Market Fund and MainStay Principal Preservation Fund may only invest in mortgage-backed and asset-backed securities that meet the requirements of Rule 2a-7 under the 1940 Act.

  11. The MainStay Money Market Fund and MainStay Principal Preservation Fund may not invest in leveraged inverse floating rate debt instruments.

FUNDAMENTAL INVESTMENT RESTRICTIONS - ECLIPSE TRUST

 

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MainStay Balanced Fund

MainStay U.S. Small Cap Fund

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The following fundamental investment restrictions apply to each of the Eclipse Trust Funds listed above:

Each of Eclipse Trust's Funds may not:

  1. issue senior securities, except insofar as the Fund may be deemed to have issued a senior security in connection with any permitted borrowing;

  2. borrow money except for (i) the short term credits from banks referred to in paragraph 9 below and (ii) borrowings from banks for temporary or emergency purposes, including the meeting of redemption requests which might require the unexpected disposition of securities. Borrowing in the aggregate may not exceed 15%, and borrowing for purposes other than meeting redemptions may not exceed 5%, of the value of the Fund's total assets (including the amount borrowed) at the time the borrowing is made. Outstanding borrowings will be repaid before any subsequent investments are made;

  3. act as an underwriter of securities of other issuers, except that the Fund may acquire restricted or not readily marketable securities under circumstances where, if such securities were sold, the Fund might be deemed to be an underwriter for purposes of the 1933 Act. The Fund will not, however, invest more than 15% of the value of its net assets in illiquid securities, restricted securities and not readily marketable securities and repurchase agreements of more than seven days' duration;

  4. purchase the securities of any one issuer, other than the U.S. government or any of its agencies or instrumentalities if, immediately after such purchase, more than 5% of the value of its total assets would be invested in such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of the value of the Fund's total assets may be invested without regard to such 5% and 10% limitations;

  5. invest more than 25% of the value of its total assets in any one industry.

    For the purposes of this fundamental investment restriction, each Fund may use the industry classifications provided by Bloomberg, L.P., the Morgan Stanley Capital International/Standard & Poor's GICS or any other reasonable industry classification system. Wholly-owned finance companies will be considered to be in the industries of their parents (or affiliated entity) if their activities are primarily related to financing the activities of the parents (or affiliated entity). Due to their varied economic characteristics, issuers within the diversified financial services industry will be classified at the sub-group level. Utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. Securities issued by foreign governmental entities (including foreign agencies, foreign municipalities, and foreign instrumentalities) will be classified by country. For purposes of classifying such securities, each foreign country will be deemed a separate industry.

  6. purchase or otherwise acquire interests in real estate or real estate mortgage loans, or interests in oil, gas or other mineral exploration or development programs, except that the MainStay Balanced Fund may acquire mortgage-backed securities;

  7. purchase or acquire commodities or commodity contracts;

  8. make loans of its assets to any person, except for the lending of portfolio securities, the purchase of debt securities and the entering into of repurchase agreements as discussed herein;

  9. purchase securities on margin, but it may obtain such short-term credits from banks as may be necessary for the clearance of purchases and sales of securities;

  10. mortgage, pledge or hypothecate any of its assets, except as may be necessary in connection with permissible borrowings mentioned in paragraph 2 above;

  11. purchase the securities of any other investment company (other than certain issuers of mortgage-backed and asset-backed securities), except by purchase in the open market where no commission or profit to a sponsor or dealer (other than the customary broker's commission) results from such purchase, and except when such purchase is part of a merger, consolidation or acquisition of assets;

  12. sell securities short or invest in puts, calls, straddles, spreads or combinations thereof;

  13. participate on a joint, or a joint and several, basis in any securities trading account; or

  14. invest in companies for the purpose of exercising control.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - ECLIPSE TRUST

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Under these non-fundamental restrictions, each of MainStay Balanced Fund and MainStay U.S. Small Cap Fund may not:

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  • acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act;

  • purchase any warrant if, as a result of such purchase, 5% or more of such Fund's total assets would be invested in warrants. Included in that amount, but not to exceed 2% of the value of such Fund's total assets, may be warrants that are not listed on the New York or American Stock Exchanges;

  • invest in collateralized mortgage obligation residuals in excess of 5% of their net assets.

FUNDAMENTAL INVESTMENT RESTRICTIONS - MAINSTAY FUNDS TRUST

 

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MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Floating Rate Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund

MainStay Indexed Bond Fund
MainStay Intermediate Term Bond Fund
MainStay Moderate Allocation Fund
MainStay Moderate Growth Allocation Fund
MainStay S&P 500 Index Fund
MainStay Short Term Bond Fund

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The following fundamental investment restrictions apply to each of the Funds of the MainStay Funds Trust listed above:

The Funds may not:

  1. invest in a security if, as a result of such investment, 25% or more of its total assets would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (or repurchase agreements with respect thereto) and at such time that the 1940 Act is amended to permit a registered investment company to elect to be "periodically industry concentrated," ( i.e ., a fund that does not concentrate its investments in a particular industry would be permitted, but not required, to invest 25% or more of its assets in a particular industry) the Funds elect to be so classified and the foregoing limitation shall no longer apply with respect to the Funds.

    For the purposes of this fundamental investment restriction, each Fund may use the industry classifications provided by Bloomberg, L.P., the MSCI/Standard & Poor's GICS or any other reasonable industry classification system. Wholly-owned finance companies will be considered to be in the industries of their parents (or affiliated entity) if their activities are primarily related to financing the activities of the parents (or affiliated entity). Due to their varied economic characteristics, issuers within the diversified financial services industry will be classified at the sub-group level. Utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. Securities issued by foreign governmental entities (including foreign agencies, foreign municipalities, and foreign instrumentalities) will be classified by country. For purposes of classifying such securities, each foreign country will be deemed a separate industry.

  2. invest in a security if, with respect to 75% of its total assets, more than 5% of its total assets would be invested in the securities of any one issuer, except that this restriction does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities;

  3. invest in a security if, with respect to 75% of its total assets, it would hold more than 10% of the outstanding voting securities of any one issuer, except that this restriction does not apply to U.S. government securities;

  4. borrow money or issue senior securities, except that a Fund may (i) borrow from banks or enter into reverse repurchase agreements, but only if immediately after each borrowing there is asset coverage of 300%, and (ii) issue senior securities to the extent permitted under the 1940 Act;

  5. lend any funds or other assets, except that a Fund may, consistent with its investment objectives and policies: (i) invest in debt obligations including bonds, debentures or other debt securities, bankers' acceptances and commercial paper, even though the purchase of such obligations may be deemed to be the making of loans; (ii) enter into repurchase agreements; and (iii) lend its portfolio securities in accordance with applicable guidelines established by the Securities and Exchange Commission ("SEC") and any guidelines established by the Board;

  6. purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein);

  7. purchase or sell commodities or commodities contracts, except that, subject to restrictions described in the Prospectuses and in this SAI, (i) a Fund may enter into futures contracts on securities, currencies or on indexes of such securities or currencies, or any other financial instruments and options on such futures contracts; (ii) a Fund may enter into spot or forward foreign currency contracts and foreign currency options; and

  8. act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the 1933 Act.

FUNDAMENTAL INVESTMENT RESTRICTIONS - MAINSTAY FUNDS TRUST/ECLIPSE FUNDS INC. (continued)

 

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MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay High Yield Municipal Bond Fund

MainStay High Yield Opportunities Fund
MainStay ICAP Global Fund
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund

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Each Fund of the MainStay Funds Trust or Eclipse Funds Inc. listed above:

  1. shall be a "diversified company," as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time;

  2. may borrow money, to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time;

  3. may not "concentrate" its investments in a particular industry or group of industries, except as permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to a Fund's investments in: (i) securities of other investment companies; (ii) securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities; or (iii) repurchase agreements (collateralized by the instruments described in Clause (ii).

    For the purposes of this fundamental investment restriction, each Fund may use the industry classifications provided by Bloomberg, L.P., the MSCI/Standard & Poor's GICS or any other reasonable industry classification system. Wholly-owned finance companies will be considered to be in the industries of their parents (or affiliated entity) if their activities are primarily related to financing the activities of the parents (or affiliated entity). Due to their varied economic characteristics, issuers within the diversified financial services industry will be classified at the sub-group level. Utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. Securities issued by foreign governmental entities (including foreign agencies, foreign municipalities, and foreign instrumentalities) will be classified by country. For purposes of classifying such securities, each foreign country will be deemed a separate industry.

  4. may purchase or sell real estate or any interest therein to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time;

  5. may not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act and other applicable laws, rules and regulations, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time;

  6. may make loans to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time;

  7. may act as an underwriter of securities within the meaning of the 1933 Act, to the extent permitted under the 1933 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time; and

  8. may issue senior securities, to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.

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The following fundamental investment restrictions are applicable to the MainStay High Yield Municipal Bond Fund only. The MainStay High Yield Municipal Bond Fund must:

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  • invest at least 80% of the Fund's net assets in municipal bonds, which include debt obligations issued by or on behalf of a governmental entity or other qualifying entity/issuer that pays interest that is, in the opinion of bond counsel to the issuers, generally excludable from gross income for Federal income tax purposes (except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax).

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NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - MAINSTAY FUNDS TRUST/ECLIPSE FUNDS INC.

 

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MainStay 130/30 Core Fund
MainStay 130/30 Growth Fund
MainStay 130/30 International Fund
MainStay Cash Reserves Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. All Cap Fund

MainStay Epoch U.S. Equity Fund
MainStay Floating Rate Fund
MainStay Growth Equity Fund
MainStay High Yield Opportunities Fund
MainStay Indexed Bond Fund
MainStay Intermediate Term Bond Fund
MainStay S&P 500 Index Fund
MainStay Short Term Bond Fund

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Under these non-fundamental restrictions, each of the above listed Funds may not:

  • acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

In addition:

  1. The MainStay Cash Reserves Fund may not invest in foreign securities denominated in foreign currencies.

  2. The MainStay Cash Reserves Fund may only invest in mortgage-backed and asset-backed securities that meet the requirements of Rule 2a-7 under the 1940 Act.

  3. The MainStay Intermediate Term Bond Fund may invest up to 20% of its total assets in debt securities, including short-term debt instruments, which are rated below investment grade (i.e., below BBB- by S&P and below Baa3 by Moody's) or, if not rated, determined to be of equivalent quality by the Manager or Subadvisor.

  4. The MainStay Indexed Bond Fund and the MainStay S&P 500 Index Fund may enter into swap agreements only to the extent that obligations under such agreements represent not more that 10% of the Fund's total assets.

  5. Each of the Funds, except MainStay Growth Equity Fund, limits its investment in collateralized mortgage obligation residuals to less than 5% of its net assets.

FUNDAMENTAL INVESTMENT RESTRICTIONS - MAINSTAY FUNDS TRUST (continued)

 

MainStay ICAP Equity Fund

MainStay ICAP Select Equity Fund

MainStay ICAP International Fund

The above listed Funds may not, with respect to 75% of each Fund's total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or any agency or instrumentality thereof) if, as a result, (i) more than 5% of the Fund's total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.

Each of the above listed Funds may not:

  1. Borrow money, except that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) and (ii) make other investments or engage in other transactions permissible under the 1940 Act which may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund's total assets (including the amount borrowed), less the Fund's liabilities (other than borrowings).

  2. Act as an underwriter of another issuer's securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the 1933 Act, as amended (the "Securities Act"), in connection with the purchase and sale of portfolio securities.

  3. Make loans to other persons, except through (i) the purchase of debt securities permissible under the Fund's investment policies, (ii) repurchase agreements, or (iii) the lending of portfolio securities, provided that no such loan of portfolio securities may be made by the Fund if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of such Fund's total assets.

  4. Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).

  5. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).

  6. Issue senior securities, except as permitted under the 1940 Act.

  7. Purchase the securities of any issuer if, as a result, more than 25% of the Fund's total assets would be invested in the securities of issuers whose principal business activities are in the same industry.

For the purposes of the fundamental investment restriction set out in Item 7 above, each Fund may use the industry classifications provided by Bloomberg, L.P., the MSCI/Standard & Poor's GICS or any other reasonable industry classification system. Wholly-owned finance companies will be considered to be in the industries of their parents (or affiliated entity) if their activities are primarily related to financing the activities of the parents (or affiliated entity). Due to their varied economic characteristics, issuers within the diversified financial services industry will be classified at the sub-group level. Utilities will be divided according to their services, for example, gas, transmission, electric and gas, electric and telephone will each be considered a separate industry. Securities issued by foreign governmental entities (including foreign agencies, foreign municipalities, and foreign instrumentalities) will be classified by country. For purposes of classifying such securities, each foreign country will be deemed a separate industry.

In addition, the investment objective of each of the above-listed Funds is a fundamental investment policy.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - MAINSTAY FUNDS TRUST

 

MainStay ICAP Equity Fund

MainStay ICAP International Fund

MainStay ICAP Global Fund

MainStay ICAP Select Equity Fund

Under these non-fundamental investment restrictions, each of the above listed Funds, except as otherwise noted, may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

NON-FUNDAMENTAL INVESTMENT POLICIES RELATED TO FUND NAMES

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Certain of the Funds have names that suggest that a Fund will focus on a type of investment, within the meaning of Rule 35d-1 of the 1940 Act. Except for the MainStay Tax Free Bond Fund and MainStay High Yield Municipal Bond Fund, the MainStay Group of Funds has adopted a non-fundamental policy for each of these Funds to invest at least 80% of the value of its assets (net assets plus the amount of any borrowing for investment purposes) in the particular type of investments suggested by its name. Furthermore, with respect to each of these Funds, the MainStay Group of Funds has adopted a policy to provide a Fund's shareholders with at least 60 days prior notice of any change in the policy of a Fund to invest at least 80% of its assets in the manner described below. The 80% investment policies for the MainStay Tax Free Bond Fund and MainStay High Yield Municipal Bond Fund are fundamental and, therefore, may not be changed without shareholder approval. Please see the discussion regarding fundamental investment restrictions above for more information. The affected Funds and their corresponding 80% policies are as set forth in the table below:

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FUND

NON-FUNDAMENTAL INVESTMENT POLICY

MAINSTAY FUNDS

MainStay Common Stock Fund

To invest, under normal circumstances, at least 80% of its assets in common stocks.

MainStay Convertible Fund

To invest, under normal circumstances, at least 80% of its assets in convertible securities.

MainStay Flexible Bond Opportunities Fund

To invest, under normal conditions, at least 80% of its assets (net assets plus any borrowings for investment purposes) in a diversified portfolio of debt or debt-related securities.

MainStay Government Fund

To invest, under normal circumstances, at least 80% of its assets in U.S. government securities.

MainStay High Yield Corporate Bond Fund

To invest, under normal circumstances, at least 80% of its assets in high-yield corporate debt securities.

MainStay International Equity Fund

To invest, under normal circumstances, at least 80% of its assets in equity securities.

MainStay Large Cap Growth Fund

To invest, under normal circumstances, at least 80% of its net assets plus borrowings, in large capitalization companies.

ECLIPSE TRUST

MainStay U.S. Small Cap Fund

To invest, under normal circumstances, at least 80% of its assets in securities of small-capitalization U.S. companies, as defined in the current prospectus of the Fund.

ECLIPSE FUNDS INC.

MainStay High Yield Opportunities Fund

To invest, under normal circumstances, at least 80% of its assets in high-yield corporate debt securities, including all types of high-yield domestic and foreign corporate debt securities that are rated below investment grade by Moody's or S&P or that are unrated but that are considered by the Fund's Subadvisor, to be of comparable quality.

MAINSTAY FUNDS TRUST

MainStay Epoch Global Equity Yield Fund

To invest, under normal circumstances, at least 80% of its assets in equity securities of dividend-paying companies.

MainStay Epoch International Small Cap Fund

To invest, under normal circumstances, at least 80% of its assets in equity securities of small-capitalization companies, as defined in the Prospectus of the
Fund.

MainStay Epoch U.S. Equity Fund

To invest, under normal circumstances, at least 80% of its assets in equity securities of United States companies.

MainStay Floating Rate Fund

To invest, under normal circumstances, at least 80% of its assets in a portfolio of floating rate loans and other floating rate securities.

MainStay Growth Equity Fund

To invest, under normal circumstances, at least 80% of its assets equity securities.

MainStay ICAP Equity Fund

To invest, under normal circumstances, at least 80% of its assets in common stocks and other equity securities.

MainStay ICAP Select Equity Fund

To invest, under normal circumstances, at least 80% of its assets in common stocks and other equity securities.

MainStay Intermediate Term Bond Fund

To invest, under normal circumstances, at least 80% of its assets in debt securities.

MainStay Indexed Bond Fund

To invest, under normal circumstances, at least 80% of its net assets in debt securities connoted by the designated index.

MainStay S&P 500 Index Fund

To invest, under normal circumstances, at least 80% of its net assets in stocks connoted by the S&P 500 ® Index.

MainStay Short Term Bond Fund

To invest, under normal circumstances, at least 80% of its assets in debt securities.

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INVESTMENT PRACTICES, INSTRUMENTS AND RISKS COMMON TO MULTIPLE FUNDS

Subject to the limitations set forth herein and in the Prospectuses, each Fund's Manager or Subadvisor may, in its discretion, at any time, employ any of the following practices, techniques or instruments for the Funds. Furthermore, it is possible that certain types of financial instruments or investment techniques described herein may not be available, permissible, economically feasible, or effective for their intended purposes in all markets. Certain practices, techniques, or instruments may not be principal activities of the Funds but, to the extent employed, could from time to time have a material impact on the Funds' performance.

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Unless otherwise indicated above, the Funds, may engage in the following investment practices or techniques, subject to the specific limits described in the Prospectuses or elsewhere in this SAI. Unless otherwise stated in the Prospectus, investment techniques are discretionary. That means the Manager or the Subadvisors may elect to engage or not engage in the various techniques at their sole discretion. Investors should not assume that any particular discretionary investment technique or strategy will be employed at all times, or ever employed. With respect to some of the investment practices and techniques, Funds that are most likely to engage in a particular investment practice or technique are indicated in the relevant descriptions as Funds that may engage in such practices or techniques.

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None of the Funds alone constitutes a complete investment program.

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The loss of money is a risk of investing in the Funds. None of the Funds, neither individually nor collectively, is intended to constitute a balanced or complete investment program and the NAV per share of each Fund (except the Money Market Funds; which seek to maintain a stable NAV of $1.00 per share) will fluctuate based on the value of the securities held by each Fund. Each of the Funds is subject to the general risks and considerations associated with investing in mutual funds generally as well as additional risks and restrictions discussed herein.

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Special Note Regarding Recent Market Events

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From time to time, events in the financial sector may result in reduced liquidity in the credit and fixed income markets and an unusually high degree of volatility in the financial markets, both domestically and internationally. In the recent past, entire markets were impacted, but issuers with exposure to the real estate, mortgage and credit markets were particularly affected. The potential for market turbulence may have an adverse effect on the Funds' investments.

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In the past, instability in the financial markets has led to the U.S. and other governments taking a number of unprecedented actions designed to support certain financial and other institutions and certain segments of the financial markets. In the future, federal, state, and foreign governments, regulatory agencies, and self-regulatory organizations could take actions that affect the regulation of the instruments in which the Funds invest, or the issuers of such instruments, in ways that are unforeseeable. Such legislation or regulation could limit or preclude the Funds' ability to achieve their investment objectives.

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Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such ownership or disposition may have positive or negative effects on the liquidity, valuation and performance of the Funds' portfolio holdings. The Funds have established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available.

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Liquidation of Funds

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The Board may determine to close and liquidate a Fund at any time. In the event of the liquidation of a Fund, shareholders will receive a liquidating distribution in cash or in-kind equal to their proportionate interest in the Fund. A liquidating distribution may be a taxable event to shareholders, resulting in a gain or loss for tax purposes, depending upon a shareholder's basis in his or her shares of the Fund.

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ARBITRAGE

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A Fund may sell a security that it owns in one market and simultaneously purchase the same security in another market, or it may buy a security in one market and simultaneously sell it in another market, in order to take advantage of differences in the price of the security in the different markets. The Funds do not actively engage in arbitrage. Such transactions may be entered into only with respect to debt securities and will occur only in a dealer's market where the buying and selling dealers involved confirm their prices to the Fund at the time of the transaction, thus eliminating any risk to the assets of a Fund. Such transactions, which involve costs to a Fund, may be limited by the policy of each Fund to qualify as a "regulated investment company" under the Internal Revenue Code.

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BANK OBLIGATIONS

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A Fund, including the MainStay Funds of Funds, may invest in certificates of deposit ("CDs"), time deposits, bankers' acceptances, and other short-term debt obligations issued by commercial banks or Savings and Loan Institutions ("S&Ls").

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CDs are certificates evidencing the obligation of a bank or S&L to repay funds deposited with it for a specified period of time at a specified rate of return. Time deposits in banking institutions are generally similar to CDs, but are uncertificated. Time deposits that may be held by the Funds will not benefit from insurance administered by the Federal Deposit Insurance Corporation ("FDIC"). Bankers' acceptances are credit instruments evidencing the obligation of a bank or S&L to pay a draft drawn on it by a customer, usually in connection with international commercial transactions. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties that vary depending upon market conditions and the remaining maturity of the obligation. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument upon maturity. No Fund may invest in time deposits maturing in more than seven days and that are subject to withdrawal penalties. A Fund will limit its investment in time deposits for which there is a penalty for early withdrawal to 10% of its net assets. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there generally is no market for such deposits. If a CD is non-negotiable, it may be considered illiquid and will be subject to each Fund's restriction on investments in illiquid securities.

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As a result of governmental regulations, U.S. branches of U.S. banks, among other things, generally are required to maintain specified levels of reserves, and are subject to other supervision and regulation designed to promote financial soundness. U.S. S&Ls are supervised and subject to examination by the Office of Thrift Supervision. However, effective as of July 2011, the supervision and examination responsibility for U.S. S&Ls will be transferred to the Office of the Comptroller of the Currency. U.S. S&Ls are insured by the Deposit Insurance Fund, which is administered by the FDIC and backed by the full faith and credit of the U.S. Government.

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Bank time deposits are monies kept on deposit with U.S. or foreign banks (and their subsidiaries and branches) or U.S. S&Ls for a stated period of time at a fixed rate of interest. There may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.

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Bankers' acceptances are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then "accepted" by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.

Obligations of foreign banks involve somewhat different investment risks than those affecting obligations of U.S. banks, including: (i) the possibilities that their liquidity could be impaired because of future political and economic developments; (ii) their obligations may be less marketable than comparable obligations of U.S. banks; (iii) a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations; (iv) foreign deposits may be seized or nationalized; (v) foreign governmental restrictions, such as exchange controls, may be adopted which might adversely affect the payment of principal and interest on those obligations; and (vi) the selection of those obligations may be more difficult because there may be less publicly available information concerning foreign banks or the accounting, auditing, and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to U.S. banks. Foreign banks are not generally subject to examination by any U.S. government agency or instrumentality.

See "Cash Equivalents" for more information.

BORROWING

Each Fund may borrow money to the extent permitted under the 1940 Act, or otherwise limited herein, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time. This borrowing may be unsecured. The 1940 Act precludes a fund from borrowing if, as a result of such borrowing, the total amount of all money borrowed by a fund exceeds 33 1/3% of the value of its total assets (that is, total assets including borrowings, less liabilities exclusive of borrowings) at the time of such borrowings. This means that the 1940 Act requires a fund to maintain continuous asset coverage of 300% of the amount borrowed. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time, and could cause the Fund to be unable to meet certain requirements for qualification as a regulated investment company under the Internal Revenue Code.

Borrowing tends to exaggerate the effect on a Fund's NAV per share of any changes in the market value of the Fund's portfolio securities. Money borrowed will be subject to interest costs, which may or may not be recovered by earnings on the securities purchased. A Fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate.

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The SEC takes the position that other transactions that have a leveraging effect on the capital structure of a Fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the Fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements, engaging in mortgage dollar roll transactions, selling securities short (other than short sales "against the box"), buying and selling certain derivatives (such as futures contracts), selling (or writing) put and call options, engaging in sale-buybacks, entering into firm-commitment and standby-commitment agreements, engaging in when-issued, delayed-delivery, to-be-announced securities, or forward-commitment transactions, and other trading practices that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing. A borrowing transaction will not be considered to constitute the issuance of a "senior security" by a Fund, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a Fund, if the Fund (1) maintains an offsetting financial position, (2) maintains liquid assets equal (as determined on a daily marked-to-market basis) in value to the Fund's potential economic exposure under the borrowing transaction, or (3) otherwise "covers" the transaction in accordance with applicable SEC guidance (collectively, "covers" the transaction). Liquid assets are maintained to cover "senior securities transactions." The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage. A Fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, assets being maintained to cover "senior securities" transactions may not be available to satisfy redemptions or for other purposes.

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BRADY BONDS

A Fund may invest a portion of its assets in Brady Bonds. Brady Bonds are sovereign bonds issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as multilateral institutions such as the International Monetary Fund ("IMF"). The Brady Plan framework, as it has developed, contemplates the exchange of commercial bank debt for newly issued Brady Bonds. Brady Bonds may also be issued in respect of new money being advanced by existing lenders in connection with the debt restructuring. The World Bank and the IMF support the restructuring by providing funds pursuant to loan agreements or other arrangements, which enable the debtor nation to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a discount. Brady Bonds are not considered U.S. government securities.

Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (primarily the U.S. dollar). U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one year's interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to "value recovery payments" in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (1) the collateralized repayment of principal at final maturity; (2) the collateralized interest payments; (3) the uncollateralized interest payments; and (4) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the "residual risk").

Brady Bonds involve various risk factors, including the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. Investments in Brady Bonds are to be viewed as speculative. There can be no assurance that Brady Bonds in which a Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause a Fund to suffer a loss of interest or principal on any of its holdings.

CASH EQUIVALENTS

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To the extent permitted by its investment objective and policies, each Fund may invest in cash equivalents. Cash equivalents include U.S. Government Securities, CDs, bank time deposits, bankers' acceptances, repurchase agreements and commercial paper, each of which is discussed in more detail herein. Cash equivalents may include short-term fixed income securities issued by private and governmental institutions. Repurchase agreements may be considered cash equivalents if the collateral pledged is an obligation of the U.S. government, its agencies or instrumentalities.

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COMMERCIAL PAPER

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A Fund, including the MainStay Funds of Funds, may invest in commercial paper if it is rated at the time of investment in the highest ratings category by a nationally recognized statistical ratings organization ("NRSRO"), such as Prime-1 by Moody's or A-1 by S&P, or, if not rated by an NRSRO, such as Moody's or S&P, if the Fund's Manager or Subadvisor determines that the commercial paper is of comparable quality.

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In addition, unless otherwise stated in the applicable Prospectus or this SAI, each Fund may invest up to 5% of its total assets (3% of total assets for a Money Market Fund) in commercial paper if it is rated in the second highest ratings category by an NRSRO, such as S&P or Moody's, or, if unrated, if the Fund's Manager or Subadvisor determines that the commercial paper is of comparable quality. See "Special Discussion Regarding Money Market Funds" for more information.

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Commercial paper represents short-term (nine months or less) unsecured promissory notes issued (in bearer form) by banks or bank holding companies, corporations and finance companies. A commercial paper rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment as to market price or suitability for a particular investor. The ratings are based on current information furnished to Standard & Poor's by the issuer or obtained from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information.

See "Cash Equivalents" for more information.

CONVERTIBLE SECURITIES

A Fund may invest in securities convertible into common stock or the cash value of a single equity security or a basket or index of equity securities. Such investments may be made, for example, if the Manager or the Subadvisor believe that a company's convertible securities are undervalued in the market. Convertible securities eligible for inclusion in the Funds' portfolios include convertible bonds, convertible preferred stocks, warrants or notes or other instruments that may be exchanged for cash payable in an amount that is linked to the value of a particular security, basket of securities, index or indices of securities or currencies.

Convertible debt securities, until converted, have the same general characteristics as other fixed income securities insofar as they generally provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. By permitting the holder to exchange his investment for common stock or the cash value of a security or a basket or index of securities, convertible securities may also enable the investor to benefit from increases in the market price of the underlying securities. Therefore, convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.

As with all fixed income securities, the market value of convertible debt securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. The unique feature of the convertible security is that as the market price of the underlying common stock declines, a convertible security tends to trade increasingly on a yield basis, and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible security increasingly reflects the value of the underlying common stock and may rise accordingly. While no securities investment is without some risk, investments in convertible securities generally entail less risk than investments in the common stock of the same issuer. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuer's capital structure.

Holders of fixed income securities (including convertible securities) have a claim on the assets of the issuer prior to the holders of common stock in case of liquidation. However, convertible securities are typically subordinated to similar non-convertible securities of the same issuer. Accordingly, convertible securities have unique investment characteristics because: (1) they have relatively high yields as compared to common stocks; (2) they have defensive characteristics since they provide a fixed return even if the market price of the underlying common stock declines; and (3) they provide the potential for capital appreciation if the market price of the underlying common stock increases.

A convertible security may be subject to redemption at the option of the issuer at a price established in the charter provision or indenture pursuant to which the convertible security is issued. If a convertible security held by a Fund is called for redemption, the Fund will be required to surrender the security for redemption, convert it into the underlying common stock or cash or sell it to a third party.

A Fund may invest in "synthetic" convertible securities. A synthetic convertible security is a derivative position composed of two or more securities whose investment characteristics, taken together, resemble those of traditional convertible securities. Synthetic convertibles are typically offered by financial institutions or investment banks in private placement transactions and are typically sold back to the offering institution. Unlike traditional convertible securities whose conversion values are based on the common stock of the issuer of the convertible security, "synthetic" and "exchangeable" convertible securities are preferred stocks or debt obligations of an issuer which are structured with an embedded equity component whose conversion value is based on the value of the common stocks of two or more different issuers or a particular benchmark (which may include indices, baskets of domestic stocks, commodities, a foreign issuer or basket of foreign stocks, or a company whose stock is not yet publicly traded). The value of a synthetic convertible is the sum of the values of its preferred stock or debt obligation component and its convertible component. Therefore, the values of a synthetic convertible and a true convertible security may respond differently to market fluctuations. In addition, a Fund purchasing a synthetic convertible security may have counterparty (including credit) risk with respect to the financial institution or investment bank that offers the instrument. Purchasing a synthetic convertible security may provide greater flexibility than purchasing a traditional convertible security. Synthetic convertible securities are considered convertible securities for compliance testing purposes.

CREDIT AND LIQUIDITY ENHANCEMENTS

Issuers may employ various forms of credit and liquidity enhancements, including letters of credit, guarantees, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other financial institutions. The Manager or Subadvisors may rely on their evaluation of the credit of the liquidity or credit enhancement provider in determining whether to purchase a security supported by such enhancement. In evaluating the credit of a foreign bank or other foreign entities, the Manager or Subadvisors will consider whether adequate public information about the entity is available and whether the entity may be subject to unfavorable political or economic developments, currency controls, or other government restrictions that might affect its ability to honor its commitment. Changes in the credit quality of the entity providing the enhancement could affect the value of the security or a Fund's share price.

DEBT SECURITIES

Debt securities may have fixed, variable or floating (including inverse floating) rates of interest. To the extent that a Fund invests in debt securities, it will be subject to certain risks. The value of the debt securities held by a Fund, and thus the NAV of the shares of a Fund, generally will fluctuate depending on a number of factors, including, among others, changes in the perceived creditworthiness of the issuers of those securities, movements in interest rates, the maturity of a Fund's investments, changes in relative values of the currencies in which a Fund's investments are denominated relative to the U.S. dollar, and the extent to which a Fund hedges its interest rate, credit and currency exchange rate risks. Generally, a rise in interest rates will reduce the value of fixed income securities held by a Fund, and a decline in interest rates will increase the value of fixed income securities held by a Fund. Longer term debt securities generally pay higher interest rates than do shorter term debt securities but also may experience greater price volatility as interest rates change.

A Fund's investments in U.S. dollar- or foreign currency-denominated corporate debt securities of domestic or foreign issuers are limited to corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments) which meet the credit quality and maturity criteria set forth for the particular Fund. The rate of return or return of principal on some debt obligations may be linked to indices or stock prices or indexed to the level of exchange rates between the U.S. dollar and foreign currency or currencies. Differing yields on corporate fixed-income securities of the same maturity are a function of several factors, including the relative financial strength of the issuers. Higher yields are generally available from securities in the lower rating categories.

Since shares of the Funds represent an investment in securities with fluctuating market prices, the value of shares of each Fund will vary as the aggregate value of the Fund's portfolio securities increases or decreases. Moreover, the value of lower rated debt securities that a Fund purchases may fluctuate more than the value of higher-rated debt securities. Lower-rated debt securities generally carry greater risk that the issuer will default on the payment of interest and principal. Lower-rated fixed income securities generally tend to reflect short term corporate and market developments to a greater extent than higher-rated securities that react primarily to fluctuations in the general level of interest rates. Changes in the value of securities subsequent to their acquisition will not affect cash income or yields to maturity to the Funds but will be reflected in the NAV of the Funds' shares.

Corporate debt securities may bear fixed, contingent, or variable rates of interest and may involve equity features, such as conversion or exchange rights or warrants for the acquisition of stock of the same or a different issuer, participations based on revenues, sales or profits, or the purchase of common stock in a unit transaction (where corporate debt securities and common stock are offered as a unit).

When and if available, debt securities may be purchased at a discount from face value. From time to time, each Fund may purchase securities not paying interest or dividends at the time acquired if, in the opinion of the Manager or Subadvisor, such securities have the potential for future income (or capital appreciation, if any).

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Investment grade securities are generally securities rated at the time of purchase Baa3 or better by Moody's or BBB- or better by S&P or comparable non-rated securities. Non-rated securities will be considered for investment by a Fund when the Manager or the Subadvisor believes that the financial condition of the issuers of such obligations and the protection afforded by the terms of the obligations themselves limit the risk to the Funds to a degree comparable to that of rated securities which are consistent with the Funds' objective and policies.

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Corporate debt securities with a below investment grade rating have speculative characteristics, and changes in economic conditions or individual corporate developments are more likely to lead to a weakened capacity to make principal and interest payments than in the case of high grade bonds. If a credit rating agency changes the rating of a portfolio security held by a Fund, the Fund may retain the portfolio security if the Manager or the Subadvisor, where applicable, deem it in the best interest of the Fund's shareholders.

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The ratings of fixed-income securities by an NRSRO, such as Moody's and S&P, are a generally accepted barometer of credit risk. They are, however, subject to certain limitations from an investor's standpoint. The rating of an issuer is heavily weighted by past developments and does not necessarily reflect future conditions. There is frequently a lag between the time a rating is assigned and the time it is updated. In addition, there may be varying degrees of difference in credit risk of securities in each rating category. The Manager or the Subadvisor will attempt to reduce the overall portfolio credit risk through diversification and selection of portfolio securities based on considerations mentioned above.

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DEPOSITARY RECEIPTS AND REGISTERED DEPOSITARY CERTIFICATES

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A Fund may invest in securities of non-U.S. issuers directly or in the form of American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs") and International Depositary Receipts ("IDRs"), or other similar securities representing ownership of securities of non-U.S. issuers held in trust by a bank or similar financial institution. These securities may not necessarily be denominated in the same currency as the securities they represent. Designed for use in U.S., European and international securities markets, as applicable, ADRs, EDRs, GDRs and IDRs are alternatives to the purchase of the underlying securities in their national markets and currencies, but are subject to the same risks as the non-U.S. securities to which they relate.

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ADRs are receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign corporation. EDRs and IDRs are receipts issued in Europe typically by non-U.S. banking and trust companies that evidence ownership of either foreign or U.S. securities. GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing ownership of the underlying non-U.S. securities. Generally, ADRs, in registered form, are designed for use in U.S. securities markets and EDRs, GDRs and IDRs, in bearer form, are designed for use in European and international securities markets. An ADR, EDR, GDR or IDR may be denominated in a currency different from the currency in which the underlying foreign security is denominated.

DERIVATIVE INSTRUMENTS -- GENERAL DISCUSSION

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The Funds may use derivative instruments consistent with their respective investment objectives such as for hedging or managing risk. Derivative instruments are commonly defined to include securities or contracts whose value depend on (or "derive" from) the value of one or more other assets, such as securities, currencies or commodities. These "other assets" are commonly referred to as "underlying assets." Please see the disclosure regarding specific types of derivative instruments, such as options, futures and swaps elsewhere in this SAI for more information.

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Hedging. The Funds may use derivative instruments to protect against possible adverse changes in the market value of securities held in, or anticipated to be held in, their respective portfolios. Derivatives may also be used by the Funds to "lock-in" realized but unrecognized gains in the value of portfolio securities. Hedging strategies, if successful, can reduce the risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce the opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments.

Managing Risk. The Funds may also use derivative instruments to manage the risks of their respective assets. Risk management strategies include, but are not limited to, facilitating the sale of portfolio securities, managing the effective maturity or duration of debt obligations held, establishing a position in the derivatives markets as a substitute for buying or selling certain securities or creating or altering exposure to certain asset classes, such as equity, debt and foreign securities. The use of derivative instruments may provide a less expensive, more expedient or more specifically focused way for a Fund to invest than "traditional" securities ( i.e. , stocks or bonds) would.

Exchange or OTC Derivatives. Derivative instruments may be exchange-traded or traded in over-the-counter ("OTC") transactions between private parties. Exchange-traded derivatives are standardized options and futures contracts traded in an auction on the floor of a regulated exchange. Exchange contracts are generally liquid. The exchange clearinghouse is the counterparty of every contract. Thus, each holder of an exchange contract bears the credit risk of the clearinghouse (and has the benefit of its financial strength) rather than that of a particular counterparty. OTC derivatives are contracts between the holder and another party to the transaction (usually a securities dealer or a bank), but not any exchange clearinghouse. OTC transactions are subject to additional risks, such as the credit risk of the counterparty to the instrument, and are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction.

Risks and Special Considerations. The use of derivative instruments involves risks and special considerations as described below. Risks pertaining to particular derivative instruments are described in the sections relating to those instruments contained elsewhere in this SAI.

  1. Market Risk. The primary risk of derivatives is the same as the risk of the underlying assets; namely, that the value of the underlying asset may go up or down. Adverse movements in the value of an underlying asset can expose the Funds to losses. Derivative instruments may include elements of leverage and, accordingly, the fluctuation of the value of the derivative instrument in relation to the underlying asset may be magnified. The successful use of derivative instruments depends upon a variety of factors, particularly the Manager's or Subadvisor's ability to anticipate movements of the securities and currencies markets, which requires different skills than anticipating changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed. A decision to engage in a derivative transaction will reflect the Manager's or Subadvisor's judgment that the derivative transaction will provide value to a Fund and its shareholders and is consistent with the Fund's objectives, investment limitations and operating policies. In making such a judgment, the Manager or Subadvisor will analyze the benefits and risks of the derivative transaction and weigh them in the context of the Fund's entire portfolio and investment objective.

  2. Credit Risk . The Funds will be subject to the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivative instruments is generally less than for privately-negotiated or OTC derivative instruments, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For privately-negotiated instruments, there is no similar clearing agency guarantee. In all transactions, the Funds will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transaction and possibly other losses to the Funds. The Funds will enter into transactions in derivative instruments only with counterparties that the Manager or Subadvisor reasonably believes are capable of performing under the contract.

  3. Correlation Risk. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) can result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged for any change in the price of the underlying asset. With an imperfect hedge, the value of the derivative instrument and its hedge are not perfectly correlated. Correlation risk is the risk that there might be imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and price movements in the investments being hedged.

  4. Liquidity Risk . Derivatives are also subject to liquidity risk. Liquidity risk is the risk that a derivative instrument cannot be sold, closed out or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. A Fund might be required by applicable regulatory requirements to maintain assets as "cover," maintain segregated accounts and/or make margin payments when it takes positions in derivative instruments involving obligations to third parties ( i.e. , instruments other than purchased options). If a Fund is unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures or is closed out. The requirements might impair the Fund's ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. A Fund's ability to sell or close out a position in an instrument prior to expiration or maturity depends on the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. Therefore, there is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to the Funds.

  5. Legal Risk. Legal risk is the risk of loss caused by the legal unenforceability of a party's obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.

  6. Systemic or "Interconnection" Risk. Interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments.

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EFFECTIVE MATURITY

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Certain Funds may use an effective maturity for determining the maturity of their portfolio. Effective maturity means the average expected repayment date of the portfolio taking into account prospective calls, puts and mortgage pre-payments, in addition to the maturity dates of the securities in the portfolio.

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EQUITY SECURITIES

Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation's earnings. Preferred stock dividends may be cumulative or noncumulative, participating or auction rate. "Cumulative" dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer's common stock. "Participating" preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject.

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EUROCURRENCY INSTRUMENTS

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A Fund may make investments in Eurocurrency instruments. Eurocurrency instruments are futures contracts or options thereon which are linked to the London InterBank Offered Rate ("LIBOR") or to the interbank rates offered in other financial centers. Eurocurrency futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. Each Fund might use Eurocurrency futures contracts and options thereon to hedge against changes in LIBOR and other interbank rates, to which many interest rate swaps and fixed income instruments are linked.

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EXCHANGE TRADED FUNDS

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A Fund, including the MainStay Funds of Funds, may invest in shares of exchange traded funds ("ETFs"). ETFs are investment companies that trade like stocks. (See also "Investment Companies.") Like stocks, shares of ETFs are not traded at NAV, but may trade at prices above or below the value of their underlying portfolios. The price of an ETF is derived from and based upon the securities held by the ETF. The level of risk involved in the purchase or sale of an ETF is similar to the risk involved in the purchase or sale of a traditional common stock, except that the pricing mechanism for an ETF is based on a basket of securities. Thus, the risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. ETFs also have management fees that may increase their costs versus the costs of owning the underlying securities directly. A portfolio manager may from time to time invest in ETFs, primarily as a means of gaining exposure for the portfolio to a particular market or market segment without investing in individual securities, particularly in the context of managing cash flows into the Fund. (See also "Investment Companies.")

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A Fund may invest its net assets in ETFs that invest in securities similar to those in which a Fund may invest directly, and count such holdings towards various guideline tests (such as the 80% test required by Rule 35d-1 under the 1940 Act).

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A Fund may invest in ETFs to gain broad market, sector or asset class exposure, including during periods when it has large amounts of uninvested cash or when the Subadvisor believes share prices of ETFs offer attractive values, subject to any applicable investment restrictions in the relevant Prospectus and this SAI.

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Among other types of ETFs, a Fund also may invest in Standard & Poor's Depositary Receipts ("SPDRs"). SPDRs are units of beneficial interest in an investment trust sponsored by a wholly-owned subsidiary of the American Stock Exchange, Inc. (the "AMEX") that represent proportionate undivided interests in a portfolio of securities consisting of substantially all of the common stocks, in substantially the same weighting, as the component common stocks of the S&P 500 ® Index. SPDRs are listed on the AMEX and traded in the secondary market.

SPDRs are designed to provide investment results that generally correspond to the price and yield performance of the component common stocks of the S&P 500 ® Index. The value of SPDRs is subject to change as the values of their respective component common stocks fluctuate according to the volatility of the market. Investments in SPDRs involves certain inherent risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of each unit of SPDRs invested in by a Fund. Moreover, a Fund's investment in SPDRs may not exactly match the performance of a direct investment in the index to which SPDRs are intended to correspond. For example, replicating and maintaining price and yield performance of an index may be problematic for a Fund due to transaction costs and other Fund expenses.

FIRM OR STANDBY COMMITMENTS — OBLIGATIONS WITH PUTS ATTACHED

A Fund may from time to time purchase securities on a "firm commitment" or "standby commitment" basis. Such transactions might be entered into, for example, when the Manager or Subadvisor of a Fund anticipates a decline in the yield of securities of a given issuer and is able to obtain a more advantageous yield by committing currently to purchase securities to be issued or delivered later.

Securities purchased on a firm commitment basis are purchased for delivery beyond the normal settlement date at a stated price and yield. Delivery of and payment for these securities can take place a month or more after the date of the purchase commitment. No income accrues to the purchaser of a security on a firm commitment basis prior to delivery. Such securities are recorded as an asset and are subject to changes in value based upon changes in the general level of interest rates. Purchasing a security on a firm commitment basis can involve a risk that the market price at the time of delivery may be lower than the agreed upon purchase price, in which case there could be an unrealized loss at the time of delivery. A Fund will generally make commitments to purchase securities on a firm commitment basis with the intention of actually acquiring the securities, but may sell them before the settlement date if it is deemed advisable. Liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, the Funds' commitments to purchase securities on a firm commitment basis. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage.

A Fund may purchase securities together with the right to resell the securities to the seller at an agreed-upon price or yield within a specified period prior to the maturity date of the securities. Although it is not a put option in the usual sense, such a right to resell is commonly known as a "put" and is also referred to as a "standby commitment." Funds may pay for a standby commitment either separately in cash, or in the form of a higher price for the securities that are acquired subject to the standby commitment, thus increasing the cost of securities and reducing the yield otherwise available from the same security. The Manager and the Subadvisors understand that the Internal Revenue Service (the "IRS") has issued a revenue ruling to the effect that, under specified circumstances, a regulated investment company will be the owner of tax-exempt municipal obligations acquired subject to a put option. The IRS has also issued private letter rulings to certain taxpayers (which do not serve as precedent for other taxpayers) to the effect that tax-exempt interest received by a regulated investment company with respect to such obligations will be tax-exempt in the hands of the company and may be distributed to its shareholders as exempt-interest dividends. The IRS has subsequently announced that it will not ordinarily issue advance ruling letters as to the identity of the true owner of property in cases involving the sale of securities or participation interests therein if the purchaser has the right to cause the security, or the participation interest therein, to be purchased by either the seller or a third party. Each Fund intends to take the position that it is the owner of any debt securities acquired subject to a standby commitment and that tax-exempt interest earned with respect to such debt securities will be tax-exempt in its possession; however, no assurance can be given that this position would prevail if challenged. In addition, there is no assurance that firm or standby commitments will be available to a Fund, nor will a Fund assume that such commitments would continue to be available under all market conditions.

A standby commitment may not be used to affect a Fund's valuation of the security underlying the commitment. Any consideration paid by a Fund for the standby commitment, whether paid in cash or by paying a premium for the underlying security, which increases the cost of the security and reduces the yield otherwise available from the same security, will be accounted for by the Fund as unrealized depreciation until the standby commitment is exercised or has expired.

Firm and standby transactions are entered into in order to secure what is considered to be an advantageous price and yield to a Fund and not for purposes of leveraging the Fund's assets. However, a Fund will not accrue any income on these securities prior to delivery. The value of firm and standby commitment agreements may vary prior to and after delivery depending on market conditions and changes in interest rate levels. If the other party to a delayed delivery transaction fails to deliver or pay for the securities, the Fund could miss a favorable price or yield opportunity or could suffer a loss. A Fund may dispose of or renegotiate a delayed delivery transaction after it is entered into.

The Funds do not believe that a Fund's NAV per share or income will be exposed to additional risk by the purchase of securities on a firm or standby commitment basis. At the time a Fund makes the commitment to purchase a security on a firm or standby commitment basis, it will record the transaction and reflect the amount due and the value of the security in determining the Fund's NAV per share. The market value of the firm or standby commitment securities may be more or less than the purchase price payable at the settlement date. The Board does not believe that a Fund's NAV or income will be exposed to additional risk by the purchase of securities on a firm or standby commitment basis.

FLOATING AND VARIABLE RATE SECURITIES

The Funds may invest in floating and variable rate debt instruments. Floating and variable rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such obligations must provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular and range from daily up to annually, or may be based on an event, such as a change in the prime rate.

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Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities, due to (for example) the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuer's declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker/dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or maturity.

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The interest rate on a floating rate debt instrument ("floater") is a variable rate that is tied to another interest rate, such as a money-market index or Treasury bill rate. The interest rate on a floater may reset periodically, typically every three to six months, or whenever a specified interest rate changes. While, because of the interest rate reset feature, floaters provide a Fund with a certain degree of protection against rises in interest rates; a Fund will participate in any declines in interest rates as well. To be an eligible investment for the Money Market Funds, there must be a reasonable expectation that, at any time until the final maturity for the floater or the period remaining until the principal amount can be recovered through demand, the market value of a floater will approximate its amortized cost and the investment otherwise must comply with Rule 2a-7.

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Certain Funds may invest in leveraged inverse floating rate debt instruments ("inverse floaters"). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Accordingly, the duration of an inverse floater may exceed its stated final maturity. Certain inverse floaters may be determined to be illiquid securities for purposes of a Fund's limitation on investments in such securities.

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FOREIGN CURRENCY TRANSACTIONS (FORWARD CONTRACTS)

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A foreign currency forward exchange contract (a "forward contract") involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the contract date, at a price set at the time of the contract. These contracts may be used to gain exposure to a particular currency or to hedge against the risk of loss due to changing currency exchange rates. Forward contracts to purchase or sell a foreign currency may also be used by a Fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected. A forward contract generally has no deposit requirement and no commissions are charged at any stage for trades. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the price at which they are buying and selling various currencies. Although these contracts are intended, when used for hedging purposes, to minimize the risk of loss due to a decline in the value of the hedged currencies, they also tend to limit any potential gain which might result should the value of such currencies increase. Liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, a Fund's foreign currency transactions. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage.

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Foreign currency transactions in which a Fund may engage include foreign currency forward contracts, currency exchange transactions on a spot ( i.e. , cash) basis, put and call options on foreign currencies, and foreign exchange futures contracts.

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To the extent that a Fund invests in foreign securities, it may enter into foreign currency forward contracts in order to increase its return by trading in foreign currencies and/or protect against uncertainty in the level of future foreign currency exchange rates. A Fund may also enter into contracts to purchase foreign currencies to protect against an anticipated rise in the U.S. dollar price of securities it intends to purchase and may enter into contracts to sell foreign currencies to protect against the decline in value of its foreign currency-denominated portfolio securities due to a decline in the value of the foreign currencies against the U.S. dollar. In addition, a Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are correlated.

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Normally, consideration of fair value exchange rates will be incorporated in a longer-term investment decision made with regard to overall diversification strategies. However, the Manager and each Subadvisor believe that it is important to have the flexibility to enter into such forward contracts when they determine that the best interest of a Fund will be served by entering into such a contract. Set forth below are examples of some circumstances in which a Fund might employ a foreign currency transaction. When a Fund enters into, or anticipates entering into, a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction, a Fund will be able to insulate itself from a possible loss resulting from a change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the security is purchased or sold and the date on which payment is made or received, although a Fund would also forego any gain it might have realized had rates moved in the opposite direction. This technique is sometimes referred to as a "settlement" hedge or "transaction" hedge.

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Another example is when the Manager or Subadvisor believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of a Fund's portfolio securities denominated in such foreign currency. Such a hedge (sometimes referred to as a "position" hedge) will tend to offset both positive and negative currency fluctuations, but will not offset changes in security values caused by other factors. The Fund also may hedge the same position by using another currency (or a basket of currencies) expected to perform in a manner substantially similar to the hedged currency, which may be less costly than a direct hedge. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated. A proxy hedge entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired, as proxies, and the relationship can be very unstable at times. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. With respect to positions that constitute "transaction" or "position" hedges (including "proxy" hedges), a Fund will not enter into forward contracts to sell currency or maintain a net exposure to such contracts if the consummation of such contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund's portfolio securities or other assets denominated in that currency (or the related currency, in the case of a "proxy" hedge).

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A Fund also may enter into forward contracts to shift its investment exposure from one currency into another currency that is expected to perform inversely with respect to the hedged currency relative to the U.S. dollar. This type of strategy, sometimes known as a "cross-currency" hedge, will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if a Fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. "Cross-currency" hedges protect against losses resulting from a decline in the hedged currency but will cause a Fund to assume the risk of fluctuations in the value of the currency it purchases.

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A Fund may also enter into currency transactions to profit from changing exchange rates based upon the Manager's or Subadvisor's assessment of likely exchange rate movements. These transactions will not necessarily hedge existing or anticipated holdings of foreign securities and may result in a loss if the Manager's or Subadvisor's currency assessment is incorrect.

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At the consummation of the forward contract, a Fund may either make delivery of the foreign currency or terminate its contractual obligation to deliver the foreign currency by purchasing an offsetting contract obligating it to purchase at the same maturity date the same amount of such foreign currency. If a Fund chooses to make delivery of the foreign currency, it may be required to obtain such currency for delivery through the sale of portfolio securities denominated in such currency or through conversion of other assets of the Fund into such currency. If a Fund engages in an offsetting transaction, the Fund will realize a gain or a loss to the extent that there has been a change in forward contract prices. Closing purchase transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract. A Fund will only enter into such a forward contract if it is expected that there will be a liquid market in which to close out the contract. However, there can be no assurance that a liquid market will exist in which to close a forward contract, in which case a Fund may suffer a loss.

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When a Fund has sold a foreign currency, a similar process would be followed at the consummation of the forward contract. Of course, a Fund is not required to enter into such transactions with regard to its foreign currency-denominated securities and will not do so unless deemed appropriate by the Manager or Subadvisor. A Fund generally will not enter into a forward contract with a term of greater than one year.

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In cases of transactions which constitute "transaction" or "settlement" hedges or "position" hedges (including "proxy" hedges) or "cross-currency" hedges that involve the purchase and sale of two different foreign currencies directly through the same foreign currency contract, a Fund may deem its forward currency hedge position to be covered by underlying portfolio securities or may maintain liquid assets in an amount at least equal in value to the Fund's sum of the unrealized gain and loss for each contract. As with forward contracts, liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, a Fund's forward contracts. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage. In the case of "anticipatory" hedges and "cross-currency" hedges that involve the purchase and sale of two different foreign currencies indirectly through separate forward currency contracts, a Fund will maintain liquid assets as described above.

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With respect to futures contracts and forwards contracts that are contractually required to cash-settle, a Fund is permitted to set aside liquid assets in an amount equal to the Fund's daily marked-to-market net obligations ( i.e. , the Fund's daily net liability) under the contracts, if any, rather than such contracts' full notional value, for senior security purposes. The portion of a Fund's assets invested in futures and forward contracts that are required to cash-settle and in those that do not will vary from time to time, so the Fund's asset segregation requirements will vary accordingly. The Funds reserve the right to modify their asset segregation policies in the future, including modifications to comply with any changes in the positions from time to time articulated by the SEC or its staff regarding asset segregation.

The Manager and Subadvisors believe that active currency management strategies can be employed as an overall portfolio risk management tool. For example, in their view, foreign currency management can provide overall portfolio risk diversification when combined with a portfolio of foreign securities, and the market risks of investing in specific foreign markets can at times be reduced by currency strategies that may not involve the currency in which the foreign security is denominated. However, the use of currency management strategies to protect the value of a Fund's portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities.

While a Fund may enter into forward contracts to reduce currency exchange risks, changes in currency exchange rates may result in poorer overall performance for the Fund than if it had not engaged in such transactions. Exchange rate movements can be large, depending on the currency, and can last for extended periods of time, affecting the value of a Fund's assets. Moreover, there may be an imperfect correlation between a Fund's portfolio holdings of securities denominated in a particular currency and forward contracts entered into by the Fund. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to the risk of currency exchange loss.

The Funds cannot assure that their use of currency management will always be successful. Successful use of currency management strategies will depend on the Manager's or Subadvisor's skill in analyzing currency values. Currency management strategies may substantially change a Fund's investment exposure to changes in currency exchange rates and could result in losses to a Fund if currencies do not perform as the Manager or Subadvisor anticipates. For example, if a currency's value rose at a time when the Manager or Subadvisor had hedged a Fund by selling that currency in exchange for dollars, a Fund would not participate in the currency's appreciation. If the Manager or Subadvisor hedges currency exposure through proxy hedges, a Fund could realize currency losses from both the hedge and the security position if the two currencies do not move in tandem. Similarly, if the Manager or Subadvisor increases a Fund's exposure to a foreign currency and that currency's value declines, a Fund will realize a loss. There is no assurance that the Manager's or Subadvisor's use of currency management strategies will be advantageous to a Fund or that it will hedge at appropriate times. The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if the Manager's or Subadvisor's predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks, and may leave a Fund in a less advantageous position than if such a hedge had not been established. Because foreign currency forward contracts are privately negotiated transactions, there can be no assurance that a Fund will have flexibility to roll-over a foreign currency forward contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder. A Fund may hold a portion of its assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

FOREIGN GOVERNMENT AND SUPRANATIONAL ENTITY SECURITIES

A Fund may invest in debt securities or obligations of foreign governments, agencies, and supranational organizations ("Sovereign Debt"). A Fund's portfolio may include government securities of a number of foreign countries or, depending upon market conditions, those of a single country. Investments in Sovereign Debt can involve greater risks than investing in U.S. government securities. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited legal recourse in the event of default.

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The Manager's or Subadvisor's determination that a particular country should be considered stable depends on its evaluation of political and economic developments affecting the country as well as recent experience in the markets for government securities of the country. Examples of foreign governments which the Manager or Subadvisors currently consider to be stable, among others, are the governments of Canada, Germany, Japan, Sweden and the United Kingdom. The Manager or Subadvisors do not believe that the credit risk inherent in the Sovereign Debt of such stable foreign governments is significantly greater than that of U.S. government securities. The percentage of a Fund's assets invested in foreign government securities will vary depending on the relative yields of such securities, the economies of the countries in which the investments are made and such countries' financial markets, the interest rate climate of such countries and the relationship of such countries' currencies to the U.S. dollar. Currency is judged on the basis of fundamental economic criteria ( e.g ., relative inflation levels and trends, growth rate forecasts, balance of payments status and economic policies) as well as technical and political data.

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Debt securities of "quasi-governmental entities" are issued by entities owned by either a national, state or equivalent government or are obligations of a political unit that is not backed by the national government's full faith and credit and general taxing powers. Examples of quasi-governmental issuers include, among others, the Province of Ontario and the City of Stockholm. A Fund's portfolio may also include debt securities denominated in European Currency Units of an issuer in a country in which the Fund may invest. A European Currency Unit represents specified amounts of the currencies of certain member states of the European Union.

A "supranational entity" is an entity established or financially supported by the governments of several countries to promote reconstruction, economic development or trade. Examples of supranational entities include the World Bank (International Bank for Reconstruction and Development), the European Investment Bank, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank and the European Coal and Steel Community. Typically, the governmental members, or "stockholders," make initial capital contributions to the supranational entity and may be committed to make additional contributions if the supranational entity is unable to repay its borrowings. There is no guarantee that one or more stockholders of a supranational entity will continue to make any necessary additional capital contributions or otherwise provide continued financial backing to the supranational entity. If such contributions or financial backing are not made, the entity may be unable to pay interest or repay principal on its debt securities. As a result, a Fund might lose money on such investments. In addition, if the securities of a supranational entity are denominated in a foreign currency, the obligations also will bear the risks of foreign currency investments. Securities issued by supranational entities may (or may not) constitute foreign securities for purposes of the Funds depending on a number of factors, including the countries that are members of the entity, the location of the primary office of the entity, the obligations of the members, the markets in which the securities trade, and whether, and to what extent, the performance of the securities is tied closely to the political or economic developments of a particular country or geographic region.

The occurrence of political, social or diplomatic changes in one or more of the countries issuing Sovereign Debt could adversely affect a Fund's investments. Political changes or a deterioration of a country's domestic economy or balance of trade may affect the willingness of countries to service their Sovereign Debt. While the Manager and Subadvisors intend to manage the Funds' portfolios in a manner that will minimize the exposure to such risks, there can be no assurance that adverse political changes will not cause a Fund to suffer a loss of interest or principal on any of its holdings.

FOREIGN INDEX-LINKED INSTRUMENTS

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A Fund may invest, subject to compliance with its limitations applicable to its investment in debt securities, in instruments which have the investment characteristics of particular securities, securities indices, futures contracts or currencies. Such instruments may take a variety of forms, such as debt instruments with interest or principal payments determined by reference to the value of a currency or commodity at a future point in time. For example, a Fund may invest in instruments issued by the U.S. or a foreign government or by private issuers that return principal and/or pay interest to investors in amounts which are linked to the level of a particular foreign index ("foreign index-linked instruments"). Foreign index-linked instruments have the investment characteristics of particular securities, securities indices, futures contracts or currencies. Such instruments may take a variety of forms, such as debt instruments with interest or principal payments determined by reference to the value of a currency or commodity at a future point in time.

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A foreign index-linked instrument may be based upon the exchange rate of a particular currency or currencies or the differential between two currencies, or the level of interest rates in a particular country or countries, or the differential in interest rates between particular countries. In the case of foreign index-linked instruments linking the interest component to a foreign index, the amount of interest payable will adjust periodically in response to changes in the level of the foreign index during the term of the foreign index-linked instrument. The risks of such investments would reflect the risks of investing in the index or other instrument the performance of which determines the return for the instrument. Currency-indexed securities may be positively or negatively indexed, meaning their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

FOREIGN SECURITIES

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A Fund may invest in U.S. dollar-denominated and non-U.S. dollar-denominated foreign debt and equity securities and in CDs issued by foreign banks and foreign branches of U.S. banks. Under current SEC rules relating to the use of the amortized cost method of portfolio securities valuation, the Money Market Funds are restricted to purchasing U.S. dollar denominated securities, but are not otherwise precluded from purchasing securities of foreign issuers. Securities of issuers within a given country may be denominated in the currency of another country. Each Fund may define "foreign securities" differently but, unless otherwise defined, foreign securities are generally those securities issued by companies organized outside the U.S. and, in the case of equity securities, that trade primarily in markets outside the U.S. These foreign securities can be subject to most, if not all, of the risks of foreign investing.

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Investors should carefully consider the appropriateness of foreign investing in light of their financial objectives and goals. While foreign markets may present unique investment opportunities, foreign investing involves risks not associated with domestic investing. In many foreign countries, there is less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies than in the United States. Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Securities denominated in foreign currencies may gain or lose value as a result of fluctuating currency exchange rates. Securities markets in other countries are not always as efficient as those in the U.S. and are sometimes less liquid and more volatile. If foreign securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities. Foreign securities transactions may be subject to higher brokerage and custodial costs than domestic securities transactions.

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To the extent permitted by its investment objectives and policies, each Fund's investments in foreign securities will primarily be in securities of established issuers based in developed foreign countries. Certain Funds may also invest in securities of issuers in emerging markets, including issuers in Asia (including Russia), Eastern Europe, Central and South America, the Middle East and Africa. Securities markets of emerging countries may also have less efficient clearance and settlement procedures than U.S. markets, making it difficult to conduct and complete transactions. Delays in the settlement could result in temporary periods when a portion of a Fund's assets is uninvested and no return is earned thereon. Inability to make intended security purchases could cause a Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities could result either in losses to a Fund due to subsequent declines in value of the portfolio security or, if a Fund has entered into a contract to sell the security, could result in possible liability of a Fund to the purchaser. Other risks involved in investing in the securities of foreign issuers include differences in accounting, auditing and financial reporting standards; limited publicly available information; the difficulty of assessing economic trends in foreign countries; generally higher commission rates on foreign portfolio transactions; the possibility of nationalization, expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations (which may include suspension of the ability to transfer currency from a country); government interference, including government ownership of companies in certain sectors, wage and price controls, or imposition of trade barriers and other protectionist measures; difficulties in invoking legal process abroad and enforcing contractual obligations; political, social or economic instability which could affect U.S. investments in foreign countries; and potential restrictions on the flow of international capital. Additionally, foreign securities and dividends and interest payable on those securities may be subject to foreign taxes, including foreign withholding taxes, and other foreign taxes may apply with respect to securities transactions. Additional costs associated with an investment in foreign securities may include higher transaction, custody and foreign currency conversion costs. In the event of litigation relating to a portfolio investment, the Funds may encounter substantial difficulties in obtaining and enforcing judgments against non-U.S. resident individuals and companies.

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Some securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to U.S.- dollar-denominated securities traded in U.S. securities markets.

Investment in countries with emerging markets presents risks in greater degree than, and in addition to, those presented by investment in foreign issuers in general. Countries with developing markets have economic structures that are less mature. Furthermore, countries with developing markets have less stable political systems and may have high inflation, rapidly changing interest and currency exchange rates, and their securities markets are substantially less developed. The economies of countries with developing markets generally are heavily dependent upon international trade, and, accordingly, have been and may continue to be adversely affected by barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures in the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.

FUTURES TRANSACTIONS

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A futures contract is an agreement to buy or sell a security or currency (or to deliver a final cash settlement price in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract), for a set price at a future date. When interest rates are changing and portfolio values are falling, futures contracts can offset a decline in the value of a Fund's current portfolio securities. When interest rates are changing and portfolio values are rising, the purchase of futures contracts can secure better effective rates or purchase prices for the Fund than might later be available in the market when the Fund makes anticipated purchases. See "Derivative Instruments -- General Discussion" for more information. For a discussion on Currency Futures, please see "Foreign Currency Transactions (Forward Contracts)" in this section.

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In the United States, futures contracts are traded on boards of trade that have been designated as "contract markets" or registered as derivatives transaction execution facilities by the Commodity Futures Trading Commission ("CFTC"). Futures contracts generally trade on these markets through an "open outcry" auction on the exchange floor or through competitive trading on an electronic trading system. Currently, there are futures contracts based on a variety of instruments, indices and currencies, including long-term U.S. Treasury bonds, Treasury notes, GNMA certificates, three-month U.S. Treasury bills, three-month domestic bank CDs, municipal bond indices, individual equity securities and various stock indices. Subject to compliance with applicable CFTC rules, the Funds also may enter into futures contracts traded on foreign futures exchanges such as those located in Frankfurt, Tokyo, London or Paris as long as trading on foreign futures exchanges does not subject a Fund to risks that are materially greater than the risks associated with trading on U.S. exchanges.

Positions taken in the futures markets are not normally held until delivery or final cash settlement is required, but are instead liquidated through offsetting transactions, which may result in a gain or a loss. While futures positions taken by a Fund will usually be liquidated in this manner, the Fund may instead make or take delivery of underlying securities or currencies whenever it appears economically advantageous to the Fund to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing-out transactions and guarantees that as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets ("initial margin") as a partial guarantee of its performance under the contract. The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

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A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day, as the value of the security, currency or index fluctuates, a Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking-to-market." Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily NAV per share, each Fund will mark-to-market its open futures positions. Moreover, each Fund will maintain sufficient liquid assets to cover its obligations under open futures contracts.

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The MainStay Group of Funds has filed notices of eligibility under Regulation 4.5 of the CFTC such that none of the Funds shall be: (i) deemed to be a "commodity pool operator" under the Commodity Exchange Act ("CEA") or (ii) subject to registration or regulation under the CEA.

Futures on Debt Securities. Bond prices are established in both the cash market and the futures market. In the cash market, bonds are purchased and sold with payment for the full purchase price of the bond being made in cash, generally within five business days after the trade. In the futures market, only a contract is made to purchase or sell a bond in the future for a set price on a certain date. Historically, the prices for bonds established in the futures markets have tended to move generally in the aggregate in concert with the cash market prices and have maintained fairly predictable relationships.

Accordingly, a Fund may purchase and sell futures contracts on debt securities and on indices of debt securities in order to hedge against anticipated changes in interest rates that might otherwise have an adverse effect upon the value of a Fund's securities. A Fund may also enter into such futures contracts as a substitute for the purchase of longer-term securities to lengthen or shorten the average maturity or duration of the Fund's portfolio, and for other appropriate risk management, income enhancement and investment purposes.

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For example, a Fund may take a "short" position in the futures market by selling contracts for the future delivery of debt securities held by the Fund (or securities having characteristics similar to those held by the Fund) in order to hedge against an anticipated rise in interest rates that would adversely affect the value of the Fund's investment portfolio. When hedging of this character is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On other occasions, a Fund may take a "long" position by purchasing futures on debt securities. This would be done, for example, when the Fund intends to purchase particular securities and it has the necessary cash, but expects the rate of return available in the securities markets at that time to be less favorable than rates currently available in the futures markets. If the anticipated rise in the price of the securities should occur (with its concomitant reduction in yield), the increased cost to a Fund of purchasing the securities will be offset, at least to some extent, by the rise in the value of the futures position taken in anticipation of the subsequent securities purchase. A Fund could accomplish similar results by selling securities with long maturities and investing in securities with short maturities when interest rates are expected to increase, or by buying securities with long maturities and selling securities with short maturities when interest rates are expected to decline. However, by using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish the same result more easily and more quickly.

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Depending upon the types of futures contracts that are available to hedge a Fund's portfolio of securities or portion of a portfolio, perfect correlation between that Fund's futures positions and portfolio positions may be difficult to achieve. Futures contracts do not exist for all types of securities and markets for futures contracts that do exist may, for a variety of reasons, be illiquid at particular times when a Fund might wish to buy or sell a futures contract.

Open futures positions on debt securities will be valued at the most recent settlement price, unless such price does not appear to the Manager or Subadvisors to reflect the fair value of the contract, in which case the positions will be valued by or under the direction of the Board.

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Securities Index Futures. A securities index futures contract is an agreement in which one party agrees to deliver to the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific securities index at the close of the last trading day of the contract and the price at which the agreement is made. A securities index futures contract does not require the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract's expiration date a final cash settlement occurs and the futures positions are simply closed out. Changes in the market value of a particular securities index futures contract reflect changes in the specified index of equity securities on which the contract is based. A securities index is designed to reflect overall price trends in the market for equity securities.

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A Fund may purchase and sell securities index futures to hedge the equity portion of its investment portfolio with regard to market (systematic) risk (involving the market's assessment of overall economic prospects), as distinguished from stock-specific risk (involving the market's evaluation of the merits of the issuer of a particular security) or to gain market exposure to that portion of the market represented by the futures contracts. The Funds may enter into securities index futures to the extent that they have equity securities in their portfolios. Similarly, the Funds may enter into futures on debt securities indices (including the municipal bond index) to the extent they have debt securities in their portfolios. In addition, to the extent that it invests in foreign securities, and subject to any applicable restriction on the Fund's ability to invest in foreign currencies, each Fund may enter into contracts for the future delivery of foreign currencies to hedge against changes in currency exchange rates.

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By establishing an appropriate "short" position in securities index futures, a Fund may seek to protect the value of its portfolio against an overall decline in the market for securities. Alternatively, in anticipation of a generally rising market, a Fund can seek to avoid losing the benefit of apparently low current prices by establishing a "long" position in securities index futures and later liquidating that position as particular securities are in fact acquired. To the extent that these hedging strategies are successful, a Fund will be affected to a lesser degree by adverse overall market price movements, unrelated to the merits of specific portfolio securities, than would otherwise be the case. A Fund may also purchase futures on debt securities or indices as a substitute for the purchase of longer-term debt securities to lengthen the dollar-weighted average maturity of the Fund's debt portfolio or to gain exposure to particular markets represented by the index.

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Options on Futures. For bona fide hedging, risk management and other appropriate purposes, the Funds also may purchase and write call and put options on futures contracts that are traded on exchanges that are licensed and regulated by the CFTC for the purpose of options trading, or, subject to applicable CFTC rules, on foreign exchanges.

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A "call" option on a futures contract gives the purchaser the right, in return for the premium paid, to purchase a futures contract (assume a "long" position) at a specified exercise price at any time before the option expires. Upon the exercise of a "call," the writer of the option is obligated to sell the futures contract (to deliver a "long" position to the option holder) at the option exercise price, which will presumably be lower than the current market price of the contract in the futures market. The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the underlying securities or the currencies in which such securities are denominated. If the futures price at expiration is below the exercise price, a Fund will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the Fund's holdings of securities or the currencies in which such securities are denominated. The purchase of a call option on a futures contract represents a means of hedging against a market advance affecting securities prices or currency exchange rates when a Fund is not fully invested or of lengthening the average maturity or duration of a Fund's portfolio.

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A "put" option gives the purchaser the right, in return for the premium paid, to sell a futures contract (assume a "short" position), for a specified exercise price at any time before the option expires. Upon exercise of a "put," the writer of the option is obligated to purchase the futures contract (deliver a "short" position to the option holder) at the option exercise price, which will presumably be higher than the current market price of the contract in the futures market. The writing of a put option on a futures contract is analogous to the purchase of a futures contract. For example, if a Fund writes a put option on a futures contract on debt securities related to securities that the Fund expects to acquire and the market price of such securities increases, the net cost to a Fund of the debt securities acquired by it will be reduced by the amount of the option premium received. Of course, if market prices have declined, a Fund's purchase price upon exercise may be greater than the price at which the debt securities might be purchased in the securities market. The purchase of put options on futures contracts is a means of hedging a Fund's portfolio against the risk of rising interest rates, declining securities prices or declining exchange rates for a particular currency.

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When an entity exercises an option and assumes a "long" futures position, in the case of a "call," or a "short" futures position, in the case of a "put," its gain will be credited to its futures margin account, while the loss suffered by the writer of the option will be debited to its account. However, as with the trading of futures, most participants in the options markets do not seek to realize their gains or losses by exercise of their option rights. Instead, the writer or holder of an option will usually realize a gain or loss by buying or selling an offsetting option at a market price that will reflect an increase or a decrease from the premium originally paid.

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Depending on the pricing of the option compared to either the futures contract upon which it is based or upon the price of the underlying securities or currencies, it may or may not be less risky than ownership of the futures contract or underlying securities or currencies. In contrast to a futures transaction, in which only transaction costs are involved, benefits received in an option transaction will be reduced by the amount of the premium paid as well as by transaction costs. In the event of an adverse market movement, however, a Fund will not be subject to a risk of loss on the option transaction beyond the price of the premium it paid plus its transaction costs, and may consequently benefit from a favorable movement in the value of its portfolio securities or the currencies in which such securities are denominated that would have been more completely offset if the hedge had been effected through the use of futures. If a Fund writes options on futures contracts, the Fund will receive a premium but will assume a risk of adverse movement in the price of the underlying futures contract comparable to that involved in holding a futures position. If the option is not exercised, a Fund will realize a gain in the amount of the premium, which may partially offset unfavorable changes in the value of securities held by or to be acquired for the Fund. If the option is exercised, a Fund will incur a loss on the option transaction, which will be reduced by the amount of the premium it has received, but which may partially offset favorable changes in the value of its portfolio securities or the currencies in which such securities are denominated.

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While the holder or writer of an option on a futures contract may normally terminate its position by selling or purchasing an offsetting option of the same series, a Fund's ability to establish and close out options positions at fairly established prices will be subject to the maintenance of a liquid market. The Funds will not purchase or write options on futures contracts unless the market for such options has sufficient liquidity such that the risks associated with such options transactions are not at unacceptable levels.

Coverage of Futures Contracts and Options on Futures Contracts. A Fund may only enter into futures contracts or related options that are standardized and traded on a U.S. or foreign exchange or board of trade, or similar entity, or quoted on an automatic quotation system. The Funds will not enter into futures contracts to the extent that the market value of the contracts exceed 100% of the Fund's net assets.

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When purchasing a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract. Alternatively, a Fund may "cover" its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund.

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When selling a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amount deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the contract. Alternatively, a Fund may "cover" its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Fund's custodian).

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When selling a call option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, a Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund. When selling a put option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) liquid assets that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, a Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Fund.

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The requirements for qualification as a regulated investment company also may limit the extent to which a Fund may enter into futures, options on futures or forward contracts. See "Tax Information."

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Risks Associated with Futures and Options on Futures Contracts. There are several risks associated with the use of futures contracts and options on futures contracts as hedging techniques. There can be no assurance that hedging strategies using futures will be successful. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract, which in some cases may be unlimited. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in a Fund's securities being hedged, even if the hedging vehicle closely correlates with a Fund's investments, such as with single stock futures contracts. If the price of a futures contract changes more than the price of the securities or currencies, a Fund will experience either a loss or a gain on the futures contracts that will not be completely offset by changes in the price of the securities or currencies that are the subject of the hedge. An incorrect correlation could result in a loss on both the hedged securities or currencies and the hedging vehicle so that the portfolio return might have been better had hedging not been attempted. In addition, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and options on securities, including technical influences in futures trading and options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends. It is also possible that, when a Fund has sold single stock futures or stock index futures to hedge its portfolio against a decline in the market, the market may advance while the value of the particular securities held in the Fund's portfolio might decline. If this were to occur, a Fund would incur a loss on the futures contracts and also experience a decline in the value of its portfolio securities. This risk may be magnified for single stock futures transactions, as a Fund's portfolio manager must predict the direction of the price of an individual stock, as opposed to securities prices generally.

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Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

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There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures contract or a futures option position. If no liquid market exists, a Fund would remain obligated to meet margin requirements until the position is closed.

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Also, in the event of the bankruptcy or insolvency of a futures commission merchant that holds margin on behalf of a Fund, the Fund may not be entitled to the return of all the margin owed to the Fund, potentially resulting in a loss.

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In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist. Lack of a liquid market for any reason may prevent a Fund from liquidating an unfavorable position and a Fund would remain obligated to meet margin requirements until the position is closed.

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In addition to the risks that apply to all options transactions, there are several special risks relating to options on futures contracts. The ability to establish and close out positions in such options will be subject to the development and maintenance of a liquid market in the options. It is not certain that such a market will develop. Although the Funds generally will purchase only those options and futures contracts for which there appears to be an active market, there is no assurance that a liquid market on an exchange will exist for any particular option or futures contract at any particular time. In the event no such market exists for particular options, it might not be possible to effect closing transactions in such options with the result that a Fund would have to exercise options it has purchased in order to realize any profit and would be less able to limit its exposure to losses on options it has written.

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HIGH YIELD SECURITIES

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Typically, high yield debt securities (sometimes called "junk bonds") are rated below investment grade by one or more of the rating agencies or, if not rated, are determined to be of comparable quality by the Manager or relevant Subadvisor and are generally considered to be speculative. Investment in lower rated corporate debt securities provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk. These high yield securities are regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments.

Investors should be willing to accept the risk associated with investment in high yield/high risk securities. Investment in high yield/high risk bonds involves special risks in addition to the risks associated with investments in higher rated debt securities. High yield/high risk bonds may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade bonds. The prices of high yield/high risk bonds have been found to be less sensitive to interest-rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments.

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The secondary market on which high yield/high risk bonds are traded may be less liquid than the market for higher grade bonds. Less liquidity in the secondary trading market could adversely affect the price at which a Fund could sell a high yield/high risk bond, and could adversely affect and cause large fluctuations in the Fund's daily NAV. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield/high risk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

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Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield/high risk bonds, especially in a thinly traded market.

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Some high yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring, such as an acquisition, merger, or leveraged buyout. Companies that issue high yield securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high yield securities were once rated as investment-grade but have been downgraded to junk bond status because of financial difficulties experienced by their issuers.

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If the issuer of high yield/high risk bonds defaults, a Fund may incur additional expenses to seek recovery. In the case of high yield/high risk bonds structured as zero coupon or payment-in-kind securities, the market prices of such securities are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities that pay interest periodically and in cash.

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Analysis of the creditworthiness of issuers of high yield/high risk bonds may be more complex than for issuers of higher quality debt securities, and the ability of a Fund to achieve its investment objective may, to the extent of its investment in high yield/high risk bonds, be more dependent upon such creditworthiness analysis than would be the case if the Fund were investing in higher quality bonds. When secondary markets for high yield securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available.

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The use of credit ratings as the sole method for evaluating high yield/high risk bonds also involves certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield/high risk bonds. Also, credit rating agencies may fail to change credit ratings on a timely basis to reflect subsequent events. If a credit rating agency changes the rating of a portfolio security held by a Fund, the Fund may retain the portfolio security if the Manager or Subadvisor, where applicable, deems it in the best interest of the Fund's shareholders. Legislation designed to limit the use of high yield/high risk bonds in corporate transactions may have a material adverse effect on a Fund's NAV per share and investment practices.

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In addition, there may be special tax considerations associated with investing in high yield/high risk bonds structured as zero coupon or payment-in-kind securities. A Fund records the interest on these securities annually as income even though it receives no cash interest until the security's maturity or payment date. In addition, there may be special tax considerations associated with investing in high yield/high risk bonds structured as zero coupon or payment-in-kind securities. Interest on these securities is recorded annually as income even though no cash interest is received until the security's maturity or payment date. As a result, the amounts that have accrued each year are required to be distributed to shareholders and such amounts will be taxable to shareholders. Therefore, a Fund may have to sell some of its assets to distribute cash to shareholders. These actions are likely to reduce the Fund's assets and may thereby increase its expense ratios and decrease its rate of return.

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HYBRID INSTRUMENTS AND OTHER CAPITAL SECURITIES

Hybrid Instruments. A hybrid instrument, or hybrid, is a derivative interest in an issuer that combines the characteristics of an equity security and a debt security. A hybrid may have characteristics that, on the whole, more strongly suggest the existence of a bond, stock or other traditional investment, but may also have prominent features that are normally associated with a different type of investment. For example, a hybrid instrument may have an interest rate or principal amount that is determined by an unrelated indicator, such as the performance of a commodity or a securities index. Moreover, hybrid instruments may be treated as a particular type of investment for one regulatory purpose (such as taxation) and may be simultaneously treated as a different type of investment for a different regulatory purpose (such as securities or commodity regulation). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return and duration management. Because hybrids combine features of two or more traditional investments, and may involve the use of innovative structures, hybrids present risks that may be similar to, different from, or greater than those associated with traditional investments with similar characteristics. Some of these structural features may include, but are not limited to, structural subordination to the claims of senior debt holders, interest payment deferrals under certain conditions, perpetual securities with no final maturity date, and/or maturity extension risk for callable securities should the issuer elect not to redeem the security at a predetermined call date.

Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S.-dollar-denominated bond with a fixed principal amount that pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. There is a risk that, under certain conditions, the redemption value of a hybrid may be zero. Depending on the level of a Fund's investment in hybrids, these risks may cause significant fluctuations in the Fund's NAV. Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds' investments in these products may be subject to limits described below under the heading "Investment Companies."

Other Capital Securities. Other capital securities give issuers flexibility in managing their capital structure. The features associated with these securities are predominately debt like in that they have coupons, pay interest and in most cases have a final stated maturity. There are certain features that give the companies flexibility not commonly found in fixed income securities, which include, but are not limited to, deferral of interest payments under certain conditions and subordination to debt securities in the event of default. However, it should be noted that in an event of default the securities would typically be expected to rank senior to common equity. The deferral of interest payments is generally not an event of default for an extended period of time and the ability of the holders of such instruments to accelerate payment under terms of these instruments is generally more limited than other debt securities.

Trust Preferred Securities. Trust preferred securities are typically issued by corporations, generally in the form of interest bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates.

Trust preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. Trust preferred securities have many of the key characteristics of equity due to their subordinated position in an issuer's capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows.

ILLIQUID SECURITIES

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A Fund may invest in illiquid securities if such purchases at the time thereof would not cause more than 15% of the value of the Fund's net assets (5% of "total assets," as that term is defined in Rule 2a-7 under the 1940 Act, for a Money Market Fund) to be invested in all such illiquid or not readily marketable assets.

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Generally, a security is considered illiquid if it cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. This may include repurchase agreements maturing in more than seven days. Its illiquidity might prevent the sale of such security at a time when the Manager or Subadvisor might wish to sell, and these securities could have the effect of decreasing the overall level of a Fund's liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, requiring a Fund to rely on judgments that may be somewhat subjective in determining value, which could vary from the amount that a Fund could realize upon disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to a Fund. Under the supervision of the Board, the Manager or Subadvisor determines the liquidity of a Fund's investments; in doing so, the Manager or Subadvisor may consider various factors, including (1) the frequency of trades and quotations, (2) the number of dealers and prospective purchasers, (3) the dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades ( e.g. , the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Illiquid securities generally will be valued in such manner, as the Board in good faith deems appropriate to reflect their fair market value.

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INDUSTRIAL DEVELOPMENT AND POLLUTION CONTROL BONDS

Industrial Development Bonds that pay tax-exempt interest are, in most cases, revenue bonds and are issued by, or on behalf of, public authorities to raise money to finance various privately operated facilities for business, manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, and parking. Consequently, the credit quality of these securities depends upon the ability of the user of the facilities financed by the bonds and any guarantor to meet its financial obligations. These bonds are generally not secured by the taxing power of the municipality but are secured by the revenues of the authority derived from payments by the industrial user.

Industrial Development and Pollution Control Bonds, although nominally issued by municipal authorities, are generally not secured by the taxing power of the municipality but are secured by the revenues of the authority derived from payments by the industrial user. Industrial Development Bonds issued after the effective date of the Tax Reform Act of 1986, as well as certain other bonds, are now classified as "private activity bonds." Some, but not all, private activity bonds issued after that date qualify to pay tax-exempt interest.

INITIAL PUBLIC OFFERINGS ("IPOs")

IPOs occur when a company first offers its securities to the public. Although companies can be any age or size at the time of their IPO, they are often smaller and have a limited operating history, which may involve a greater potential for the value of their securities to be impaired following the IPO.

Investors in IPOs can be adversely affected by substantial dilution in the value of their shares, by the issuance of additional shares and by concentration of control in existing management and principal shareholders. In addition, all of the factors that affect stock market performance may have a greater impact on the shares of IPO companies.

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The price of a company's securities may be highly unstable at the time of its IPO and for a period thereafter due to market psychology prevailing at the time of the IPO, the absence of a prior public market, the small number of shares available and limited availability of investor information. As a result of this or other factors, a Fund's Manager or relevant Subadvisor might decide to sell an IPO security more quickly than it would otherwise, which may result in a significant gain or loss and greater transaction costs to the Fund. Any gains from shares held for one year or less may be treated as short-term gains, and be taxable as ordinary income to a Fund's shareholders. In addition, IPO securities may be subject to varying patterns of trading volume and may, at times, be difficult to sell without an unfavorable impact on prevailing prices.

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The effect of an IPO investment can have a magnified impact on a Fund's performance if the Fund's asset base is small. Consequently, IPOs may constitute a significant portion of a Fund's returns particularly when the Fund is small. Since the number of securities issued in an IPO is limited, it is likely that IPO securities will represent a small component of a Fund's assets as it increases in size and therefore have a more limited effect on the Fund's performance.

There can be no assurance that IPOs will continue to be available for a Fund to purchase. The number or quality of IPOs available for purchase by a Fund may vary, decrease or entirely disappear. In some cases, a Fund may not be able to purchase IPOs at the offering price, but may have to purchase the shares in the after-market at a price greatly exceeding the offering price, making it more difficult for the Fund to realize a profit.

INVESTMENT COMPANIES

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A Fund, including the MainStay Funds of Funds, may invest in securities of other investment companies, including closed-end investment companies, ETFs and business development companies, subject to limitations prescribed by the 1940 Act and any applicable investment restrictions described in the Fund's prospectus and SAI. Among other things, the 1940 Act limitations prohibit a Fund from: (1) acquiring more than 3% of the voting shares of an investment company; (2) investing more than 5% of the Fund's total assets in securities of any one investment company; and (3) investing more than 10% of the Fund's total assets in securities of all investment companies. These restrictions do not apply to the MainStay Funds of Funds, and may not apply to certain investments in money market funds. Each Fund indirectly will bear its proportionate share of any management fees and other expenses paid by the investment companies in which the Fund invests in addition to the fees and expenses the Fund bears directly in connection with its own operations. These securities represent interests in professionally managed portfolios that may invest in various types of instruments pursuant to a wide range of investment styles. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve duplicative management and advisory fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or OTC at a premium or a discount to their NAV per share. Others are continuously offered at NAV per share but may also be traded in the secondary market. In addition, no Fund (except the MainStay Funds of Funds) may acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

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LENDING OF PORTFOLIO SECURITIES

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A Fund may lend portfolio securities to certain broker/dealers and institutions to the extent permitted by the 1940 Act, as modified or interpreted by regulatory authorities having jurisdiction, from time to time, in accordance with procedures adopted by the Board. By lending its securities, a Fund attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would belong to the Fund. Such loans must be secured by collateral in cash or U.S. government securities maintained on a current basis in an amount at least equal to 100% of the current market value of the securities loaned. A Fund may call a loan and obtain the securities loaned at any time generally on less than five days' notice. For the duration of a loan, the Fund would continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and would also receive compensation from the investment of the collateral. A Fund would not, however, have the right to vote any securities having voting rights during the existence of the loan, but the Fund would call the loan in anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment. The MainStay Group of Funds, on behalf of certain of the Funds, has entered into an agency agreement with State Street Bank and Trust Company ("State Street"), which acts as the Funds' agent in making loans of portfolio securities, and short-term money market investments of the cash collateral received, subject to the supervision and control of the Manager or Subadvisor, as the case may be.

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As with other extensions of credit, there are risks of delay in recovery of, or even loss of rights in, the collateral should the borrower of the securities fail financially or breach its agreement with a Fund. A Fund also bears the risk that the borrower may fail to return the securities in a timely manner or at all, either because the borrower fails financially or for other reasons. A Fund could experience delays and costs in recovering the loaned securities or in gaining access to and liquidating the collateral, which could result in actual financial loss and which could interfere with portfolio management decisions or the exercise of ownership rights in the loaned securities. However, the loans would be made only to firms deemed by the Manager or Subadvisor or their agent to be creditworthy and when the consideration that can be earned currently from securities loans of this type, justifies the attendant risk. If the Manager or Subadvisor, as the case may be, determines to make securities loans, it is intended that the value of the securities loaned will not exceed 33 1/3% of the value of the total assets of the lending Fund.

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While securities are on loan, each Fund is subject to: the risk that the borrower may default on the loan and that the collateral could be inadequate in the event the borrower defaults; the risk that the earnings on the collateral invested may not be sufficient to pay fees incurred in connection with the loan; the risk that the principal value of the collateral invested may decline and may not be sufficient to pay back the borrower for amount of the collateral posted; the risk that the borrower may use the loaned securities to cover a short sale which may place downward pressure on the market prices of the loaned securities; the risk that return of loaned securities could be delayed and could interfere with portfolio management decisions; and the risk that any efforts to recall the securities for purposes of voting may not be effective.

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Subject to exemptive relief granted to the Funds from certain provisions of the 1940 Act, the Funds, subject to certain conditions and limitations, are permitted to invest cash collateral and uninvested cash in one or more money market funds that are affiliated with the Funds.

LOAN PARTICIPATION INTERESTS

A Fund may invest in participation interests in loans. A Fund's investment in loan participation interests may take the form of participation interests in, or assignments or novations of a corporate loan ("Participation Interests"). The Participation Interests may be acquired from an agent bank, co-lenders or other holders of Participation Interests ("Participants"). In a novation, a Fund would assume all of the rights of the lender in a corporate loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. As an alternative, a Fund may purchase an assignment of all or a portion of a lender's interest in a corporate loan, in which case, the Fund may be required generally to rely on the assigning lender to demand payment and enforce its rights against the borrower, but would otherwise be entitled to all of such lender's rights in the corporate loan.

A Fund also may purchase Participation Interests in a portion of the rights of a lender in a corporate loan. In such a case, the Fund will be entitled to receive payments of principal, interest and fees, if any, but generally will not be entitled to enforce its rights directly against the agent bank or the borrower; rather the Fund must rely on the lending institution for that purpose. A Fund will not act as an agent bank, guarantor or sole negotiator of a structure with respect to a corporate loan.

In a typical corporate loan involving the sale of Participation Interests, the agent bank administers the terms of the corporate loan agreement and is responsible for the collection of principal and interest and fee payments to the credit of all lenders that are parties to the corporate loan agreement. The agent bank in such cases will be qualified under the 1940 Act to serve as a custodian for registered investment companies. A Fund generally will rely on the agent bank or an intermediate Participant to collect its portion of the payments on the corporate loan. The agent bank may monitor the value of the collateral and, if the value of the collateral declines, may take certain action, including accelerating the corporate loan, giving the borrower an opportunity to provide additional collateral or seeking other protection for the benefit of the Participants in the corporate loan, depending on the terms of the corporate loan agreement. Furthermore, unless under the terms of a participation agreement a Fund has direct recourse against the borrower (which is unlikely), a Fund will rely on the agent bank to use appropriate creditor remedies against the borrower. The agent bank also is responsible for monitoring compliance with covenants contained in the corporate loan agreement and for notifying holders of corporate loans of any failures of compliance. Typically, under corporate loan agreements, the agent bank is given discretion in enforcing the corporate loan agreement, and is obligated to follow the terms of the loan agreements and use only the same care it would use in the management of its own property. For these services, the borrower compensates the agent bank. Such compensation may include special fees paid on structuring and funding the corporate loan and other fees paid on a continuing basis.

A financial institution's employment as an agent bank may be terminated in the event that it fails to observe the requisite standard of care, becomes insolvent, or has a receiver, conservator, or similar official appointed for it by the appropriate bank regulatory authority or becomes a debtor in a bankruptcy proceeding. Generally, a successor agent bank will be appointed to replace the terminated bank and assets held by the agent bank under the corporate loan agreement should remain available to holders of corporate loans. If, however, assets held by the agent bank for the benefit of a Fund were determined by an appropriate regulatory authority or court to be subject to the claims of the agent bank's general or secured creditors, the Fund might incur certain costs and delays in realizing payment on a corporate loan, or suffer a loss of principal and/or interest. In situations involving intermediate Participants similar risks may arise.

When a Fund acts as co-lender in connection with Participation Interests or when a Fund acquires a Participation Interest the terms of which provide that the Fund will be in privity of contract with the corporate borrower, the Fund will have direct recourse against the borrower in the event the borrower fails to pay scheduled principal and interest. In all other cases, the Fund will look to the agent bank to enforce appropriate credit remedies against the borrower. In acquiring Participation Interests a Fund's Manager or Subadvisor will conduct analysis and evaluation of the financial condition of each such co-lender and participant to ensure that the Participation Interest meets the Fund's qualitative standards. There is a risk that there may not be a readily available market for Participation Interests and, in some cases, this could result in a Fund disposing of such securities at a substantial discount from face value or holding such security until maturity. When a Fund is required to rely upon a lending institution to pay the Fund principal, interest, and other amounts received by the lending institution for the loan participation, the Fund will treat both the borrower and the lending institution as an "issuer" of the loan participation for purposes of certain investment restrictions pertaining to the diversification and concentration of the Fund's portfolio.

Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate borrower for payment of principal and interest. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund's share price and yield could be adversely affected. Loans that are fully secured offer a Fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower's obligation, or that the collateral can be liquidated.

Each Fund may invest in loan participations with credit quality comparable to that of issuers of its portfolio investments. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness or may pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, a Fund bears a substantial risk of losing the entire amount invested.

Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Manager or Subadvisor believes to be a fair price. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining a Fund's NAV than if that value were based on available market quotations and could result in significant variations in a Fund's daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types of indebtedness develops, the liquidity of these instruments is expected to improve.

Investment in loans through a direct assignment of the financial institution's interests with respect to the loan may involve additional risks to a Fund. For example, if a loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, a Fund will rely on the Manager's or Subadvisor's research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund.

Under the 1940 Act, repurchase agreements are considered to be loans by the purchaser collateralized by the underlying securities. The Manager to a Fund monitors the value of the underlying securities at the time the repurchase agreement is entered into and at all times during the term of the agreement to ensure that its value always equals or exceeds the agreed upon repurchase price to be paid to a Fund. The Manager or Subadvisor, in accordance with procedures established by the Board, also evaluates the creditworthiness and financial responsibility of the banks and brokers or dealers with which a Fund may enter into repurchase agreements.

Floating Rate Loans. Floating rate loans are provided by banks and other financial institutions to large corporate customers. Companies undertake these loans to finance acquisitions, buy-outs, recapitalizations or other leveraged transactions. Typically, these loans are the most senior source of capital in a borrower's capital structure and have certain of the borrower's assets pledged as collateral. The corporation pays interest and principal to the lenders.

A senior loan in which a Fund may invest typically is structured by a group of lenders. This means that the lenders participate in the negotiations with the borrower and in the drafting of the terms of the loan. The group of lenders often consists of commercial and investment banks, thrift institutions, insurance companies, finance companies, mutual funds and other institutional investment vehicles or other financial institutions. One or more of the lenders, referred to as the agent bank, usually administers the loan on behalf of all the lenders.

A Fund may invest in a floating rate loan in one of three ways: (1) it may make a direct investment in the loan by participating as one of the lenders; (2) it may purchase a participation interest; or (3) it may purchase an assignment. Participation interests are interests issued by a lender or other financial institution, which represent a fractional interest in a loan. A Fund may acquire participation interests from a lender or other holders of participation interests. Holders of participation interests are referred to as participants. An assignment represents a portion of a loan previously attributable to a different lender. Unlike a participation interest, a Fund will become a lender for the purposes of the relevant loan agreement by purchasing an assignment.

A Fund may make a direct investment in a floating rate loan pursuant to a primary syndication and initial allocation process ( i.e. , buying an unseasoned loan issue). A purchase can be effected by signing as a direct lender under the loan document or by the purchase of an assignment interest from the underwriting agent shortly after the initial funding on a basis which is consistent with the initial allocation under the syndication process. This is known as buying in the "primary" market. Such an investment is typically made at or about a floating rate loan's "par" value, which is its face value. From time to time, lenders in the primary market will receive an up-front fee for committing to purchase a floating rate loan that is being originated. In such instances, the fee received is reflected on the books of the Fund as a discount to the loan's par value. The discount is then amortized over the life of the loan, which would effectively increase the yield a Fund receives on the investment.

If a Fund purchases an existing assignment of a floating rate loan, or purchases a participation interest in a floating rate loan, it is said to be purchasing in the "secondary" market. Purchases of floating rate loans in the secondary market may take place at, above, or below the par value of a floating rate loan. Purchases above par will effectively reduce the amount of interest being received by the Fund through the amortization of the purchase price premium, whereas purchases below par will effectively increase the amount of interest being received by the Fund through the amortization of the purchase price discount. A Fund may be able to invest in floating rate loans only through participation interests or assignments at certain times when reduced primary investment opportunities in floating rate loans may exist. If a Fund purchases an assignment from a lender, the Fund will generally have direct contractual rights against the borrower in favor of the lenders. On the other hand, if a Fund purchases a participation interest either from a lender or a participant, the Fund typically will have established a direct contractual relationship with the seller of the participation interest, but not with the borrower. Consequently, the Fund is subject to the credit risk of the lender or participant who sold the participation interest to the Fund, in addition to the usual credit risk of the borrower. Therefore, when a Fund invests in floating rate loans through the purchase of participation interests, the Manager must consider the creditworthiness of the agent bank and any lenders and participants interposed between the Fund and a borrower.

Typically, floating rate loans are secured by collateral. However, the value of the collateral may not be sufficient to repay the loan. The collateral may consist of various types of assets or interests including intangible assets. It may include working capital assets, such as accounts receivable or inventory, or tangible fixed assets, such as real property, buildings and equipment. It may include intangible assets, such as trademarks, copyrights and patent rights, or security interests in securities of subsidiaries or affiliates. The borrower's owners may provide additional collateral, typically by pledging their ownership interest in the borrower as collateral for the loan. The borrower under a floating rate loan must comply with various restrictive covenants contained in any floating rate loan agreement between the borrower and the syndicate of lenders. A restrictive covenant is a promise by the borrower to not take certain action that may impair the rights of lenders. These covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to shareholders, provisions requiring the borrower to maintain specific financial ratios or relationships and limits on total debt. In addition, a covenant may require the borrower to prepay the floating rate loan with any excess cash flow. Excess cash flow generally includes net cash flow after scheduled debt service payments and permitted capital expenditures, among other things, as well as the proceeds from asset dispositions or sales of securities. A breach of a covenant (after giving effect to any cure period) in a floating rate loan agreement, which is not waived by the agent bank and the lending syndicate normally, is an event of acceleration. This means that the agent bank has the right to demand immediate repayment in full of the outstanding floating rate loan.

The Manager must determine that the investment is suitable for each Fund based on the Manager's independent credit analysis and industry research. Generally, this means that the Manager has determined that the likelihood that the corporation will meet its obligations is acceptable. In considering investment opportunities, the Manager will conduct extensive due diligence, which may include, without limitation, management meetings; financial analysis; industry research and reference verification from customers, suppliers and rating agencies.

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Floating rate loans feature rates that reset regularly, maintaining a fixed spread over the LIBOR or the prime rates of large money-center banks. The interest rate on the Fund's investment securities generally reset quarterly. During periods in which short-term rates rapidly increase, the Fund's NAV may be affected. Investment in floating rate loans with longer interest rate reset periods or loans with fixed interest rates may also increase fluctuations in a Fund's NAV as a result of changes in interest rates. However, the Fund may attempt to hedge its fixed rate loans against interest rate fluctuations by entering into interest rate swap or other derivative transactions.

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Unfunded Loan Commitments. The Funds may enter into loan commitments that are unfunded at the time of investment. A loan commitment is a written agreement under which the lender (such as a Fund) commits itself to make a loan or loans up to a specified amount within a specified time period. The loan commitment sets out the terms and conditions of the lender's obligation to make the loans. Loan commitments are made pursuant to a term loan, a revolving credit line or a combination thereof. A term loan is typically a loan in a fixed amount that borrowers repay in a scheduled series of repayments or a lump-sum payment at maturity. A revolving credit line allows borrowers to draw down, repay, and reborrow specified amounts on demand. The portion of the amount committed by a lender under a loan commitment that the borrower has not drawn down is referred to as "unfunded." Loan commitments may be traded in the secondary market through dealer desks at large commercial and investment banks. Typically, the Funds enter into fixed commitments on term loans as opposed to revolving credit line arrangements.

Borrowers pay various fees in connection with loans and related commitments. In particular, borrowers may pay a commitment fee to lenders on unfunded portions of loan commitments and/or facility and usage fees, which are designed to compensate lenders in part for having an unfunded loan commitment.

Unfunded loan commitments expose lenders to credit risk—the possibility of loss due to a borrower's inability to meet contractual payment terms. A lender typically is obligated to advance the unfunded amount of a loan commitment at the borrower's request, subject to certain conditions regarding the creditworthiness of the borrower. Borrowers with deteriorating creditworthiness may continue to satisfy their contractual conditions and therefore be eligible to borrow at times when the lender might prefer not to lend. In addition, a lender may have assumptions as to when a borrower may draw on an unfunded loan commitment when the lender enters into the commitment. If the borrower does not draw as expected, the commitment may not prove as attractive an investment as originally anticipated.

Since a Fund with an unfunded loan commitment has a contractual obligation to lend money on short notice, it will maintain liquid assets in an amount at least equal in value to the amount of the unfunded commitments. Liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, the Funds' unfunded loan commitments. The value of the Funds' "senior securities" holdings are marked-to-market daily to ensure proper coverage.

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Each Fund records an investment when the borrower draws down the money and records interest as earned.

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MASTER LIMITED PARTNERSHIPS ("MLPs")

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Certain companies are organized as MLPs in which ownership interests are publicly traded. MLPs often own several properties or businesses (or directly own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, a MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in a MLP) are not involved in the day-to-day management of the partnership. They are allocated income and capital gains associated with the partnership project in accordance with the terms established in the partnership agreement. The risks of investing in a MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be less protections afforded investors in a MLP than investors in a corporation. Additional risks involved with investing in a MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.

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MORTGAGE DOLLAR ROLLS

A mortgage dollar roll ("MDR") is a transaction in which a Fund sells mortgage-related securities ("MBS") from its portfolio to a counterparty from whom it simultaneously agrees to buy a similar security on a delayed delivery basis. A Fund will maintain liquid assets having a value not less than the repurchase price. MDR transactions involve certain risks, including the risk that the MBS returned to the Fund at the end of the roll, while substantially similar, could be inferior to what was initially sold to the counterparty.

MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES

Each Fund may buy mortgage-related and other asset-backed securities. Typically, mortgage-related securities are interests in pools of residential or commercial mortgage loans or leases, including mortgage loans made by S&L institutions, mortgage bankers, commercial banks and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations (see "Mortgage Pass-Through Securities").

Like other fixed-income securities, when interest rates rise, the value of a mortgage-related security generally will decline. However, when interest rates are declining, the value of a mortgage-related security with prepayment features may not increase as much as other fixed-income securities. The value of these securities may be significantly affected by changes in interest rates, the market's perception of issuers and the creditworthiness of the parties involved. The ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Fund's Manager or Subadvisor to forecast interest rates and other economic factors correctly. Some securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. These securities may also be subject to prepayment risk and, if the security has been purchased at a premium, the amount of the premium would be lost in the event of prepayment.

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The Funds, to the extent permitted in the Prospectus, or otherwise limited herein, may also invest in debt securities that are secured with collateral consisting of mortgage-related securities (see "Collateralized Mortgage Obligations"), and in other types of mortgage-related securities. While principal and interest payments on some mortgage-related securities may be guaranteed by the U.S. government, government agencies or other guarantors, the market value of such securities is not guaranteed.

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Generally, a Fund will invest in mortgage-related (or other asset-backed) securities either (1) issued by U.S. government-sponsored corporations such as the GNMA, Federal Home Loan Mortgage Corporation ("FHLMC"), and FNMA, or (2) privately issued securities rated Baa3 or better by Moody's or BBB- or better by S&P or, if not rated, of comparable investment quality as determined by the Fund's investment adviser. In addition, if any mortgage-related (or other asset-backed) security is determined to be illiquid, a Fund will limit its investments in these and other illiquid instruments subject to a Fund's limitation on investments in illiquid securities.

Recently, rating agencies have placed on credit watch or downgraded the ratings previously assigned to a large number of mortgage-related securities (which may include certain of the mortgage-related securities in which certain of the Funds may have invested or may in the future invest), and may continue to do so in the future. If a mortgage-related security in which the Fund is invested is placed on credit watch or downgraded, the value of the security may decline and the Fund may experience losses.

Further, the recent and unprecedented disruption in the residential mortgage-related securities market (and in particular, the "subprime" residential mortgage market), the broader mortgage-related securities market and the asset-backed securities market have resulted in downward price pressures and increasing foreclosures and defaults in residential and commercial real estate. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the mortgage market and a declining real estate market have contributed to increased volatility and diminished expectations for the economy and markets going forward, and have contributed to dramatic declines in the housing market, with falling home prices and increasing foreclosures and unemployment, and significant asset write-downs by financial institutions. The continuation or worsening of this general economic downturn may lead to further declines in income from, or the value of, real estate, including the real estate which secures the mortgage-related securities held by certain of the Funds. Additionally, a lack of credit liquidity and decreases in the value of real property have occurred and may continue to occur or worsen, and potentially prevent borrowers from refinancing their mortgages, which may increase the likelihood of default on their mortgage loans. These economic conditions may also adversely affect the amount of proceeds the holder of a mortgage loan or mortgage-related securities would realize in the event of a foreclosure or other exercise of remedies. Moreover, even if such mortgage-related securities are performing as anticipated, their value in the secondary market may fall or continue to fall as a result of deterioration in general market conditions for such securities or other asset-backed or structured products. Trading activity associated with market indices may also drive spreads on those indices wider than spreads on mortgage-related securities, thereby resulting in a decrease in the value of such mortgage-related securities. Mortgage loans backing non-agency mortgage-related securities are more sensitive to economic factors that could affect the ability of borrowers to pay their obligations under the mortgage loans backing these securities.

These economic conditions may reduce the cash flow that a Fund investing in such mortgage-related securities receives from such securities and increase the incidence and severity of credit events and losses in respect of such securities. In addition, interest rate spreads for mortgage-backed securities have widened and are more volatile when compared to the recent past due to these adverse changes in market conditions. In the event that interest rate spreads for mortgage-related securities continue to widen following the purchase of such assets by a Fund, the market value of such securities is likely to decline and, in the case of a substantial spread widening, could decline by a substantial amount. Furthermore, these adverse changes in market conditions have resulted in a severe liquidity crisis in the market for mortgage-backed securities (including the mortgage-related securities in which certain of the Funds may invest) and increasing unwillingness by banks, financial institutions and investors to extend credit to servicers, originators and other participants in the mortgage-related securities market for these securities and other asset-backed securities. As a result, the liquidity and/or the market value of any mortgage-related securities that are owned by a Fund may experience further declines after they are purchased by such Fund.

The recent rise in the rate of foreclosures of properties has resulted in legislative, regulatory and enforcement actions seeking to prevent or restrict foreclosures. Actions have also been brought against issuers and underwriters of residential mortgage-backed securities collateralized by such residential mortgage loans and investors in such residential mortgage-backed securities. Future legislative or regulatory initiatives by federal, state or local legislative bodies or administrative agencies, if enacted or adopted, could delay foreclosure or the exercise of other remedies, provide new defenses to foreclosure, or otherwise impair the ability of the loan servicer to foreclose or realize on a defaulted residential mortgage loan included in a pool of residential mortgage loans backing such residential mortgage-backed securities. The nature or extent of any future limitations on foreclosure or exercise of other remedies that may be enacted is uncertain. Governmental actions that interfere with the foreclosure process, for example, could increase the costs of such foreclosures or exercise of other remedies, delay the timing or reduce the amount of recoveries on defaulted residential mortgage loans and securities backed by such residential mortgage loans owned by a Fund, and could adversely affect the yields on the mortgage-related securities owned by the Funds and could have the effect of reducing returns to the Funds that have invested in mortgage-related securities collateralized by these residential mortgage loans.

In addition, the U.S. Government, including the Federal Reserve, the Treasury, and other governmental and regulatory bodies have recently taken or are considering taking actions to address the financial crisis, including initiatives to limit large-scale losses associated with mortgage-related securities held on the books of certain U.S. financial institutions and to support the credit markets generally. The impact that such actions could have on any of the mortgage-related securities held by the Funds is unknown.

Mortgage Pass-Through Securities. The Funds may invest in mortgage pass-through securities. Mortgage pass-through securities are interests in pools of mortgage-related securities. Unlike interests in other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with the payment of principal being made at maturity or specified call dates, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on their residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying residential property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage-related securities (such as securities issued by GNMA) are described as "modified pass-through." These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment. Some mortgage pass-through certificates may include securities backed by adjustable-rate mortgages that bear interest at a rate that will be adjusted periodically.

Early repayment of principal on mortgage pass-through securities (arising from prepayments of principal due to sale of the underlying property, refinancing, or foreclosure, net of fees and costs that may be incurred) may expose a Fund to a lower rate of return upon reinvestment of principal. Also, if a security subject to prepayment has been purchased at a premium, in the event of prepayment, the value of the premium would be lost. Reinvestments of prepayments may occur at lower interest rates than the original investment, thus adversely affecting a Fund's yield. Prepayments may cause the yield of a mortgage-backed security to differ from what was assumed when a Fund purchased the security. Prepayments at a slower rate than expected may lengthen the effective life of a mortgage-backed security. The value of securities with longer effective lives generally fluctuates more widely in response to changes in interest rates than the value of securities with shorter effective lives.

Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. government (in the case of securities guaranteed by GNMA); or guaranteed by agencies or instrumentalities of the U.S. government (in the case of securities guaranteed by FNMA or FHLMC), which are supported only by the discretionary authority of the U.S. government to purchase the agency's obligations. Mortgage pass-through securities created by nongovernmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers, or the mortgage poolers.

Historically, FNMA and FHLMC were government-sponsored corporations owned entirely by private stockholders. However, in September 2008, in response to concerns regarding the safety and soundness of FNMA and FHLMC, the U.S. Treasury announced that FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance Agency ("FHFA"), a newly created independent regulator. While FNMA and FHLMC continue to be owned entirely by private shareholders, under the conservatorship, the FHFA has taken over powers formerly held by each entity's shareholders, directors, and officers. In addition to placing the companies in conservatorship, the U.S. Treasury announced additional steps that it intended to take with respect to FNMA and FHLMC in order to support the conservatorship, although some steps have since ended. No assurance can be given that these initiatives will be successful in preserving the safety and soundness of FNMA and FHLMC or ensuring their continued viability.

GNMA Certificates . The principal governmental guarantor of mortgage-related securities is the GNMA. GNMA is a wholly owned U.S. government corporation within the U.S. Department of Housing and Urban Development ("HUD"). GNMA is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as S&Ls, commercial banks and mortgage bankers) and backed by pools of FHA-insured or Veterans Administration-guaranteed mortgages. In order to meet its obligations under such guarantee, GNMA is authorized to borrow from the U.S. Treasury with no limitations as to amount. GNMA Certificates differ from typical bonds because principal is repaid monthly over the term of the loan rather than returned in a lump sum at maturity. Although GNMA guarantees timely payment even if homeowners delay or default, tracking the ""pass-through" payments may, at times, be difficult. Expected payments may be delayed due to the delays in registering the newly traded paper securities. The custodian's policies for crediting missed payments while errant receipts are tracked down may vary.

Government-related guarantors ( i.e. , not backed by the full faith and credit of the U.S. government) include the FNMA and FHLMC. FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by HUD and acts as a government instrumentality under authority granted by Congress. FNMA purchases conventional ( i.e. , not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers that includes state and federally chartered S&Ls, mutual savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. government. FNMA is authorized to borrow from the U.S. Treasury to meet its obligations.

FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and is now owned entirely by private stockholders. FHLMC issues Participation Certificates ("PCs") that represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and collection of principal, but PCs are not backed by the full faith and credit of the U.S. government.

If either fixed or variable rate pass-through securities issued by the U.S. government or its agencies or instrumentalities are developed in the future, the Funds reserve the right to invest in them.

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Although the mortgage loans in the pool underlying a GNMA certificate will have maturities of up to 30 years, the actual average life of a GNMA certificate typically will be substantially less because the mortgages will be subject to normal principal amortization and may be prepaid prior to maturity.

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Private Mortgage Pass-Through Securities . Commercial banks, S&Ls, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets a Fund's investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Fund may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, the Fund's Manager or Subadvisor determines that the securities meet the Fund's quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable. A Fund may purchase mortgage-related securities or any other assets that, in the opinion of the Fund's Manager or Subadvisor, are illiquid, subject to a Fund's limitation on investments in illiquid securities.

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Collateralized Mortgage Obligations ("CMOs") . A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA, and their income streams. CMOs may offer a higher yield than U.S. government securities, but they may also be subject to greater price fluctuation and credit risk. In addition, CMOs typically will be issued in a variety of classes or series, which have different maturities and are retired in sequence. Privately issued CMOs are not government securities nor are they supported in any way by any governmental agency or instrumentality. In the event of a default by an issuer of a CMO, there is no assurance that the collateral securing such CMO will be sufficient to pay principal and interest. It is possible that there will be limited opportunities for trading CMOs in the OTC market, the depth and liquidity of which will vary from time to time.

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CMOs are typically structured into multiple classes or series, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

For example, if it is probable that the issuer of an instrument will take advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will probably be called, refunded, or redeemed may be considered to be its maturity date. Also, the maturities of mortgage securities, including collateralized mortgage obligations, and some asset-backed securities are determined on a weighted average life basis, which is the average time for principal to be repaid. For a mortgage security, this average time is calculated by estimating the timing of principal payments, including unscheduled prepayments, during the life of the mortgage. The weighted average life of these securities is likely to be substantially shorter than their stated final maturity.

An obligation's maturity is typically determined on a stated final maturity basis, although there are some exceptions to this rule. Dollar-weighted average maturity is derived by multiplying the value of each investment by the time remaining to its maturity, adding these calculations, and then dividing the total by the value of a Fund's portfolio holdings. In a typical CMO transaction, a corporation ("issuer") issues multiple series ( e.g. , A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates ("Collateral"). The Collateral is pledged to a third-party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bonds currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or S&Ls) to borrow against their loan portfolios.

The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (that is, the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.

FHLMC Collateralized Mortgage Obligations ("FHLMC CMOs") . FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates that are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the FHLMC CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMC's mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the "pass-through" nature of all principal payments received on the collateral pool in excess of FHLMC's minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.

If collection of principal (including prepayments) on the mortgage loans during any semi-annual payment period is not sufficient to meet FHLMC's minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.

Criteria for the mortgage loans in the pool backing the CMOs are identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in the event of delinquencies and/or defaults.

Other Mortgage-Related Securities . Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including CMO residuals or stripped mortgage-backed securities, and may be structured in classes with rights to receive varying proportions of principal and interest. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including S&Ls, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.

The Funds' Manager or Subadvisors expect that governmental, government-related or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage-collateralized investments in addition to those described above. The mortgages underlying these securities may include alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed rate mortgages. As new types of mortgage-related securities are developed and offered to investors, a Fund's Manager or Subadvisor will, consistent with the Fund's investment objectives, policies and quality standards, consider making investments in such new types of mortgage-related securities.

CMO Residuals . CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including S&Ls, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only class of stripped mortgage-backed securities. See "Stripped Mortgage-Backed Securities." In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances, a portfolio may fail to recoup fully its initial investment in a CMO residual.

CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has only very recently developed and CMO residuals currently may not have the liquidity of other more established securities trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may or, pursuant to an exemption therefrom, may not have been registered under the 1933 Act. CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability, and may be deemed "illiquid" and subject to a Fund's limitations on investment in illiquid securities.

Under certain circumstances, a Fund's investment in residual interests in "real estate mortgage investment conduits" ("REMICs") may cause shareholders of that Fund to be deemed to have taxable income in addition to their Fund dividends and distributions and such income may not be eligible to be reduced for tax purposes by certain deductible amounts, including net operating loss deductions. In addition, in some cases, the Fund may be required to pay taxes on certain amounts deemed to be earned from a REMIC residual. Prospective investors may wish to consult their tax advisors regarding REMIC residual investments by a Fund.

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CMOs and REMICs may offer a higher yield than U.S. government securities, but they may also be subject to greater price fluctuation and credit risk. In addition, CMOs and REMICs typically will be issued in a variety of classes or series, which have different maturities and are retired in sequence. Privately issued CMOs and REMICs are not government securities nor are they supported in any way by any governmental agency or instrumentality. In the event of a default by an issuer of a CMO or a REMIC, there is no assurance that the collateral securing such CMO or REMIC will be sufficient to pay principal and interest. It is possible that there will be limited opportunities for trading CMOs and REMICs in the OTC market, the depth and liquidity of which will vary from time to time. Holders of "residual" interests in REMICs (including the Funds) could be required to recognize potential phantom income, as could shareholders (including unrelated business taxable income for tax-exempt shareholders) of funds that hold such interests. The Funds will consider this rule in determining whether to invest in residual interests.

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Stripped Mortgage-Backed Securities ("SMBS"). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including S&Ls, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest only or "IO" class), while the other class will receive all of the principal (the principal-only or "PO" class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund's yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.

Although SMBS are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed "illiquid" and subject to a Fund's limitations on investment in illiquid securities.

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Risks Associated with Mortgage-Backed Securities . As in the case with other fixed income securities, when interest rates rise, the value of a mortgage-backed security generally will decline; however, when interest rates are declining, the value of mortgage-backed securities with prepayment features may not increase as much as other fixed income securities. The value of some mortgage-backed securities in which the Funds may invest may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of the Funds, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Manager or the Subadvisor to forecast interest rates and other economic factors correctly. If the Manager or the Subadvisor incorrectly forecasts such factors and has taken a position in mortgage-backed securities that is or becomes contrary to prevailing market trends, the Funds could be exposed to the risk of a loss.

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Investment in mortgage-backed securities poses several risks, including prepayment, extension market, and credit risk. Prepayment risk reflects the chance that borrowers may prepay their mortgages faster than expected, thereby affecting the investment's average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise their prepayment options at a time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the average life of the mortgage-backed security. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.

Market risk reflects the chance that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and a Fund invested in such securities and wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.

Credit risk reflects the chance that a Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions.

To the extent that mortgages underlying a mortgage-related security are so-called "subprime mortgages" ( i.e., mortgages granted to borrowers whose credit history is not sufficient to obtain a conventional mortgage), the risk of default is higher. Subprime mortgages also have higher serious delinquency rates than prime loans. The downturn in the subprime mortgage lending market may have far-reaching consequences into various aspects of the financials sector, and consequently, the value of a Fund may decline in response to such developments.

Other Asset-Backed Securities . The Funds' Manager and Subadvisors expect that other asset-backed securities (unrelated to mortgage loans) will be offered to investors in the future. Several types of asset-backed securities have already been offered to investors, including credit card receivables and Certificates for Automobile Receivables (SM)
("CARs (SM) "). CARs (SM) represent undivided fractional interests in a trust ("trust") whose assets consist of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing the contracts. Payments of principal and interest on CARs (SM) are passed-through monthly to certificate holders, and are guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust.

An investor's return on CARs SM may be affected by early prepayment of principal on the underlying vehicle sales contracts. If the letter of credit is exhausted, the trust may be prevented from realizing the full amount due on a sales contract because of state law requirements and restrictions relating to foreclosure sales of vehicles and the obtaining of deficiency judgments following such sales or because of depreciation, damage or loss of a vehicle, the application of Federal and state bankruptcy and insolvency laws, or other factors. As a result, certificate holders may experience delays in payments or losses if the letter of credit is exhausted.

If consistent with a Fund's investment objective and policies, and, in the case of a money market fund, the requirements of Rule 2a-7, a Fund also may invest in other types of asset-backed securities. Certain asset-backed securities may present the same types of risks that may be associated with mortgage-backed securities.

MUNICIPAL SECURITIES

A Fund may purchase municipal securities. Municipal securities generally are understood to include debt obligations of state and local governments, agencies and authorities. Municipal securities, which may be issued in various forms, including bonds and notes, are issued to obtain funds for various public purposes.

Municipal bonds are debt obligations issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities (collectively, "municipalities"). Typically, the interest payable on municipal bonds is, in the opinion of bond counsel to the issuer at the time of issuance, exempt from federal income tax.

Municipal bonds include securities from a variety of sectors, each of which has unique risks. They include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds (including industrial development bonds issued pursuant to federal tax law). General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer's general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue bonds are issued for either project or enterprise financings in which the bond issuer pledges to the bondholders the revenues generated by the operating projects financed from the proceeds of the bond issuance. Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality. Under the Internal Revenue Code, certain limited obligation bonds are considered "private activity bonds" and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. Tax exempt private activity bonds and industrial development bonds generally are also classified as revenue bonds and thus are not payable from the issuer's general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor).

Some municipal bonds may be issued as variable or floating rate securities and may incorporate market-dependent liquidity features. Some longer-term municipal bonds give the investor the right to "put" or sell the security at par (face value) within a specified number of days following the investor's request—usually one to seven days. This demand feature enhances a security's liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a Fund would hold the longer-term security, which could experience substantially more volatility. Municipal bonds that are issued as variable or floating rate securities incorporating market-dependent liquidity features may have greater liquidity risk than other municipal bonds.

Some municipal bonds feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements ("SBPAs"). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, non-governmental insurance company, provides an unconditional and irrevocable assurance that the insured bond's principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any Fund. The credit rating of an insured bond may reflect the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer's loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them have the highest credit rating. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider's obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.

Municipal bonds also include tender option bonds, which are municipal derivatives created by dividing the income stream provided by an underlying municipal bond to create two securities issued by a special-purpose trust, one short-term and one long-term. The interest rate on the short-term component is periodically reset. The short-term component has negligible interest rate risk, while the long-term component has all of the interest rate risk of the original bond. After income is paid on the short-term securities at current rates, the residual income goes to the long-term securities.

Therefore, rising short-term interest rates result in lower income for the longer-term portion, and vice versa. The longer-term components can be very volatile and may be less liquid than other municipal bonds of comparable maturity. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities.

Although most municipal bonds are exempt from federal income tax, some are not. Taxable municipal bonds include Build America Bonds ("BABs"), the borrowing costs of which are subsidized by the federal government, but which are subject to state and federal income tax. BABs were created pursuant to the American Recovery and Reinvestment Act of 2009 ("ARRA") to offer an alternative form of financing to state and local governments whose primary means for accessing the capital markets had been through the issuance of tax-free municipal bonds. BABs include Recovery Zone Economic Development Bonds, which are subsidized more heavily by the federal government than other BABs, and are designed to finance certain types of projects in distressed geographic areas.

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Under ARRA, an issuer of a BAB is entitled to receive payments from the U.S. Treasury Department over the life of the BAB equal to 35% of the interest paid (or 45% of the interest paid in the case of a Recovery Zone Economic Development Bond). For example, if a state or local government were to issue a BAB at a 10% taxable interest rate, the U.S. Treasury Department would make a payment directly to the issuing government of 3.5% of that interest (or 4.5% in the case of a Recovery Zone Economic Development Bond ). Thus, the state or local government's net borrowing cost would be 6.5% or 5.5%, respectively, on a bond that pays 10% interest. In other cases, holders of a BAB receive a 35% or 45% tax credit, respectively. Pursuant to ARRA, the issuance of BABs ceased on December 31, 2010. The BABs outstanding at such time will continue to be eligible for the federal interest rate subsidy or tax credit, which continues for the life of the BABs; however, no bonds issued following expiration of the program will be eligible for federal payment or tax credit. In addition to BABs, a Fund may invest in other municipal bonds that pay taxable interest.

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Prices and yields on municipal bonds are dependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Tax Anticipation Notes are used to finance working capital needs of municipalities and are issued in anticipation of various seasonal tax revenues, to be payable from these specific future taxes. They are usually general obligations of the issuer, secured by the taxing power for the payment of principal and interest.

Municipal securities also include various forms of notes. These notes include, but are not limited to, the following types:

  • Revenue Anticipation Notes which are issued in expectation of receipt of other kinds of revenue, such as federal revenues. They, also, are usually general obligations of the issuer.

  • Bond Anticipation Notes which are normally issued to provide interim financial assistance until long-term financing can be arranged. The long-term bonds then provide funds for the repayment of the notes.

  • Construction Loan Notes which are sold to provide construction financing for specific projects. After successful completion and acceptance, many projects receive permanent financing through the Federal Housing Administration ("FHA") under the FNMA or GNMA.

  • Project Notes which are instruments sold by HUD but issued by a state or local housing agency to provide financing for a variety of programs. They are backed by the full faith and credit of the U.S. government, and generally carry a term of one year or less.

  • Short-Term Discount Notes (tax-exempt commercial paper), which are short-term (365 days or less) promissory notes issued by municipalities to supplement their cash flow.

An entire issue of municipal securities may be purchased by one or a small number of institutional investors such as the Funds. Thus, the issue may not be said to be publicly offered. Unlike securities that must be registered under the 1933 Act prior to offer and sale, unless an exemption from such registration is available, municipal securities that are not publicly offered may nevertheless be readily marketable. A secondary market may exist for municipal securities that were not publicly offered initially.

Municipal securities are subject to credit risk. Information about the financial condition of an issuer of municipal securities may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal securities may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for municipal securities or certain segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal, or political developments might affect all or a substantial portion of a Fund's municipal securities in the same manner.

Municipal securities are subject to interest rate risk. Interest rate risk is the chance that security prices overall will decline over short or even long periods because of rising interest rates. Interest rate risk is higher for long-term bonds, whose prices are much more sensitive to interest rate changes than are the prices of shorter-term bonds. Generally, prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues. Prices and yields on municipal securities are dependent on a variety of factors, such as the financial condition of the issuer, general conditions of the municipal securities market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time.

Municipal bonds are subject to call risk. Call risk is the chance that during periods of falling interest rates, a bond issuer will call—or repay—a higher-yielding bond before its maturity date. Forced to reinvest the unanticipated proceeds at lower interest rates, a Fund would experience a decline in income and lose the opportunity for additional price appreciation associated with falling rates. Call risk is generally high for long-term bonds. Municipal bonds may be deemed to be illiquid as determined by or in accordance with methods adopted by a Fund's Board.

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High yield municipal bonds are subject to increased liquidity and valuation risk as compared to other municipal bonds and to high yield debt securities generally. There may be no active market for a high yield municipal bond, or it may trade in secondary markets on an infrequent basis. High yield municipal bonds may be more likely than other municipal bonds to be considered illiquid and therefore to be subject to a Fund's limitation on investments in illiquid securities. It may be difficult for a Fund to obtain an accurate or recent market quotation for a high yield municipal bond, which may cause the security to be "fair valued" in accordance with the fair valuation policies established by the Board. See "How Portfolio Securities Are Valued." For a more general discussion of the risks associated with high yield securities, which generally also are applicable to high yield municipal bonds, see "High Yield Securities."

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There are, in addition, a variety of hybrid and special types of municipal obligations, such as municipal lease obligations, as well as numerous differences in the security of municipal securities both within and between the two principal classifications described above. Municipal lease obligations are municipal securities that may be supported by a lease or an installment purchase contract issued by state and local government authorities to acquire funds to obtain the use of a wide variety of equipment and facilities such as fire and sanitation vehicles, computer equipment and other capital assets. These obligations, which may be secured or unsecured, are not general obligations and have evolved to make it possible for state and local governments to obtain the use of property and equipment without meeting constitutional and statutory requirements for the issuance of debt. Thus, municipal lease obligations have special risks not normally associated with municipal securities. These obligations frequently contain "non-appropriation" clauses that provide that the governmental issuer of the obligation has no obligation to make future payments under the lease or contract unless money is appropriated for such purposes by the legislative body on a yearly or other periodic basis. In addition to the "non-appropriation" risk, many municipal lease obligations have not yet developed the depth of marketability associated with municipal bonds; moreover, although the obligations may be secured by the leased equipment, the disposition of the equipment in the event of foreclosure might prove difficult. For the purpose of each Fund's investment restrictions, the identification of the "issuer" of municipal securities that are not general obligation bonds is made by the Subadvisor on the basis of the characteristics of the municipal securities as described above, the most significant of which is the source of funds for the payment of principal of and interest on such securities.

The liquidity of municipal lease obligations purchased by the Funds will be determined pursuant to guidelines approved by the Board. Factors considered in making such determinations may include: the frequency of trades and quotes for the obligation; the number of dealers willing to purchase or sell the security and the number of other potential buyers; the willingness of dealers to undertake to make a market in the security; the nature of marketplace trades; the obligation's rating; and, if the security is unrated, the factors generally considered by a rating agency. If municipal lease obligations are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

The Tax Reform Act of 1986 ("TRA") limited the types and volume of municipal securities qualifying for the federal income tax exemption for interest, and the Internal Revenue Code treats tax-exempt interest on certain municipal securities as a tax preference item included in the alternative minimum tax base for corporate and non-corporate shareholders. In addition, all tax-exempt interest may result in or increase a corporation's liability under the corporate alternative minimum tax, because a portion of the difference between corporate "adjusted current earnings" and alternative minimum taxable income is treated as a tax preference item. Further, an issuer's failure to comply with the detailed and numerous requirements imposed by the Internal Revenue Code after bonds have been issued may cause the retroactive revocation of the tax-exempt status of certain municipal securities after their issuance. The Funds intend to monitor developments in the municipal bond market to determine whether any defensive action should be taken.

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OPTIONS

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A Fund may use options for any lawful purposes consistent with their respective investment objectives such as hedging or managing risk. An option is a contract in which the "holder" (the buyer) pays a certain amount (the "premium") to the "writer" (the seller) to obtain the right, but not the obligation, to buy from the writer (in a "call") or sell to the writer (in a "put") a specific asset at an agreed upon price (the "strike price" or "exercise price") at or before a certain time (the "expiration date"). The holder pays the premium at inception and has no further financial obligation. The holder of an option will benefit from favorable movements in the price of the underlying asset but is not exposed to corresponding losses due to adverse movements in the value of the underlying asset. The writer of an option will receive fees or premiums but is exposed to losses due to changes in the value of the underlying asset. A Fund may purchase (buy) or write (sell) put and call options on assets, such as securities, currencies and indices of debt and equity securities ("underlying assets") and enter into closing transactions with respect to such options to terminate an existing position. See "Derivative Instruments -- General Discussion" for more information. Options used by the Funds may include European, American and Bermuda-style options. If an option is exercisable only at maturity, it is a "European" option; if it is also exercisable prior to maturity, it is an "American" option; if it is exercisable only at certain times, it is a "Bermuda" option.

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If a Fund's Manager or Subadvisor judges market conditions incorrectly or employs a strategy that does not correlate well with the Fund's investments, these techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return. These techniques may increase the volatility of a Fund's NAV per share and may involve a small investment of cash relative to the magnitude of the risk assumed. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised.

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Purchasing Options. A Fund may purchase put or call options that are traded on an exchange or in the OTC market. Options traded in the OTC market may not be as actively traded as those listed on an exchange and generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchange where they are traded. Accordingly, it may be more difficult to value such options and to be assured that they can be closed out at any time. The Funds will engage in such transactions only with firms the Manager or Subadvisors deem to be of sufficient creditworthiness so as to minimize these risks. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

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A Fund may purchase put options on securities to protect their holdings in an underlying or related security against a substantial decline in market value. Securities are considered related if their price movements generally correlate with one another. The purchase of put options on securities held in the portfolio or related to such securities will enable a Fund to preserve, at least partially, unrealized gains occurring prior to the purchase of the option on a portfolio security without actually selling the security.

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In addition, a Fund will continue to receive interest or dividend income on the security. The put options purchased by a Fund may include, but are not limited to, "protective puts," in which the security to be sold is identical or substantially identical to a security already held by the Fund or to a security that the Fund has the right to purchase. In the case of a purchased call option, a Fund would ordinarily recognize a gain if the value of the securities decreased during the option period below the exercise price sufficiently to cover the premium. A Fund would recognize a loss if the value of the securities remained above the difference between the exercise price and the premium.

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A Fund may also purchase call options on securities the Fund intends to purchase to protect against substantial increases in prices of such securities pending their ability to invest in an orderly manner in such securities. The purchase of a call option would entitle a Fund, in exchange for the premium paid, to purchase a security at a specified price upon exercise of the option during the option period. A Fund would ordinarily realize a gain if the value of the securities increased during the option period above the exercise price sufficiently to cover the premium. A Fund would have a loss if the value of the securities remained below the sum of the premium and the exercise price during the option period. In order to terminate an option position, the Funds may sell put or call options identical to those previously purchased, which could result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put or call option when it was purchased.

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Writing Call Options. A Fund may sell ("write") covered call options on its portfolio securities in an attempt to enhance investment performance. A call option sold by a Fund is a short-term contract, having a duration of nine months or less, which gives the purchaser of the option the right to buy, and imposes on the writer of the option (in return for a premium received) the obligation to sell, the underlying security at the exercise price upon the exercise of the option at any time prior to the expiration date, regardless of the market price of the security during the option period. A call option may be covered by, among other things, the writer's owning the underlying security throughout the option period, or by holding, on a share-for-share basis, a call on the same security as the call written, where the exercise price of the call held is equal to or less than the price of the call written, or greater than the exercise price of a call written if the Fund maintains the difference in liquid assets.

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A Fund may write covered call options both to reduce the risks associated with certain of its investments and to increase total investment return through the receipt of premiums. In return for the premium income, a Fund will give up the opportunity to profit from an increase in the market price of the underlying security above the exercise price so long as its obligations under the contract continue, except insofar as the premium represents a profit. Moreover, in writing the call option, a Fund will retain the risk of loss should the price of the security decline, which loss the premium is intended to offset in whole or in part. A Fund, in writing "American Style" call options, must assume that the call may be exercised at any time prior to the expiration of its obligations as a writer, and that in such circumstances the net proceeds realized from the sale of the underlying securities pursuant to the call may be substantially below the prevailing market price. In contrast, "European Style" options may only be exercised on the expiration date of the option. Covered call options and the securities underlying such options will be listed on national securities exchanges, except for certain transactions in options on debt securities and foreign securities.

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During the option period, the covered call writer has, in return for the premium received on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline.

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A Fund may protect itself from further losses due to a decline in value of the underlying security or from the loss of ability to profit from appreciation by buying an identical option, in which case the purchase cost may offset the premium. In order to do this, the Fund makes a "closing purchase transaction"—the purchase of a call option on the same security with the same exercise price and expiration date as the covered call option that it has previously written on any particular security. A Fund will realize a gain or loss from a closing purchase transaction if the amount paid to purchase a call option in a closing transaction is less or more than the amount received from the sale of the covered call option. Also, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from the closing out of a call option is likely to be offset in whole or in part by unrealized appreciation of the underlying security owned by a Fund. When a security is to be sold from a Fund's portfolio, the Fund will first effect a closing purchase transaction so as to close out any existing covered call option on that security or otherwise cover the existing call option.

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A closing purchase transaction may be made only on a national or foreign securities exchange that provides a secondary market for an option with the same exercise price and expiration date, except as discussed below. There is no assurance that a liquid secondary market on an exchange or otherwise will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or otherwise may exist. If a Fund is unable to effect a closing purchase transaction involving an exchange-traded option, the Fund will not sell the underlying security until the option expires, or the Fund otherwise covers the existing option portion or the Fund delivers the underlying security upon exercise. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver or purchase the underlying securities at the exercise price. OTC options differ from exchange-traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options. Therefore, a closing purchase transaction for an OTC option may in many cases only be made with the other party to the option. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

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Each Fund pays brokerage commissions and dealer spreads in connection with writing covered call options and effecting closing purchase transactions, as well as for purchases and sales of underlying securities. The writing of covered call options could result in significant increases in a Fund's portfolio turnover rate, especially during periods when market prices of the underlying securities appreciate. Subject to the limitation that all call option writing transactions be covered, a Fund may, to the extent determined appropriate by the Manager or Subadvisor, engage without limitation in the writing of options on U.S. government securities.

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Writing Put Options. A Fund may also write covered put options. A put option is a short-term contract that gives the purchaser of the put option, in return for a premium, the right to sell the underlying security to the seller of the option at a specified price during the term of the option. Put options written by a Fund are agreements by a Fund, for a premium received by the Fund, to purchase specified securities at a specified price if the option is exercised during the option period. A put option written by a Fund is "covered" if a Fund maintains liquid assets with a value equal to the exercise price. A put option is also "covered" if the Fund holds on a share-for-share basis a put on the same security as the put written, where the exercise price of the put held is equal to or greater than the exercise price of the put written, or less than the exercise price of the put written if the Fund maintains the difference in liquid assets.

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The premium that the Funds receive from writing a put option will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to such market price, the historical price volatility of the underlying security, the option period, supply and demand and interest rates.

A covered put writer assumes the risk that the market price for the underlying security will fall below the exercise price, in which case the writer would be required to purchase the security at a higher price than the then-current market price of the security. In both cases, the writer has no control over the time when it may be required to fulfill its obligation as a writer of the option.

The Funds may effect a closing purchase transaction to realize a profit on an outstanding put option or to prevent an outstanding put option from being exercised. The Funds also may effect a closing purchase transaction, in the case of a put option, to permit the Funds to maintain their holdings of the deposited U.S. Treasury obligations, to write another put option to the extent that the exercise price thereof is secured by the deposited U.S. Treasury obligations, or to utilize the proceeds from the sale of such obligations to make other investments.

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If a Fund is able to enter into a closing purchase transaction, a Fund will realize a profit or loss from such transaction if the cost of such transaction is less or more, respectively, than the premium received from the writing of the option. After writing a put option, a Fund may incur a loss equal to the difference between the exercise price of the option and the sum of the market value of the underlying security plus the premium received from the sale of the option.

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In addition, a Fund may also write straddles (combinations of covered puts and calls on the same underlying security). The extent to which a Fund may write covered put and call options and enter into so-called "straddle" transactions involving put or call options may be limited by the requirements of the Internal Revenue Code for qualification as a regulated investment company and the Fund's intention that it qualify as such. Subject to the limitation that all put option writing transactions be covered, a Fund may, to the extent determined appropriate by the Manager or Subadvisor, engage without limitation in the writing of options on U.S. government securities.

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Married Puts. A Fund may engage in a strategy known as "married puts." This strategy is most typically used when a Fund owns a particular common stock or security convertible into common stock and wishes to effect a short sale "against the box" (see "Short Sales") but for various reasons is unable to do so. A Fund may then enter into a series of stock and related option transactions to achieve the economic equivalent of a short sale against the box. To implement this trading strategy, a Fund will simultaneously execute with the same broker a purchase of shares of the common stock and an "in the money" OTC put option to sell the common stock to the broker and generally will write an OTC "out of the money" call option in the same stock with the same exercise price as the put option. The options are linked and may not be exercised, transferred or terminated independently of the other.

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Holding the put option places a Fund in a position to profit on the decline in price of the security just as it would by effecting a short sale and to, thereby, hedge against possible losses in the value of a security or convertible security held by a Fund. The writer of the put option may require that a Fund write a call option, which would enable the broker to profit in the event the price of the stock rises above the exercise price of the call option (see "Writing Call Options" above). In the event the stock price were to increase above the strike or exercise price of the option, a Fund would suffer a loss unless it first terminated the call by exercising the put.

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Special Risks Associated With Options On Securities. A Fund's purpose in selling covered options is to realize greater income than would be realized on portfolio securities transactions alone. A Fund may forego the benefits of appreciation on securities sold pursuant to call options, or pay a higher price for securities acquired pursuant to put options written by the Fund. If a put or call option purchased by a Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price, or, in the case of a call, remains less than or equal to the exercise price, the Fund will not be able to profitably exercise the option and will lose its entire investment in the option. Also, the price of a put or call option purchased to hedge against price movements in a related security may move more or less than the price of the related security.

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A Fund would ordinarily realize a gain if the value of the securities increased during the option period above the exercise price sufficiently to cover the premium. A Fund would have a loss if the value of the securities remained below the sum of the premium paid and the exercise price during the option period. In addition, exchange markets in some securities options are a relatively new and untested concept, and it is impossible to predict the amount of trading interest that may exist in such options. The same types of risks apply to OTC trading in options. There can be no assurance that viable markets will develop or continue in the United States or abroad.

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The ability of a Fund to successfully utilize options may depend in part upon the ability of the Manager or Subadvisor to forecast interest rates and other economic factors correctly.

The hours of trading for options on securities may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets.

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Options on Securities Indices. A Fund may purchase call and put options on securities indices for the purpose of hedging against the risk of unfavorable price movements that may adversely affect the value of the Fund's securities. Unlike a securities option, which gives the holder the right to purchase or sell specified securities at a specified price, an option on a securities index gives the holder the right to receive a cash "exercise settlement amount" equal to (1) the difference between the value of the underlying securities index on the exercise date and the exercise price of the option, multiplied by (2) a fixed "index multiplier." In exchange for undertaking the obligation to make such a cash payment, the writer of the securities index option receives a premium.

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A securities index fluctuates with changes in the market values of the securities included in the index. For example, some securities index options are based on a broad market index such as the S&P 500 ® Composite Price Index or the NYSE Composite Index, or a narrower market index such as the S&P 100 ® Index. Indices may also be based on an industry or market segment such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are traded on the following exchanges, among others: The Chicago Board Options Exchange, New York Stock Exchange, and American Stock Exchange.

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The effectiveness of hedging through the purchase of securities index options will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with price movements in the selected securities index. Perfect correlation is not possible because the securities held or to be acquired by a Fund will not exactly match the securities represented in the securities indices on which options are based. The principal risk involved in the purchase of securities index options is that the premium and transaction costs paid by a Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the securities index on which the option is based. Gains or losses on a Fund's transactions in securities index options depend on price movements in the securities market generally (or, for narrow market indices, in a particular industry or segment of the market) rather than the price movements of individual securities held by the Fund.

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A Fund may sell securities index options prior to expiration in order to close out its positions in securities index options that it has purchased. A Fund may also allow options to expire unexercised.

Options on Foreign Currencies. To the extent that it invests in foreign currencies, a Fund may purchase and write options on foreign currencies. A Fund may use foreign currency options contracts for various reasons, including: to manage its exposure to changes in currency exchange rates; as an efficient means of adjusting its overall exposure to certain currencies; or in an effort to enhance its return through exposure to a foreign currency. A Fund may, for example, purchase and write put and call options on foreign currencies for the purpose of protecting against declines in the dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. A Fund may also use foreign currency options to protect against potential losses in positions denominated in one foreign currency against another foreign currency in which the Fund's assets are or may be denominated. For example, a decline in the dollar value of a foreign currency in which portfolio securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such declines in the value of portfolio securities, a Fund may purchase put options on the foreign currency. If the value of the currency does decline, that Fund will have the right to sell such currency for a fixed amount of dollars that exceeds the market value of such currency, resulting in a gain that may offset, in whole or in part, the negative effect of currency depreciation on the value of the Fund's securities denominated in that currency.

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Conversely, if a rise in the dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may purchase call options on such currency. If the value of such currency does increase, the purchase of such call options would enable a Fund to purchase currency for a fixed amount of dollars that is less than the market value of such currency, resulting in a gain that may offset, at least partially, the effect of any currency-related increase in the price of securities the Fund intends to acquire. As in the case of other types of options transactions, however, the benefit a Fund derives from purchasing foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent anticipated, a Fund could sustain losses on transactions in foreign currency options that would deprive it of a portion or all of the benefits of advantageous changes in such rates.

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A Fund may also write options on foreign currencies for hedging purposes. For example, if a Fund anticipates a decline in the dollar value of foreign currency-denominated securities due to declining exchange rates, it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and the diminution in value of portfolio securities will be offset by the amount of the premium received by a Fund.

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Similarly, instead of purchasing a call option to hedge against an anticipated increase in the dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency. If rates move in the manner projected, the put option will expire unexercised and allow a Fund to offset such increased cost up to the amount of the premium. As in the case of other types of options transactions, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If unanticipated exchange rate fluctuations occur, the option may be exercised and a Fund would be required to purchase or sell the underlying currency at a loss that may not be fully offset by the amount of the premium. As a result of writing options on foreign currencies, a Fund also may be required to forego all or a portion of the benefits that might otherwise have been obtained from favorable movements in currency exchange rates.

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A call option written on foreign currency by a Fund is "covered" if that Fund owns the underlying foreign currency subject to the call or securities denominated in that currency or has an absolute and immediate right to acquire that foreign currency without additional cash consideration upon conversion or exchange of other foreign currency held in its portfolio. A call option is also covered if a Fund holds a call on the same foreign currency for the same principal amount as the call written where the exercise price of the call held (1) is equal to or less than the exercise price of the call written or (2) is greater than the exercise price of the call written if the Fund maintains the difference in liquid assets.

Options on foreign currencies to be written or purchased by a Fund will be traded on U.S. and foreign exchanges or over-the-counter. Exchange traded options generally settle in cash, whereas options traded over the counter may settle in cash or result in delivery of the underlying currency upon exercise of the option. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge up to the amount of the premium received and a Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations, although, in the event of rate movements adverse to a Fund's position, a Fund may forfeit the entire amount of the premium plus related transaction costs.

A Fund also may use foreign currency options to protect against potential losses in positions denominated in one foreign currency against another foreign currency in which the Fund's assets are or may be denominated. There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options markets, a Fund may be unable to close out a position. If foreign currency options are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities.

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Currency options traded on U.S. or other exchanges may be subject to position limits that may limit the ability of a Fund to reduce foreign currency risk using such options. OTC options differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller and generally do not have as much market liquidity as exchanged-traded options. Foreign currency exchange-traded options generally settle in cash, whereas options traded OTC may settle in cash or result in delivery of the underlying currency upon exercise of the option.

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REAL ESTATE INVESTMENT TRUSTS ("REITS")

A Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with a regulatory requirement to distribute at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest a majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate securities they own, e.g. , apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest a majority of their assets in real estate mortgages and derive their income primarily from income payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs.

A Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, to the extent that a Fund invests in REITs, the Fund is also subject to the risks associated with the direct ownership of real estate, including but not limited to: declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increased competition; increases in property taxes and operating expenses; changes in zoning laws; losses due to costs resulting from the clean-up of environmental problems; liability to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in neighborhood values and the appeal of properties to tenants; and changes in interest rates. Thus, the value of the Fund's shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax-free pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, even the larger REITs in the industry tend to be small to medium-sized companies in relation to the equity markets as a whole. Accordingly, REIT shares can be more volatile than — and at times will perform differently from - larger capitalization stocks such as those found in the Dow Jones Industrial Average.

Some REITs may have limited diversification and may be subject to risks inherent to investments in a limited number of properties, in a narrow geographic area, or in a single property type. Equity REITs may be affected by changes in underlying property values. Mortgage REITs may be affected by the quality of the credit extended. REITs also involve risks such as refinancing, interest rate fluctuations, changes in property values, general or specific economic risk on the real estate industry, dependency on management skills, and other risks similar to small company investing. Although a Fund is not allowed to invest in real estate directly, it may acquire real estate as a result of a default on the REIT securities it owns. A Fund, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitation on rents, changes in neighborhood values, the appeal of properties to tenants and increases in interest rates.

In addition, because smaller-capitalization stocks are typically less liquid than larger capitalization stocks, REIT shares may sometimes experience greater share-price fluctuations than the stocks of larger companies.

REPURCHASE AGREEMENTS

A Fund may enter into domestic or foreign repurchase agreements with certain sellers pursuant to guidelines adopted by the Board.

A repurchase agreement, which provides a means for a Fund to earn income on uninvested cash for periods as short as overnight, is an arrangement under which the purchaser ( i.e. , the Fund) purchases a security, usually in the form of a debt obligation (the "Obligation") and the seller agrees, at the time of sale, to repurchase the Obligation at a specified time and price. Repurchase agreements with foreign banks may be available with respect to government securities of the particular foreign jurisdiction. The custody of the Obligation will be maintained by a custodian appointed by the Fund. The Fund attempts to assure that the value of the purchased securities, including any accrued interest, will at all times exceed the value of the repurchase agreement. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase prices may be the same, with interest at a stated rate due to the Fund together with the repurchase price upon repurchase. In either case, the income to the Fund is unrelated to the interest rate on the Obligation subject to the repurchase agreement.

A Fund will limit its investment in repurchase agreements maturing in more than seven days subject to a Fund's limitation on investments in illiquid securities.

In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the Obligation before repurchase of the Obligation under a repurchase agreement, a Fund may encounter delays and incur costs before being able to sell the security. Delays may involve loss of interest or decline in price of the Obligation. If the court characterizes the transaction as a loan and the Fund has not perfected a security interest in the Obligation, the Fund may be required to return the Obligation to the seller's estate and be treated as an unsecured creditor of the seller. As an unsecured creditor, the Fund would be at risk of losing some or all of the principal and income involved in the transaction. Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the seller may fail to repurchase the security. In the event of the bankruptcy of the seller or the failure of the seller to repurchase the securities as agreed, a Fund could suffer losses, including loss of interest on or principal of the security and costs associated with delay and enforcement of the repurchase agreement. In addition, if the market value of the Obligation subject to the repurchase agreement becomes less than the repurchase price (including accrued interest), the Fund will direct the seller of the Obligation to deliver additional securities so that the market value of all securities subject to the repurchase agreement equals or exceeds the repurchase price.

The Board has delegated to the Manager or Subadvisor the authority and responsibility to monitor and evaluate the Fund's use of repurchase agreements, including identification of sellers whom they believe to be creditworthy, and has authorized the Funds to enter into repurchase agreements with such sellers. As with any unsecured debt instrument purchased for the Funds, the Subadvisors seek to minimize the risk of loss from repurchase agreements by analyzing, among other things, sufficiency of the collateral.

For purposes of the 1940 Act, a repurchase agreement has been deemed to be a loan from a Fund to the seller of the Obligation. It is not clear whether a court would consider the Obligation purchased by the Fund subject to a repurchase agreement as being owned by the Fund or as being collateral for a loan by the Fund to the seller.

See "Cash Equivalents" for more information.

RESTRICTED SECURITIES - RULE 144A SECURITIES AND SECTION 4(2) COMMERCIAL PAPER

Restricted securities have no ready market and are subject to legal restrictions on their sale (other than those eligible for resale pursuant to Rule 144A or Section 4(2) under the 1933 Act determined to be liquid pursuant to guidelines adopted by the Board). Difficulty in selling securities may result in a loss or be costly to a Fund. Restricted securities generally can be sold only in privately negotiated transactions, pursuant to an exemption from registration under the 1933 Act, or in a registered public offering. Where registration is required, the holder of an unregistered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time when a holder can sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder of a restricted security ( e.g. , the Fund) might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Each Fund may invest in Rule 144A securities and in 4(2) commercial paper. Certain securities may only be sold subject to limitations imposed under federal securities laws. Among others, two categories of such securities are (1) restricted securities that may be sold only to certain types of purchasers pursuant to the limitations of Rule 144A under the Securities Exchange Act of 1934 ("Rule 144A securities") and (2) commercial debt securities that are not sold in a public offering and therefore exempt from registration under Section 4(2) of the 1933 Act ("4(2) commercial paper"). The resale limitations on these types of securities may affect their liquidity. The Board Members have the ultimate responsibility for determining whether specific securities are liquid or illiquid.

The Board Members have delegated the function of making day-to-day determinations of liquidity to the Manager or the Subadvisor, as the case may be, pursuant to guidelines approved by the Board Members.

The Manager or the Subadvisor takes into account a number of factors in determining whether a Rule 144A security being considered for purchase by a Fund is liquid. These factors include:

1. The frequency and size of trades and quotes for the Rule 144A security relative to the size of the Fund's holding;

2. The number of dealers willing to purchase or sell the 144A security and the number of other potential purchasers;

3. Dealer undertaking to make a market in the 144A security; and

4. The nature of the 144A security and the nature of the market for the 144A security ( i.e. , the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer).

To the extent that the market for a Rule 144A security changes, a Rule 144A security originally determined to be liquid upon purchase may be determined to be illiquid.

To make the determination that an issue of 4(2) commercial paper is liquid, the Manager or Subadvisor may consider the following:

1. The 4(2) commercial paper is not traded flat or in default as to principal or interest (par is equal to the face amount or stated value of such security and not the actual value received on the open market);

2. The 4(2) commercial paper is rated:

  • In one of the two highest rating categories by at least two NRSROs; or

  • If only one NRSRO rates the security, the 4(2) commercial paper is rated in one of the two highest rating categories by that NRSRO; or

  • If the security is unrated, the Manager or Subadvisor has determined that the security is of equivalent quality based on factors commonly used by rating agencies; and

3. There is a viable trading market for the specific security, taking into account all relevant factors ( e.g. , whether the security is the subject of a commercial paper program that is administered by an issuing and paying agent bank and for which there exists a dealer willing to make a market in the security, the size of trades relative to the size of the Fund's holding or whether the 4(2) commercial paper is administered by a direct issuer pursuant to a direct placement program).

REVERSE REPURCHASE AGREEMENTS

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A Fund may enter into reverse repurchase agreements with banks or broker/dealers, which involve the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price. Under a reverse repurchase agreement, the Fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. These agreements involve the sale of debt securities, or Obligations, held by a Fund, with an agreement to repurchase the Obligations at an agreed upon price, date and interest payment. The proceeds will be used to purchase other debt securities either maturing, or under an agreement to resell, at a date simultaneous with or prior to the expiration of the reverse repurchase agreement. Reverse repurchase agreements will be utilized, when permitted by law, only when the interest income to be earned from the investment of the proceeds from the transaction is greater than the interest expense of the reverse repurchase transaction.

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Each Fund will limit its investments in reverse repurchase agreements and other borrowing to no more than 33 1/3%, or as otherwise limited herein, of its total assets. While a reverse repurchase agreement is outstanding, the Funds will maintain liquid assets in an amount at least equal in value to the Funds' commitments to cover their obligations under the agreement.

The use of reverse repurchase agreements by a Fund creates leverage that increases a Fund's investment risk. If the income and gains on securities purchased with the proceeds of reverse repurchase agreements exceed the cost of the agreements, the Fund's earnings or NAV will increase faster than otherwise would be the case; conversely, if the income and gains fail to exceed the costs, earnings or NAV would decline faster than otherwise would be the case.

If the buyer of the Obligation subject to the reverse repurchase agreement becomes bankrupt, realization upon the underlying securities may be delayed and there is a risk of loss due to any decline in their value.

SHORT SALES

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In accordance with the restrictions set forth in the applicable Prospectus and this SAI, the MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, MainStay 130/30 International Fund, MainStay Flexible Bond Opportunities Fund and MainStay High Yield Opportunities Fund may engage in any type of short sales, including short sales "against the box." To the extent permitted by its investment objective and policies, each of the remaining Funds may only enter into short sales if they are "against the box," and such transactions will be limited to no more than 25% of a Fund's total assets.

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In a short sale transaction, a Fund sells a security it does not own in anticipation of a decline in the market value of that security. To enter into a short sale, a Fund borrows the security and delivers it to a buyer. To close out the short sale, the Fund purchases the security borrowed at the market price and returns it to the party from which it originally borrowed the security. The price at the time a Fund closes out a short sale may be more or less than the price at which the Fund sold the security to enter into the short sale. Until the Fund replaces the security, the Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. There may also be other costs associated with short sales. A Fund will incur a loss as a result of the short sale if the price of the security increases between the date when the Fund enters into the sale and the date when the Fund closes out the short position. The Fund will realize a gain if the security declines in price between those dates. Until a Fund replaces a borrowed security in connection with a short sale, the Fund will (a) segregate cash or liquid assets at such a level that the segregated assets plus any amount deposited with the broker as collateral will equal the current value of the security sold short or (b) otherwise cover its short position in accordance with applicable law. There is no guarantee that a Fund will be able to close out a short position at any particular time or at an acceptable price. During the time that a Fund is short a security, it is subject to the risk that the lender of the security will terminate the loan at a time when the Fund is unable to borrow the same security from another lender. If that occurs, the Fund may be "bought in" at the price required to purchase the security needed to close out the short position, which may be a disadvantageous price. Unlike a long position in a security, theoretically there is no limit to the amount a Fund could lose in a short sale transaction.

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MacKay Shields maintains internal restrictions on selling short securities that are held long by other funds or accounts that it manages. Therefore, if a Fund is subadvised by MacKay Shields, its ability to sell short certain securities may be restricted.

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In a short sale "against the box," a Fund enters into a short sale of a security that the Fund owns or has the right to obtain the security or one of like kind and amount at no additional cost. The effect of a short sale against the box is to "lock in" appreciation of a long position by hedging against a possible market decline in the value of the long position. The short sale against the box counterbalances the related long position such that gains in the long position will be offset by equivalent losses in the short position, and vice versa. In some cases, the proceeds of the short sale are retained by the broker pursuant to applicable margin rules. If a broker with which the Fund has open short sales were to become bankrupt, a Fund could experience losses or delays in recovering gains on short sales.

If a Fund effects a short sale of securities against the box at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a "constructive sale") on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied.

STRIPPED SECURITIES

Stripped securities are the separate income or principal components of a debt security. The risks associated with stripped securities are similar to those of other debt securities, although stripped securities may be more volatile, and the value of certain types of stripped securities may move in the same direction as interest rates. U.S. Treasury securities that have been stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.

Privately stripped government securities are created when a dealer deposits a U.S. Treasury security or other U.S. government security with a custodian for safekeeping. The custodian issues separate receipts for the coupon payments and the principal payment, which the dealer then sells.

A number of banks and brokerage firms have separated ("stripped") the principal portions ("corpus") from the coupon portions of the U.S. Treasury bonds and notes and sold them separately in the form of receipts or certificates representing undivided interests in these instruments (which instruments are generally held by a bank in a custodial or trust account). The investment and risk characteristics of "zero coupon" Treasury securities described below under "U.S. Government Securities" are shared by such receipts or certificates. The staff of the SEC has indicated that receipts or certificates representing stripped corpus interests in U.S. Treasury securities sold by banks and brokerage firms should not be deemed U.S. government securities but rather securities issued by the bank or brokerage firm involved.

SWAP AGREEMENTS

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In accordance with its investment strategy and only with Board approval, a Fund may enter into interest rate, equity, credit default, index and currency exchange rate swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return or for other portfolio management purposes. A Fund may enter into swap agreements, including credit default swaps for certain Funds, only to the extent that obligations under such agreements represent not more than 10% of the Fund's total assets (or 15% of the total assets for: (i) MainStay Balanced Fund; (ii) MainStay U.S. Small Cap Fund; (iii) those Funds that were previously series of Eclipse Funds Inc., including MainStay High Yield Opportunities Fund (except MainStay Indexed Bond Fund and MainStay S&P 500 Index Fund which are limited to 10%); (iv) MainStay Flexible Bond Opportunities Fund; and (v) MainStay Global High Income Fund). Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund's exposure to long- or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names.

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Most swap agreements entered into by a Fund would calculate the obligations of the parties to the agreements on a "net" basis. Consequently, a Fund's obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). A Fund's obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of liquid assets to avoid any potential leveraging of the Fund's portfolio.

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Each Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of that Fund's total assets. The Manager or Subadvisor will consider, among other factors, creditworthiness, size, market share, execution ability, pricing and reputation in selecting swap counterparties for the Funds.

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Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e. , the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. The "notional amount" of the swap agreement is only a fictive basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. An equity swap is a two-party contract that generally obligates one party to pay the positive return and the other party to pay the negative return on a specified reference security, basket of securities, security index or index component ("asset") during the period of the swap. The payments based on the reference asset may be adjusted for transaction costs, interest payments, the amount of dividends paid on the referenced asset or other economic factors.

Whether a Fund's use of swap agreements will be successful in furthering its investment objective will depend on the Manager's or Subadvisor's ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. If such securities are determined to be illiquid, then a Fund will limit its investment in these securities subject to its limitation on investments in illiquid securities. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Manager or Subadvisor will cause a Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Fund's repurchase agreement guidelines. Certain restrictions imposed on the Funds by the Internal Revenue Code may limit the Funds' ability to use swap agreements. A Fund may be able to eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund's exposure to long- or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names.

A Fund's ability to enter into certain swap transactions may be limited by tax considerations.

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Certain swap agreements are largely excluded from regulation under the Commodity Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity option transactions under the CEA. To qualify for this exclusion, a swap agreement must be entered into by "eligible contract participants," which include financial institutions, investment companies subject to regulation under the 1940 Act and the following, provided the participants' total assets exceed established levels: commodity pools, corporations, partnerships, proprietorships, organizations, trusts or other entities, employee benefit plans, governmental entities, broker/dealers, futures commission merchants, natural persons, or regulated foreign persons. To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodity pools and employee benefit plans must have assets exceeding $5 million. In addition, an eligible swap transaction must be subject to individual negotiation by the parties and may not be executed or traded on trading facilities other than qualifying electronic trading facilities.

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Equity Swaps (Total Return Swaps / Index Swaps). Equity swap contracts may be structured in different ways. For example, when a Fund takes a long position, the counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap would have increased in value had it been invested in a particular stock (or group of stocks), plus the dividends that would have been received on the stock. In these cases, a Fund may agree to pay to the counterparty interest on the notional amount of the equity swap plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stock. Therefore, in this case the return to a Fund on the equity swap should be the gain or loss on the notional amount plus dividends on the stock less the interest paid by the Fund on the notional amount. In other cases, when a Fund takes a short position, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap would have decreased in value had the Fund sold a particular stock (or group of stocks) short, less the dividend expense that the Fund would have paid on the stock, as adjusted for interest payments or other economic factors. In these situations, a Fund may be obligated to pay the amount, if any, by which the notional amount of the swap would have increased in value had it been invested in such stock.

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Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to an equity swap defaults, a Fund's risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any. Inasmuch as these transactions are offset by segregated cash or liquid assets to cover the Funds' current obligations (or are otherwise covered as permitted by applicable law), the Funds and New York Life Investments believe that transactions do not constitute senior securities under the Act and, accordingly, will not treat them as being subject to a Fund's borrowing restrictions.

Equity swaps are derivatives and their value can be very volatile. To the extent that the Manager, or Subadvisor does not accurately analyze and predict future market trends, the values of assets or economic factors, a Fund may suffer a loss, which may be substantial. The swap markets in which many types of swap transactions are traded have grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents. As a result, the markets for certain types of swaps have become relatively liquid.

Interest Rate Swaps. An interest rate swap is an agreement between two parties (known as counterparties) where one stream of future interest payments is exchanged for another based on a specified principal amount. Interest rate swaps often exchange a fixed payment for a floating payment that is linked to an interest rate (most often the LIBOR). A company will typically use interest rate swaps to limit, or manage, its exposure to fluctuations in interest rates, or to obtain a marginally lower interest rate than it would have been able to get without the swap.

Swap agreements will tend to shift a Fund's investment exposure from one type of investment to another. For example, if a Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease the Fund's exposure to long-term interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investments and its share price and yield. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, the Fund must be prepared to make such payments when due.

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Credit Default Swaps. To the extent consistent with its investment objectives and subject to the Funds' general limitations on investing in swap agreements, certain Funds may invest in credit default swaps. Credit default swaps are contracts whereby one party, the protection "buyer," makes periodic payments to a counterparty, the protection "seller," in exchange for the right to receive from the seller a payment equal to the par (or other agreed-upon value (the "value") of a particular debt obligation (the "referenced debt obligation") in the event of a default by the issuer of that debt obligation. A credit default swap may use one or more securities that are not currently held by a Fund as referenced debt obligations. A Fund may be either the buyer or the seller in the transaction. The use of credit default swaps may be limited by a Fund's limitations on illiquid investments. When used for hedging purposes, a Fund would be the buyer of a credit default swap contract. In that case, a Fund would be entitled to receive the value of a referenced debt obligation from the seller in the event of a default by a third party, such as a U.S. or non-U.S. issuer, on the debt obligation. In return, a Fund would pay to the seller a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, a Fund would have spent the stream of payments and received no benefit from the contract. Credit default swaps involve the risk that, in the event that a Fund's Manager or Subadvisor incorrectly evaluates the creditworthiness of the issuer on which the swap is based, the investment may expire worthless and would generate income only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability). They also involve credit risk - that the seller may fail to satisfy its payment obligations to a Fund in the event of a default.

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When a Fund is the seller of a credit default swap contract, it receives the stream of payments but is obligated to pay upon default of the referenced debt obligation. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total assets, the Fund would be subject to investment exposure on the notional amount of the swap. In connection with credit default swaps in which a Fund is the seller, the Fund will maintain appropriate liquid assets, or enter into offsetting positions.

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In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

TEMPORARY DEFENSIVE POSITION; CASH EQUIVALENTS

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In times of unusual or adverse market, economic or political conditions, for temporary defensive purposes, each Fund may invest outside the scope of its principal investment focus. Under such conditions, a Fund may not invest in accordance with its investment objective or investment strategies, including substantially reducing or eliminating its short positions, and, as a result, there is no assurance that the Fund will achieve its investment objective. Under such conditions, a Fund may invest without limit in cash and cash equivalents. These include, but are not limited to: short-term obligations issued or guaranteed as to interest and principal by the U.S. government or any agency or instrumentality thereof (including repurchase agreements collateralized by such securities; see "Repurchase Agreements" and "Reverse Repurchase Agreements" for a description of the characteristics and risks of repurchase agreements and reverse repurchase agreements); obligations of banks CDs, bankers' acceptances and time deposits) and obligations of other banks or S&Ls if such obligations are federally insured; commercial paper (as described in this SAI); investment grade corporate debt securities or money market instruments, for this purpose including U.S. government securities having remaining maturities of one year or less; and other debt instruments not specifically described above if such instruments are deemed by the Manager or Subadvisor to be of comparable high quality and liquidity. In addition, the MainStay Global High Income Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund and MainStay International Equity Fund may hold foreign cash and cash equivalents.

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Also, a portion of each Fund's assets may be maintained in money market instruments as described above in such amount as the Manager or Subadvisor deems appropriate for cash reserves.

TO-BE-ANNOUNCED ("TBA") PURCHASE COMMITMENTS

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TBA or "to-be-announced" purchase commitments are commitments to purchase mortgage-backed securities for a fixed price at a future date. At the time of purchase, the seller does not specify the particular mortgage-backed securities to be delivered. Instead, a Fund agrees to accept any mortgage-backed security that meets specified terms. Thus, a Fund and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages, but the seller would not identify the specific underlying mortgages until shortly before it issues the mortgage-backed security.

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Unsettled TBA purchase commitments are valued at the current market value of the underlying securities. A Fund will set aside cash or other liquid assets in an amount equal to 100% of its commitment to purchase securities on a to be announced basis. These assets will be marked-to-market daily, and a Fund will increase the aggregate value of the assets, as necessary, to ensure that the assets are at least equal to 100% of the amount of the Fund's commitments. On delivery for such transactions, a Fund will meet its obligations from maturities or sales of the segregated securities and/or from cash flow.

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TBA purchase commitments may be considered securities in themselves, and purchasing a security on a to be announced basis can involve the risk that the market price at the time of delivery may be lower than the agreed-upon purchase price, in which case there could be an unrealized loss at the time of delivery. Default by or bankruptcy of the counterparty to a TBA transaction would expose a Fund to possible loss because of adverse market action and expenses or delays in connection with the purchase of the mortgage-backed securities specified in the TBA transaction. Mortgage-backed securities purchased on a to be announced basis increase interest rate risks to the Fund because the underlying mortgages may be less favorable than anticipated. No interest or dividends accrue to the purchaser prior to the settlement date.

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U.S. GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States government or its agencies or instrumentalities include various U.S. Treasury securities, which differ only in their interest rates, maturities and times of issuance. U.S. Treasury bills have initial maturities of one year or less; U.S. Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, such as GNMA pass-through certificates, are supported by the full faith and credit of the U.S. Treasury. Other securities, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. Additionally, other securities, such as those issued by FNMA, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality while others, such as those issued by the Student Loan Marketing Association, are supported only by the credit of the agency or instrumentality. U.S. government securities also include government-guaranteed mortgage-backed securities.

While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, and it is not so obligated by law. Because the U.S. government is not obligated by law to provide support to an instrumentality it sponsors, a Fund will invest in obligations issued by such an instrumentality only if the Manager or Subadvisor determines that the credit risk with respect to the instrumentality does not make its securities unsuitable for investment by a Fund.

U.S. government securities do not generally involve the credit risks associated with other types of interest bearing securities. As a result, the yields available from U.S. government securities are generally lower than the yields available from other interest bearing securities. Like other fixed-income securities, the values of U.S. government securities change as interest rates fluctuate. When interest rates decline, the values of U.S. government securities can be expected to increase, and when interest rates rise, the values of U.S. government securities can be expected to decrease.

See "Cash Equivalents" for more information.

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VARIABLE RATE DEMAND NOTES ("VRDNs")

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The MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund may invest in tax-exempt obligations that contain a floating or variable interest rate adjustment formula and an unconditional right of demand to receive payment of the unpaid principal balance plus accrued interest upon a short notice period prior to specified dates, generally at 30, 60, 90, 180 or 365-day intervals. The interest rates are adjustable at various intervals to the prevailing market rate for similar investments. This adjustment formula is calculated to maintain the market value of the VRDN at approximately the par value of the VRDN on the adjustment date. The adjustments are typically based upon the prime rate of a bank or some other appropriate interest rate adjustment index.

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The MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund may also invest in VRDNs in the form of participation interests ("Participating VRDNs") in variable rate tax-exempt obligations held by a financial institution, typically a commercial bank ("Institution"). Participating VRDNs provide the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund with specified undivided interests (up to 100%) of the underlying obligation and the right to demand payment of the unpaid principal balance plus accrued interest on the Participating VRDNs from the Institution upon a specified number of days' notice, not to exceed seven days. In addition, each Participating VRDN is backed up by irrevocable letters of credit or guaranty of the relevant Institution. The MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund each would have an undivided interest in the underlying obligation and thus would participate on the same basis as the Institution in such obligation, except that the Institution typically would retain fees out of the interest paid or the obligation for servicing the obligation, providing the letter of credit and issuing the repurchase commitment.

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Floating rate and variable rate demand notes that have a stated maturity in excess of one year may have features that permit the holder to recover the principal amount of the underlying security at specified intervals not exceeding one year and upon no more than 30 days' notice. The issuer of that type of note normally has a corresponding right in its discretion, after a given period, to prepay the outstanding principal amount of the note plus accrued interest. Generally, the issuer must provide a specified number of days' notice to the holder.

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If an issuer of a variable rate demand note defaulted on its payment obligation, the MainStay High Yield Municipal Bond Fund and/or MainStay Tax Free Bond Fund, as the case may be, might be unable to dispose of the note and a loss would be incurred to the extent of the default.

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WARRANTS

To the extent that a Fund invests in equity securities, the Funds may invest in warrants. The holder of a warrant has the right to purchase a given number of shares of a particular issuer at a specified price until expiration of the warrant. Such investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with the prices of the underlying securities, and are speculative investments. Warrants pay no dividends and confer no rights other than a purchase option. If a warrant is not exercised by the date of its expiration, the Fund will lose its entire investment in such warrant.

WHEN-ISSUED SECURITIES

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Each Fund may from time to time purchase securities on a "when-issued" basis. When purchasing a security on a when-issued basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. Debt securities, including municipal securities, are often issued in this manner. The price of such securities, which may be expressed in yield terms, is fixed at the time a commitment to purchase is made, but delivery of and payment for the when-issued securities take place at a later date. Normally, the settlement date occurs within one month of the purchase (60 days for municipal bonds and notes). During the period between purchase and settlement, no payment is made by a Fund and no interest accrues to the Fund. To the extent that assets of a Fund are held in cash pending the settlement of a purchase of securities, that Fund would earn no income; however, it is the Funds' intention that each Fund will be fully invested to the extent practicable and subject to the policies stated herein and in the relevant Prospectus. Although when-issued securities may be sold prior to the settlement date, each Fund intends to purchase such securities with the purpose of actually acquiring them unless a sale appears desirable for investment reasons.

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When-issued transactions are entered into in order to secure what is considered to be an advantageous price and yield to a Fund and not for purposes of leveraging the Fund's assets. However, a Fund will not accrue any income on these securities prior to delivery. The value of when-issued securities may vary prior to and after delivery depending on market conditions and changes in interest rate levels. There is a risk that a party with whom a Fund has entered into such transactions will not perform its commitment, which could result in a gain or loss to the Fund.

The Funds do not believe that a Fund's NAV per share or income will be exposed to additional risk by the purchase of securities on a when-issued basis. At the time a Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the amount due and the value of the security in determining the Fund's NAV per share. The market value of the when-issued security may be more or less than the purchase price payable at the settlement date. Liquid assets are maintained to cover "senior securities transactions" which may include, but are not limited to, the Fund's commitments to purchase securities on a when-issued basis. The value of a Fund's "senior securities" holdings are marked-to-market daily to ensure proper coverage. Such securities either will mature or, if necessary, be sold on or before the settlement date.

ZERO COUPON BONDS

The Funds may purchase zero coupon bonds, which are debt obligations issued without any requirement for the periodic payment of interest. Zero coupon bonds are issued at a significant discount from their face value. The discount approximates the total amount of interest the bonds would accrue and compound over the period until maturity at a rate of interest reflecting the market rate at the time of issuance. Because interest on zero coupon obligations is not paid to the Fund on a current basis but is, in effect, compounded, the value of the securities of this type is subject to greater fluctuations in response to changing interest rates than the value of debt obligations that distribute income regularly. Zero coupon bonds tend to be subject to greater market risk than interest paying securities of similar maturities. The discount represents income, a portion of which a Fund must accrue and distribute every year even though the Fund receives no payment on the investment in that year. Zero coupon bonds tend to be more volatile than conventional debt securities.

BOARD MEMBERS AND OFFICERS

MANAGEMENT

The Board Members oversee the MainStay Group of Funds, the Manager, the Subadvisors and elect the officers of the Funds who are responsible for the day to day operations of the Funds. Information pertaining to the Board Members and officers is set forth below. Each Board Member serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The Retirement Policy provides that a Board Member shall tender his or her resignation upon reaching age 72. A Board Member reaching the age of 72 may continue for additional one year periods with the approval of the Board's Nominating and Governance Committee. Officers serve a term of one year and are elected annually by the Board Members. The business address of each Board Member and officer listed below is 51 Madison Avenue, New York, New York 10010.

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NAME AND
DATE OF BIRTH

TERM OF OFFICE,
POSITION(S) HELD AND
LENGTH OF SERVICE

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
BOARD MEMBER

OTHER DIRECTORSHIPS
HELD BY BOARD MEMBER

John Y. Kim
9/24/60 *

Indefinite;
Eclipse Trust: Trustee since 2008;
Eclipse Funds Inc: Trustee since 2008;
MainStay Funds: Trustee since 2008;
MainStay Funds Trust: Trustee since 2009.

Member of the Board of Managers, President and Chief Executive Officer (since 2008), New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board, MacKay Shields LLC (since 2008); Chairman of the Board, Institutional Capital LLC, Madison Capital Funding LLC, Madison Square Investors LLC and McMorgan & Company LLC, Chairman of the Board and Chief Executive Officer, NYLIFE Distributors LLC and Chairman of the Board, NYLCAP Manager LLC (since April 2008); President, Prudential Retirement, a business unit of Prudential Financial, Inc. (2002 to 2007)

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Director, MainStay VP Series Fund, Inc. since 2008 (20 portfolios)

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*

This Board Member is considered to be an "interested person" of the MainStay Group of Funds within the meaning of the 1940 Act because of his affiliation with New York Life Insurance Company, New York Life Investment Management LLC, Madison Square Investors LLC, MacKay Shields LLC, Institutional Capital LLC, Epoch Investment Partners, Inc., Markston International, LLC, Winslow Capital Management, Inc., NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail above in the column entitled "Principal Occupation(s) During the Past Five Years."

 

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NAME AND
DATE OF BIRTH

TERM OF OFFICE,
POSITION(S) HELD AND
LENGTH OF SERVICE

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
BOARD MEMBER

OTHER DIRECTORSHIPS
HELD BY BOARD MEMBER

Susan B. Kerley
8/12/51

Indefinite;
Eclipse Trust: Chairman since 2005, and Trustee since 2000;
Eclipse Funds Inc.: Chairman since 2005, and Director since 1990;
MainStay Funds: Chairman and Trustee since 2007;
MainStay Funds Trust: Chairman and Trustee since 2009.

President, Strategic Management Advisors LLC (since 1990)

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MainStay VP Series Fund, Inc.: Chairman and Director since 2007 (20 portfolios); and
Legg Mason Partners Funds, Inc.: Trustee since 1991 (60 portfolios).

Alan R. Latshaw
3/27/51

Indefinite;
Eclipse Trust: Trustee and Audit Committee Financial Expert since 2007;
Eclipse Funds Inc.: Director and Audit Committee Financial Expert since 2007;
MainStay Funds: Trustee and Audit Committee Financial Expert since 2006;
MainStay Funds Trust: Trustee and Audit Committee Financial Expert since 2009.

Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)

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MainStay VP Series Fund, Inc.: Director since 2007 (20 portfolios);
State Farm Associates Funds Trusts: Trustee since 2005 (4 portfolios);
State Farm Mutual Fund Trust: Trustee since 2005 (15 portfolios); and
State Farm Variable Product Trust: Trustee since 2005 (9 portfolios).

Peter Meenan
12/5/41

Indefinite;
Eclipse Trust: Trustee since 2002;
Eclipse Funds Inc.: Director since 2002;
MainStay Funds : Trustee since 2007;
MainStay Funds Trust: Trustee since 2009.

Independent Consultant; President and Chief Executive Officer, Babson – United, Inc. (financial services firm) (2000 to 2004); Independent Consultant (1999 to 2000); Head of Global Funds, Citicorp (1995 to 1999)

66

MainStay VP Series Fund, Inc.: Director since 2007 (20 portfolios).

Richard H. Nolan, Jr.
11/16/46

Indefinite;
Eclipse Trust: Trustee since 2007;
Eclipse Funds Inc.: Director since 2007;
MainStay Funds: Trustee since 2007;
MainStay Funds Trust: Trustee since 2009.

Managing Director, ICC Capital Management; President – Shields/Alliance, Alliance Capital Management (1994 to 2004)

66

MainStay VP Series Fund, Inc.: Director since 2006 (20 portfolios).

Richard S. Trutanic
2/13/52

Indefinite;
Eclipse Trust: Trustee since 2007;
Eclipse Funds Inc.: Director since 2007;
MainStay Funds: Trustee since 1994;
MainStay Funds Trust: Trustee since 2009.

Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) (since 2004); Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A. (private investment firm) (1999 to 2002)

66

MainStay VP Series Fund, Inc.: Director since 2007 (20 portfolios).

Roman L. Weil
5/22/40

Indefinite;
Eclipse Trust : Trustee and Audit Committee Financial Expert since 2007;
Eclipse Funds Inc.: Director and Audit Committee Financial Expert since 2007;
MainStay Funds: Trustee and Audit Committee Financial Expert since 2007;
MainStay Funds Trust: Trustee and Audit Committee Financial Expert since 2009.

V. Duane Rath Professor Emeritus of Accounting, Chicago Booth School of Business, University of Chicago; President, Roman L. Weil Associates, Inc. (consulting firm)

66

MainStay VP Series Fund, Inc.: Director since 1994 (20 portfolios).

John A. Weisser
10/22/41

Indefinite;
Eclipse Trust: Trustee since 2007;
Eclipse Funds Inc.: Director since 2007;
MainStay Funds: Trustee since 2007;
MainStay Funds Trust: Trustee since 2009.

Retired. Managing Director of Salomon Brothers, Inc. (1971 to 1995)

66

MainStay VP Series Fund, Inc.: Director since 1997 (20 portfolios);
Direxion Insurance Trust: Trustee since 2007 (1 portfolio);
Direxion Funds: Trustee since 2007 (32 portfolios); and
Direxion Shares ETF Trust: Trustee since 2008 (36 portfolios).

</R> <R>

In addition to the information provided in the table above, the following is a brief discussion of the specific experience, qualifications, attributes, or skills that support the conclusion, as of the date of this SAI, that each person listed below is qualified to serve as a Board Member of the Funds in light of the Funds' business and structure. The disclosure below regarding the Board Members is not intended to state or imply that any Board Member has any title, expertise or experience that would impose a higher degree of individual responsibility or obligation on such Board Member, either as compared to the other Board Members of the Funds or to board members of other mutual funds generally.

</R> <R>

Ms. Kerley. Ms. Kerley has served as a Board Member of one or more of the registrants of the MainStay Group of Funds or a predecessor since 1990, has served as Chairman of at least one registrant since 2005, and previously served as the Chairman of the Audit Committee of Eclipse Funds and Eclipse Funds Inc. Ms. Kerley also has served as a trustee of another large mutual fund complex since 1991. She has been President of Strategic Management Advisors LLC, an investment consulting firm, since 1990. Ms. Kerley has over 25 years of experience in the investment management industry. She is a member of the Board of Governors of the Investment Company Institute, the national association of U.S. investment companies ("ICI"), and the Co-Chair of the Education and Communication Committee of the Independent Directors Council ("IDC"). She served as the Chair of the IDC Task Force on Derivatives in 2008.

</R> <R>

Mr. Kim. Mr. Kim has been a Board Member since 2008. As President and Chief Executive Officer of the Manager, Mr. Kim is ultimately responsible for the management of the Funds' day-to-day operations. In addition to his role with the Manager, Mr. Kim also serves as an Executive Vice President of New York Life Insurance Company ("New York Life") and is a member of New York Life's Executive Management Committee. Mr. Kim has more than 15 years' experience in the investment management field, including experience managing investments in essentially every type of security in which the Funds may invest. Mr. Kim is a Chartered Financial Analyst and holds Series 7 and 24 licenses with the Financial Industry Regulatory Authority ("FINRA"). Immediately prior to joining the Manager, Mr. Kim was responsible for managing the retirement investment business of Prudential Financial, Inc. Mr. Kim also has previously served on the board of another mutual fund complex.

</R> <R>

Mr. Latshaw. Mr. Latshaw has served as a Board Member and Audit Committee Financial Expert ("ACFE") of one or more registrants in the MainStay Group of Funds or a predecessor since 2007. Prior to becoming a Trustee of The MainStay Funds, Mr. Latshaw served as a consultant to the Audit and Compliance Committee of its Board of Trustees from 2004 through 2006. Mr. Latshaw also has served as a trustee of another mutual fund complex since 2005. Mr. Latshaw has over 20 years of accounting experience, and has spent the majority of his career focusing on accounting and audit issues related to mutual funds. Mr. Latshaw is a member of the Investment Companies Committee ("ICC") of the American Institute of Certified Public Accountants, and served as its chairman from 1997-2001. As part of his chairmanship of the ICC, Mr. Latshaw assisted with the development of accounting standards and practices applicable to mutual funds, many of which were the predecessors to generally accepted accounting principles codified by the Financial Accounting Standards Board ("FASB") in 2009.

</R> <R>

Mr. Meenan. Mr. Meenan has served as a Board Member of one or more of the registrants of the MainStay Group of Funds or a predecessor since 2002, including serving as the ACFE of Eclipse Funds and Eclipse Funds Inc. for approximately four years. He has over 35 years of experience in the mutual fund industry, including experience in senior legal and senior business capacities. Mr. Meenan has served as the general counsel of several major investment advisory firms and as a senior executive with responsibility for domestic and international mutual fund products and businesses at major financial institutions. Mr. Meenan previously has served as a member of the boards of several mutual fund families, including four years' experience as a chairman. He served as the Chair of the IDC Task Force on Director Self-Evaluation.

</R> <R>

Mr. Nolan. Mr. Nolan has served as a Board Member of one or more of the registrants of the MainStay Group of Funds or a predecessor since 2006. Mr. Nolan has more than 25 years of experience as a senior executive and investment manager of both equity and fixed income portfolios for institutional and individual clients, including the management of employee benefit and retirement assets. He also served as a director and later treasurer of the New York Institute of Podiatric Medicine, during which time he was responsible, among other duties, for the management of the Institute's portfolio of investments.

</R> <R>

Mr. Trutanic. Mr. Trutanic has served as a Board Member of one or more of the registrants of the MainStay Group of Funds or a predecessor since 1994, including previously serving as the Chairman of the Brokerage and Expense Committee of The MainStay Funds. Currently, Mr. Trutanic is the Chairman and Chief Executive Officer of Somerset & Company, a private investment and advisory firm focused primarily on private equity and alternative investments for institutional clients and high net worth families. He has over 25 years of investment management experience with several institutional investment firms, including the management of public and private equity investments, with a particular focus on international and alternative investments. Prior to his investment management experience, Mr. Trutanic was a lawyer in private practice focusing on securities law.

</R> <R>

Mr. Weil. Mr. Weil has served as a Board Member of one or more of the registrants of the MainStay Group of Funds or a predecessor since 1994. He is currently the V. Duane Rath Professor Emeritus of Accounting at the Chicago Booth School of Business, a Program Fellow at Stanford Law School, and a Visiting Professor at Princeton University Department of Economics. Mr. Weil has been a professor for over 45 years, and his scholarship has focused primarily in the areas of economics and accounting. Mr. Weil has been a Certified Public Accountant in Illinois since 1973 and was a Certified Management Accountant from 1974 until 2009. He has co-authored over a dozen textbooks, has co-edited four professional reference books, and has authored over 100 articles in academic and professional journals. He served on the SEC's Advisory Committee on Replacement Cost Accounting, on two FASB task forces and the FASB's Accounting Standards Advisory Council. He co-founded and co-directs the Directors' Consortium, a joint venture of the University of Chicago, Stanford Law School, Stanford Graduate School of Business, and The Tuck School at Dartmouth, which serves as an educational resource for directors. Mr. Weil serves on the Education Committee of the IDC and also has served on its Governance Committee.

</R> <R>

Mr. Weisser. Mr. Weisser has served as a Board Member of one or more of the registrants of the MainStay Group of Funds or a predecessor since 1997 and served as Lead Independent Director of MainStay VP Series Fund, Inc. for approximately two years. Mr. Weisser spent the majority of his career at Salomon Brothers, Inc., serving as a Managing Director for more than 14 years. At Salomon Brothers, Mr. Weisser managed a team that specialized in various types of fixed income securities, including many of the types of securities in which the Funds may invest.

</R> <R>

Board Structure and Leadership

</R> <R>

The Board oversees the business and affairs of the Funds, including oversight of key service providers to the Funds, including the Manager and Subadvisors. The Board holds regularly scheduled in person meetings on a quarterly basis and other special in person and telephonic meetings on an as needed basis. There are eight Board Members, seven of whom are considered not to be "interested persons" of the Funds ("Independent Board Members") in accordance with rules adopted by the SEC.

</R> <R>

The Board has elected an Independent Board Member to serve as its Chairman. The Chairman is responsible for setting the agendas of all regular and special Board meetings, assists in identifying the information to be presented to the Board with respect to matters to be acted upon by the Board, and presides over all Board meetings. In between meetings, the Chairman is responsible for communicating with other Board Members, Fund officers, and personnel of the Manager and other service providers as necessary to enable the Board to carry out its primary responsibility of overseeing the Funds and their operations.

</R> <R>

As discussed further below, the Board has established various Committees through which the Board Members focus on matters relating to particular aspects of the Funds' operations, such as valuation of portfolio holdings, investments, Fund fees and expenses and financial reporting. The Board Members routinely review the effectiveness of the Committee structure and each Committee's responsibilities and membership.

</R> <R>

The Board Members believe that the Board's leadership and committee structure is appropriate in light of the nature and size of the Funds because, among other things, it fosters strong communication between the Board, its individual members, the Manager and other service providers, allocates responsibilities among the Committees and permits Committee members to focus on particular areas involving the Funds. In addition, the Committees support and promote the Independent Board Members in their oversight of all aspects of the Funds' operations and their independent review of proposals made by the Manager.

</R> <R>

Risk Oversight

</R> <R>

While responsibility for day-to-day risk management relating to the Funds and their operations resides with the Manager, Subadvisors or other service providers (subject to the supervision of the Manager), the Board actively performs a risk oversight function, both directly and through its Committees, as described below. The Board and its Committees exercise a risk oversight function through regular and ad hoc Board and Committee meetings during which the Board and its Committees meet with representatives of the Manager, the Subadvisors, and other key service providers. The Audit Committee also meets regularly with the Funds' independent registered public accounting firm and Principal Financial and Accounting Officer to discuss internal controls and financial reporting matters, among other things. The Board and Committees regularly require senior management of the Manager and senior officers of the Funds to report to the Board and the Committees on a variety of risk areas relating to the Funds, including, but not limited to, investment/portfolio risks ( e.g., performance, compliance, counterparty, credit, liquidity and valuation risks) and operational/enterprise risks ( e.g., financial, reputational, compliance, litigation, personnel and business continuity risks), as well as more general business risks. The Board reviews, on an ongoing basis, the Funds' performance, operations and investment practices. The Board also conducts reviews of the Manager in its role in managing the Funds' operations. In addition, the Board has engaged counsel to the Independent Board Members and consults with such counsel both during and between meetings of the Board and the Committees.

</R> <R>

The Board also meets regularly with the Funds' Chief Compliance Officer ("CCO"), who reports directly to the Board. The CCO has responsibility for testing the compliance procedures of the Funds and their service providers. The CCO regularly discusses issues related to compliance and provides a quarterly report to the Board regarding the Funds' compliance program. In order to maintain a robust risk management and compliance program for the Funds, the Board and its Committees also regularly review and approve, as necessary, the Funds' compliance policies and procedures and updates to these procedures, as well as review and approve the compliance policies and procedures of certain of the Funds' service providers to the extent that those policies and procedures relate to the operations of the Funds. In addition to the meetings with various parties to oversee the risk management of the Funds, the Board and its Committees also receive regular written reports from these and other parties which assist the Board and the Committees in exercising their risk oversight function.

</R> <R>

The Board also benefits from other risk management resources and functions within the Manager's organization, such as the Manager's risk management personnel and the internal auditor of the Manager's parent company. For example, the Board meets periodically with the Manager's risk management personnel, including the Manager's Chief Risk Officer ("CRO") and members of the Risk Management Committee. The CRO is responsible for overseeing the measurement and monitoring of operational risks across the Manager's enterprise. The Risk Management Committee is comprised of senior personnel of the Manager and seeks to identify and address material risks within the Manager's businesses across its multi-boutique structure. The Board recognizes that it is not possible to identify all of the risks that may affect the Funds or to develop processes and controls to mitigate or eliminate all risks and their possible effects, and that it may be necessary to bear certain risks (such as investment risks) to achieve the Funds' investment objectives. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.

</R>

 

<R>

OFFICERS (WHO ARE NOT BOARD MEMBERS) *

NAME AND
DATE OF BIRTH

POSITION(S) HELD AND
LENGTH OF SERVICE

PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS

Jack R. Benintende
5/12/64

Treasurer and Principal Financial and Accounting Officer, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds (since 2007), MainStay Funds Trust (since 2009)

Assistant Treasurer, New York Life Investment Management Holdings LLC (since 2008); Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay VP Series Fund, Inc. (since 2007); Vice President, Prudential Investments (2000 to 2007); Assistant Treasurer, JennisonDryden Family of Funds, Target Portfolio Trust, The Prudential Series Fund and American Skandia Trust (2006 to 2007); Treasurer and Principal Financial Officer, The Greater China Fund (2007)

Jeffrey A. Engelsman
9/28/67

Vice President and Chief Compliance Officer, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds and MainStay Funds Trust (since 2009)

Managing Director, Compliance (since 2009), Director and Associate General Counsel, New York Life Investment Management LLC (2005 to 2008); Assistant Secretary, NYLIFE Distributors LLC (2006 to 2008); Vice President and Chief Compliance Officer, MainStay VP Series Fund, Inc. (since 2009); Assistant Secretary, MainStay Funds (2006 to 2008); Assistant Secretary, Eclipse Trust, Eclipse Funds Inc. and MainStay VP Series Fund, Inc. (2005 to 2008)

Stephen P. Fisher
2/22/59

President, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds (since 2007), MainStay Funds Trust (since 2009)

Manager, President and Chief Operating Officer, NYLIFE Distributors LLC (since 2008); Chairman of the Board, NYLIM Service Company LLC (since 2008); Senior Managing Director and Chief Marketing Officer, New York Life Investment Management LLC (since 2005); Managing Director – Retail Marketing, New York Life Investment Management LLC (2003 to 2005); President, MainStay VP Series Fund, Inc. (since 2007)

J. Kevin Gao
10/13/67

Secretary and Chief Legal Officer (since 2010), Eclipse Trust, Eclipse Funds Inc., MainStay Funds and MainStay Funds Trust

Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer (since 2010), MainStay VP Series Fund, Inc.; Director and Counsel, Credit Suisse; Chief Legal Officer and Secretary, Credit Suisse Asset Management LLC and Credit Suisse Funds (2003-2010)

Scott T. Harrington
2/8/59

Vice President — Administration, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds (since 2005), MainStay Funds Trust (since 2009)

Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Executive Vice President, New York Life Trust Company and New York Life Trust Company, FSB (since 2006); Vice President—Administration, MainStay VP Series Fund, Inc. (since 2005)

</R> <R>

*

The Officers listed above are considered to be "interested persons" of the MainStay Group of Funds within the meaning of the 1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company, New York Life Investment Management LLC, Madison Square Investors LLC, MacKay Shields LLC, Institutional Capital LLC, Epoch Investment Partners, Inc., Markston International, LLC, Winslow Capital Management, Inc., Eclipse Funds, Eclipse Funds Inc., The MainStay Funds, MainStay VP Series Fund, Inc., MainStay Funds Trust, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned "Principal Occupation(s) During Past Five Years." Officers are elected annually by the Board to serve a one year term.

</R>

BOARD MEMBERS

The Board oversees the Funds, the Manager and the Subadvisors. The committees of the Board include the Audit Committee, the Contracts Committee, the Investment Committee, and the Nominating and Governance Committee. The Board also established a Valuation Committee and Valuation Subcommittee, which may include members who are not Board Members.

<R>

Audit Committee. The purposes of the Audit Committee, which meets at least twice annually, are to oversee the Funds' processes for accounting, auditing, financial reporting, and related internal controls and compliance with applicable laws and regulations. The members of the Audit Committee include Alan R. Latshaw (Chairman), Susan B. Kerley and Roman L. Weil. The Committee held 6 meetings during the fiscal year ended October 31, 2010.

</R> <R>

Contracts Committee. The purposes of the Contracts Committee, which meets on an as needed basis, are to assist the Board in overseeing contracts to which the Funds are or are proposed to be parties and to ensure that the interests of the Funds and their shareholders are served by the terms of these contracts. The Committee will oversee the process of evaluating new contracts, reviewing existing contracts on a periodic basis and may, at its discretion or at the request of the Board, make recommendations to the Board with respect to any contracts affecting the Funds. The members of the Contracts Committee include Peter Meenan (Chairman), Richard H. Nolan, Jr., Richard S. Trutanic and John A. Weisser, Jr. The Contracts Committee held 5 meetings during the fiscal year ended October 31, 2010.

</R> <R>

Investment Committee. The purposes of the Investment Committee, which meets on a quarterly basis, are to assist the Board in overseeing the portfolio management, performance and brokerage practices relating to the Funds and to consider any proposals that the Manager may make from time to time concerning the Funds offered for investment. The members of the Investment Committee are Richard H. Nolan, Jr. (Chairman), Susan B. Kerley, John Y. Kim, Alan R. Latshaw, Peter Meenan, Richard S. Trutanic, Roman L. Weil and John A. Weisser, Jr. The Investment Committee held 4 meetings during the fiscal year ended October 31, 2010.

</R> <R>

Nominating and Governance Committee. The purposes of the Nominating and Governance Committee, which meets on an as needed basis, are to: (1) make recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Funds and overseeing the management of the Funds; (2) make recommendations to the Board regarding (a) its size, structure and composition; (b) qualifications for Board membership; and (c) compensation for Board Members; (3) identify and recommend qualified individuals for Board membership and for the chairmanship of the Board; (4) make recommendations to the Board with respect to the Board's committee structure, committee membership and chairmanship; and (5) oversee the self-assessment of the Board, its committees and its members. The members of the Nominating and Governance Committee are John A. Weisser, Jr. (Chairman), Susan B. Kerley, Alan R. Latshaw, Peter Meenan, Richard H. Nolan, Jr., Richard S. Trutanic and Roman L. Weil. The Committee held 4 meetings during the fiscal year ended October 31, 2010.

</R>

The Nominating and Governance Committee has adopted Policies for Consideration of Board Member candidates (the "Candidate Policy"), formal policies on the consideration of Board member candidates, including nominees recommended by shareholders. The Nominating and Governance Committee may solicit suggestions for nominations from any source, which it deems appropriate, including independent consultants engaged specifically for such a purpose.

Shareholders or shareholder groups submitting candidates to the Nominating and Governance Committee must show that the candidate satisfies the Nominating and Governance Committee qualifications for submission, at the time of submitting the candidate to the attention of the Funds' Secretary, who will provide all qualified submissions to the Nominating and Governance Committee. This submission to the Secretary of the Funds must include: (a) Contact information for the nominating shareholder or shareholder group; (b) a certification from the nominating shareholder or shareholder group which provides the number of shares which the person or group has: (i) sole power to vote or direct the vote; (ii) shared power to vote or direct the vote; (iii) sole power to dispose or direct the disposition of such shares; and (iv) shared power to dispose or direct the disposition of such shares and (v) stating that the shares have been held continuously for at least two years as of the date of the nomination; (c) the candidate's contact information and the number of applicable Fund shares owned by the candidate; (d) all information regarding the candidate that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A under the Securities Exchange Act of 1934, as amended; and (e) a notarized letter executed by the candidate, stating his or her intention to serve as a candidate and be named in the Funds' proxy statement, if so designated by the Nominating and Governance Committee and the Funds' Board. It shall be in the Nominating and Governance Committee's sole discretion whether to seek corrections of a deficient submission or to exclude a candidate from consideration.

<R>

Valuation Committee. The purposes of the Valuation Committee are to oversee the implementation of the Funds' valuation procedures and to make fair value determinations on behalf of the Board as specified in such valuation procedures. The members of the Valuation Committee include: Jack R. Benintende (Chairman), Christopher C. Andersen, Jeffrey A. Engelsman, Christopher Feind, J. Kevin Gao, Susan B. Kerley, Alan R. Latshaw, Peter Meenan, Richard H. Nolan, Jr., Richard S. Trutanic, Roman L. Weil, John A. Weisser, Jr. and Jae S. Yoon. The Committee meets as often as necessary to ensure that each action taken by the Valuation Subcommittee is reviewed within a calendar quarter of such action. The Committee held 4 meetings during the fiscal year ended October 31, 2010.

</R> <R>

Valuation Subcommittee. The purpose of the Valuation Subcommittee, which meets on an as needed basis, is to establish prices of securities for which market quotations are not readily available or the prices of which are not often readily determinable pursuant to the Funds' valuation procedures. Meetings may be held in person or by telephone conference call. The Subcommittee may also take action via electronic mail in lieu of a meeting pursuant to the guidelines set forth in the valuation procedures. The members of the Valuation Subcommittee include: Christopher C. Andersen, Jack R. Benintende, William Cheng, Jeffrey A. Engelsman, Christopher Feind, J. Kevin Gao, Thomas J. Girard and Jae S. Yoon. The Valuation Subcommittee held 66 meetings during the fiscal year ended October 31, 2010.

</R> <R>

As of December 31, 2010, the dollar range of equity securities owned by each Board Member in the Funds (including beneficially) and in any registered investment company overseen by the Board Members within the same family of investment companies as the MainStay Group of Funds was as follows:

</R>

 

<R>

INTERESTED BOARD MEMBER

INTERESTED BOARD MEMBER

DOLLAR RANGE OF EQUITY SECURITIES
IN THE MAINSTAY GROUP OF FUNDS

AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY BOARD MEMBER IN
FAMILY OF INVESTMENT COMPANIES

John Y. Kim 1

MainStay High Yield Opportunities Fund - Over $100,000
MainStay ICAP International Fund - Over $100,000
MainStay ICAP Select Equity Fund - Over $100,000

Over $100,000

</R>

1

This Board Member is considered to be an "interested person" of the MainStay Group of Funds within the meaning of the 1940 Act because of his affiliation with New York Life Insurance Company, New York Life Investment Management LLC, MacKay Shields LLC, Madison Square Investors LLC, Institutional Capital LLC, Markston International, LLC, Winslow Capital Management, Inc., Epoch Investment Partners, Inc., Eclipse Funds, Eclipse Funds Inc., The MainStay Funds, MainStay VP Series Fund, Inc., MainStay Funds Trust, NYLIFE Securities LLC and/or NYLIFE Distributors LLC.

 

<R>

INDEPENDENT BOARD MEMBERS

INDEPENDENT BOARD MEMBER

DOLLAR RANGE OF EQUITY SECURITIES
IN THE MAINSTAY GROUP OF FUNDS

AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY BOARD MEMBER IN
FAMILY OF INVESTMENT COMPANIES

Susan B. Kerley

MainStay High Yield Opportunities Fund - $50,001 - $100,000
MainStay Moderate Allocation Fund - Over $100,000
MainStay Retirement 2020 Fund - Over $100,000
MainStay ICAP International Fund - $1 - $10,000
MainStay Floating Rate Fund - $50,001 - $100,000
MainStay Epoch Global Choice Fund - $10,001 - $50,000

Over $100,000

Alan R. Latshaw

MainStay Large Cap Growth Fund - $10,001 - $50,000
MainStay High Yield Corporate Bond Fund - $10,001 - $50,000

$10,001 - $50,000

Peter Meenan

MainStay Epoch Global Equity Yield Fund - Over $100,000
MainStay ICAP Select Equity Fund - Over $100,000
MainStay ICAP International Fund - $10,001 - $50,000
MainStay Large Cap Growth Fund - $50,001 - $100,000

Over $100,000

Richard H. Nolan, Jr.

MainStay High Yield Corporate Bond Fund - Over $100,000

Over $100,000

Richard S. Trutanic

None

None

Roman L. Weil

MainStay MAP Fund - $1 - $10,000
MainStay VP S&P 500 Index Fund - $1 - $10,000

$10,001 - $50,000

John A. Weisser

MainStay High Yield Corporate Bond Fund - Over $100,000
MainStay Floating Rate Fund - Over $100,000

Over $100,000

</R> <R>

As of December 31, 2010, each Board Member who is not an "interested person" of the MainStay Group of Funds, as that term is defined in the 1940 Act, and his or her immediate family members, did not beneficially or of record own securities in (1) an investment adviser or principal underwriter of the MainStay Group of Funds or (2) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the MainStay Group of Funds.

</R>

COMPENSATION

<R>

The following Compensation Table reflects the compensation received by certain Board Members for the fiscal period ended October 31, 2010, from the Fund Complex (the MainStay Group of Funds and MainStay VP Series Fund, Inc., an affiliated registrant not discussed in this SAI). Effective January 1, 2010, the Independent Board Members receive from the Fund Complex, either directly or indirectly, an annual retainer of $110,000; a fee of $15,000 for each regular Board meeting and associated Committee meetings attended; and fees of $7,500 per day for other in-person Board meetings, $2,500 per day if a Board Member attends a regular in-person meeting telephonically, and $7,500 per day if a Board Member attends an in-person Board meeting that is not regularly scheduled telephonically. Board Members also are reimbursed for all out-of-pocket expenses related to attendance at Board and Committee meetings. The Chairman of the Board is also paid an annual fee of $40,000 and the Chairmen of the Audit, Investment, Contracts and Nominating and Governance Committees each receive an annual fee of $20,000. The Independent Board Members had a different compensation arrangement prior to January 1, 2010. Each Fund in the Fund Complex pays a pro-rata share of these fees based on its net assets relative to the other funds in the Fund Complex as of the end of the relevant fiscal year.

</R>

 

<R>

BOARD MEMBER

AGGREGATE COMPENSATION FROM MAINSTAY FUNDS

AGGREGATE COMPENSATION FROM ECLIPSE TRUST

AGGREGATE COMPENSATION FROM ECLIPSE FUNDS INC.

AGGREGATE COMPENSATION FROM MAINSTAY FUNDS TRUST *

PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF FUND EXPENSES / ESTIMATED ANNUAL BENEFITS UPON RETIREMENT

TOTAL COMPENSATION FROM THE MAINSTAY GROUP OF FUNDS AND THE FUND COMPLEX PAID TO BOARD MEMBERS

Susan B. Kerley

$

91,058

 

$

5,660

 

$

1,707

 

$

65,666

 

NONE

 

$

225,000

 

Alan R. Latshaw

82,835

 

5,161

 

1,552

 

59,877

 

NONE

 

205,000

 

Peter Meenan

83,026

 

5,150

 

1,582

 

59,793

 

NONE

 

205,000

 

Richard H. Nolan, Jr.

83,026

 

5,150

 

1,582

 

59,793

 

NONE

 

205,000

 

Richard S. Trutanic

74,921

 

4,652

 

1,428

 

53,939

 

NONE

 

185,000

 

Roman L. Weil

74,921

 

4,652

 

1,428

 

53,939

 

NONE

 

185,000

 

John A. Weisser

82,944

 

5,180

 

1,529

 

59,816

 

NONE

 

205,000

 
</R>

*

These amounts reflect compensation received from former series of ICAP Funds, Inc. and Eclipse Funds Inc. that merged into corresponding "shell" sheries of MainStay Funds Trust on February 26, 2010. These amounts are not reflected under the Eclipse Funds Inc. column of the table.

<R>

As of January 31, 2011, the Board Members and officers of the MainStay Group of Funds as a group owned less than 1% of the outstanding shares of any class of common stock of each of the Funds.

</R>

CODES OF ETHICS

The MainStay Group of Funds, the Manager, the Distributor, and each Subadvisor have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. Each of these Codes of Ethics permits the personnel of their respective organizations to invest in securities for their own accounts, including securities that may be purchased or held by the MainStay Group of Funds. A copy of each of the Codes of Ethics is on public file with, and is available from, the SEC.

THE MANAGER, THE SUBADVISORS, AND THE DISTRIBUTOR

MANAGEMENT AGREEMENTS

<R>

Pursuant to the respective Amended and Restated Management Agreements with the MainStay Funds and Eclipse Trust, dated as of August 1, 2008 and the Management Agreement with MainStay Funds Trust, dated November 10, 2009 (the "Management Agreements"), New York Life Investments, subject to the supervision of the Board, and in conformity with the stated policies of each Fund, administers each Fund's business affairs and has investment advisory responsibilities with respect to the Funds' portfolio securities. New York Life Investments is a wholly-owned subsidiary of New York Life. New York Life Investments is registered as an investment adviser with the SEC and has provided investment management services since 2000.

</R>

The Management Agreements remain in effect for two years following their initial effective dates, and continue in effect thereafter only if such continuance is specifically approved at least annually by the Board Members or by a vote of a majority of the outstanding voting securities of each of the Funds (as defined in the 1940 Act and the rules thereunder) and, in either case, by a majority of the Board Members who are not "interested persons" (as the term is defined in the 1940 Act) of the MainStay Group of Funds, the Manager or the Subadvisors (the "Independent Board Members").

The Manager has authorized any of its members, managers, officers and employees who have been elected or appointed as Board Members or officers of the MainStay Group of Funds to serve in the capacities in which they have been elected or appointed.

The Management Agreements provide that the Manager shall not be liable to a Fund for any error or judgment by the Manager or for any loss sustained by a Fund except in the case of the Manager's willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The Management Agreements also provide that they shall terminate automatically if assigned and that they may be terminated without penalty by either party upon no more than 60 days' or less than 30 days' written notice.

<R>

In connection with its administration of the business affairs of each of the Funds, and except as indicated in the Prospectuses or elsewhere in this Statement of Additional Information, the Manager bears the following expenses:

</R>
  • the salaries and expenses of all personnel of the MainStay Group of Funds and the Manager, except the fees and expenses of Board Members not affiliated with the Manager or a Subadvisor;

  • the fees to be paid to the Subadvisors pursuant to the Subadvisory Agreements or otherwise; and

  • all expenses incurred by the Manager in connection with administering the ordinary course of the Funds' business, other than those assumed by the MainStay Group of Funds, as the case may be.

<R>

With respect to certain Funds, the Manager has entered into a written expense limitation agreement under which it has agreed to waive a portion of each Fund's management fee or reimburse expenses to the extent that such Fund's total ordinary operating expenses (total fund operating expenses excludes taxes, interest, litigation costs, extraordinary expenses, and brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other fund in which a Fund invests) on an annualized basis exceed a certain percentage on a per class basis, as specified in the Funds' Prospectuses, from time to time. These expense limitations may be modified or terminated only with the approval of the Board. These written expense limitation agreements expire on February 28, 2012.

</R>

Section 15(a) of the 1940 Act requires that all contracts pursuant to which persons serve as investment advisers to investment companies be approved by shareholders. As interpreted, this requirement also applies to the appointment of subadvisors to the Funds. The Manager and the MainStay Group of Funds have obtained an exemptive order (the "Order") from the SEC permitting the Manager, on behalf of a Fund and subject to the approval of the Board, including a majority of the Independent Board Members, to hire or terminate unaffiliated subadvisors and to modify any existing or future subadvisory agreement with an unaffiliated subadvisor without shareholder approval. The fees paid to each subadvisor are paid out of the management fee paid to the Manager and are not additional expenses of each Fund.

<R>

Conditions to exemptive relief include: (i) the MainStay Group of Funds would make certain disclosures in the prospectus regarding the existence, substance and effect of the order; (ii) the MainStay Group of Funds would be required to provide an information statement to shareholders of a Fund containing details about the Subadvisor, the Subadvisory Agreement, and certain aggregate subadvisory fee information within 90 days of hiring a new Subadvisor; (iii) the Board would be required to determine that any change in Subadvisors is in the best interests of the Fund; (iv) no Board Member or Officer of the Fund would be permitted to own any interest in a Subadvisor, subject to certain exceptions; (v) the Manager would not enter into a Subadvisory Agreement with any affiliated Subadvisor without shareholder approval; (vi) before a Fund may rely on the Order, the operation of that Fund pursuant to the Order must be approved by a majority of the Fund's outstanding voting securities; and (vii) at all times, at majority of the Board will not be "interested persons" of the MainStay Group of Funds within the meaning of the 1940 Act and the nomination of new or additional Board Members that are not "interested persons" will be at the discretion of the then existing Board Members that are not "interested persons." For its services, each Fund pays the Manager a monthly fee, which is based on each Fund's average net assets.

</R> <R>

For more information regarding the Order, including which Funds cannot use the Order without obtaining shareholder approval, see the Prospectuses under the heading "Know With Whom You're Investing."

</R>

EXPENSES BORNE BY MAINSTAY GROUP OF FUNDS

<R>

Except for the expenses to be paid by the Manager as described in the Prospectuses and elsewhere in this Statement of Additional Information, the MainStay Group of Funds, on behalf of each Fund, is responsible under the respective Management Agreements for the payment of expenses related to each Fund's operations, including: (1) the fees payable to the Manager or the expenses otherwise incurred by a Fund in connection with the management of the investment of the assets of a Fund; (2) the fees and expenses of the Board Members who are not affiliated with the Manager or Subadvisors; (3) certain fees and expenses of the MainStay Group of Funds' custodian and transfer agent; (4) the charges and expenses of the MainStay Group of Funds' legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to separate legal services ageement) and compliance department) and independent accountants; (5) brokers' commissions and any issue or transfer taxes chargeable to the MainStay Group of Funds, on behalf of a Fund, in connection with its securities transactions; (6) the fees of any trade association of which a Fund or the MainStay Group of Funds is a member; (7) the cost of share certificates representing shares of a Fund; (8) reimbursement of a portion of the organization expenses of a Fund and the fees and expenses involved in registering and maintaining the registrations of the MainStay Group of Funds and of its shares with the SEC and registering the MainStay Group of Funds as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the MainStay Group of Funds' registration statements and prospectuses for such purposes; (9) allocable communications expenses with respect to investor services and all expenses of shareholders' and Board Members' meetings and preparing, printing and mailing prospectuses and reports to shareholders; (10) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of a Fund's business; (11) any expenses assumed by the Fund pursuant to its plan of distribution; (12) all taxes and business fees payable by a Fund to federal, state or other governmental agencies; (13) costs associated with the pricing of the Funds' shares; and (14) the cost of fidelity bond and D&O insurance.

</R> <R>

In addition, each Fund may reimburse NYLIFE Securities LLC, NYLIFE Distributors and NYLIM Service Company for the cost of certain correspondence to shareholders and the establishment of shareholder accounts.

</R>

With respect to certain series of the MainStay Funds only, prior to August 1, 2008, these Funds paid the Manager a monthly fee for certain accounting and recordkeeping services provided under an Accounting Agreement at the annual rate of 1/20 of 1% for the first $20 million of average monthly net assets, 1/30 of 1% of the next $80 million of average monthly net assets and 1/100 of 1% of any amount in excess of $100 million of average monthly net assets. Effective August 1, 2008, the services and fees in the Accounting Agreement were incorporated into the Management Agreement.

<R>

Pursuant to the Accounting Agreement, each Fund bore an allocable portion of the cost of providing these services to the MainStay Funds. For the fiscal period ended July 31, 2008, the amount of accounting fees paid to the Manager by each Fund was as follows:

</R> <R>

FUND NAME

11/1/07 to 7/31/08

MainStay Common Stock Fund

$54,003

 

MainStay Convertible Fund

59,433

 

MainStay Flexible Bond Opportunities Fund 1

28,143

 

MainStay Global High Income Fund

35,197

 

MainStay Government Fund

42,847

 

MainStay High Yield Corporate Bond Fund

337,588

 

MainStay Income Builder Fund 2

64,175

 

MainStay International Equity Fund

78,797

 

MainStay Large Cap Growth Fund

129,867

 

MainStay MAP Fund

142,461

 

MainStay Money Market Fund

67,562

 

MainStay Principal Preservation Fund

34,843

 

MainStay Tax Free Bond Fund

36,248

 

</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R>

SUBADVISORY AGREEMENTS

Pursuant to the respective Subadvisory Agreements between the Manager and the Subadvisors, and subject to the supervision of the Board Members and the Manager in conformity with the stated policies of each of the Funds and the MainStay Group of Funds, each Subadvisor manages such Fund's portfolios including the purchase, retention, disposition and, in most cases, loan of securities.

As compensation for services, the Manager, not the Funds, pays each Fund's Subadvisor an annual fee, computed daily and paid monthly, calculated on the basis of each Fund's average daily net assets during the preceding month at the annual rates set forth in the charts below.

New York Life Investments has entered into written expense limitation agreements with respect to certain of these Funds whereby it agreed to waive fees and/or reimburse expenses to the extent that total annual fund operating expenses exceed a certain percentage of average daily net assets of the Fund (see the Prospectus). To the extent New York Life Investments has agreed to waive or reimburse expenses, certain affiliated Subadvisors, with respect to certain Funds, have voluntarily agreed to waive or reimburse their fees proportionately.

<R>

FUND NAME

ANNUAL RATE

MAINSTAY FUNDS

MainStay Common Stock Fund

0.275% 1

 

MainStay Convertible Fund

0.300% 2

 

MainStay Flexible Bond Opportunities Fund 3

0.300%

 

MainStay Global High Income Fund

0.350%

 

MainStay Government Fund

0.300% 4

 

MainStay High Yield Corporate Bond Fund

0.300% 5

 

MainStay Income Builder Fund

0.320% 6

 

MainStay International Equity Fund

0.600%

 

MainStay Large Cap Growth Fund

0.400% 7

 

MainStay MAP Fund

0.450% 8

 

MainStay Tax Free Bond Fund

0.250% 9

 

ECLIPSE TRUST

 

MainStay Balanced Fund

0.350% 10

 

MainStay U.S. Small Cap Fund

0.425% 11

 

ECLIPSE FUNDS INC.

 

MainStay High Yield Opportunities Fund

0.400%

 

MAINSTAY FUNDS TRUST

 

MainStay 130/30 Core Fund

0.500%

 

MainStay 130/30 Growth Fund

0.500%

 

MainStay 130/30 International Fund

0.550%

 

MainStay Epoch Global Choice Fund

0.500%

 

MainStay Epoch Global Equity Yield Fund

0.350%

 

MainStay Epoch International Small Cap Fund

0.550%

 

MainStay Epoch U.S. All Cap Fund

0.425% 12

 

MainStay Epoch U.S. Equity Fund

0.400%

 

MainStay Growth Equity Fund

0.350% 13

 

MainStay High Yield Municipal Bond Fund

0.275%

 

MainStay ICAP Equity Fund

0.400%

 

MainStay ICAP Global Fund

0.400%

 

MainStay ICAP International Fund

0.400%

 

MainStay ICAP Select Equity Fund

0.400% 14

 

MainStay Intermediate Term Bond Fund

0.200%

 

MainStay S&P 500 Index Fund

0.125% 15

 

MainStay Short Term Bond Fund

0.150%

 
</R> <R>

1

0.275% on assets up to $500 million; 0.2625% on assets from $500 million to $1 billion; and 0.250% on assets in excess of $1 billion.

</R> <R>

2

0.300% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; and 0.250% on assets in excess of $1 billion.

</R> <R>

3

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

4

0.300% on assets up to $1 billion; 0.275% on assets in excess of $1 billion.

</R> <R>

5

0.300% on assets up to $500 million; 0.275% on assets from $500 million to $5 billion; 0.2625% on assets from $5 billion to $7 billion; and 0.250% on assets in excess of $7 billion.

</R> <R>

6

For MacKay Shields: 0.32% on allocated assets up to $500 million; and 0.30% on allocated assets in excess of $500 million. For Epoch: 50% of the effective gross management fee based on the assets allocated to Epoch. For reference, the current management fee schedule is 0.64% on assets up to $500 million; 0.60% on assets from $500 million to $1 billion; and 0.575% on assets in excess of $1 billion.

</R> <R>

7

On the average daily net asset value of all Subadvisor-serviced assets in all investment companies managed by the Manager, including the MainStay Large Cap Growth Fund, 0.400% on such assets up to $100 million; 0.350% on such assets from $100 million up to $350 million; 0.300% on such assets from $350 million up to $600 million; 0.250% on such assets from $600 million up to $1 billion; and 0.200% on such assets in excess of $1 billion.

</R> <R>

8

0.450% on allocated assets up to $250 million; 0.400% on allocated assets from $250 million to $500 million; and 0.350% on allocated assets in excess of $500 million.

</R> <R>

9

0.250% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets in excess of $1 billion.

</R> <R>

10

0.350% on allocated assets up to $1 billion; 0.325% on allocated assets from $1 billion to $2 billion; and 0.300% on allocated assets in excess of $2 billion.

</R> <R>

11

0.425% on assets up to $1 billion; and 0.400% on assets in excess of $1 billion.

</R> <R>

12

0.425% on assets up to $500 million; 0.4125% on assets from $500 million to $1 billion; and 0.400% on assets in excess of $1 billion.

</R> <R>

13

0.350% on assets up to $500 million; and 0.3375% on assets in excess of $500 million.

</R> <R>

14

0.400% on assets up to $5 billion; and 0.3875% on assets in excess of $5 billion.

</R> <R>

15

0.125% on assets up to $1 billion; 0.1125% on assets from $1 billion to $2 billion; 0.1075% on assets from $2 billion to $3 billion; and 0.100% on assets in excess of $3 billion

</R>

The Subadvisory Agreements provide that the Subadvisors shall not be liable to a Fund for any error of judgment by a Subadvisor or for any loss sustained by a Fund except in the case of a Subadvisor's willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The Subadvisory Agreements also provide that they shall terminate automatically if assigned and that they may be terminated without penalty by either party upon 60 days' or less written notice.

<R>

In consideration for Epoch's services to the MainStay Epoch Funds described herein, New York Life Investments also pays Epoch an additional quarterly service fee over the three-year period following the closing of the Epoch Fund Reorganizations, which occurred in November 2009, that, among other factors, is based upon a percentage of the total assets that were acquired as a result of the Epoch Fund Reorganizations. There may also be additional payments made to Epoch should New York Life Investments and its affiliates fail to achieve certain sales targets over the three year period following the Epoch Fund Reorganizations. In addition to establishing the subadvisory relationship between Epoch and New York Life Investments for the MainStay Epoch Funds and certain other Mainstay Funds advised by New York Life Investments, Epoch and New York Life Investments contemplate an ongoing relationship between the parties wherein, among other things: (i) New York Life Investments agrees to recommend to the Board of the MainStay Group of Funds that Epoch continue to serve as subadvisor for certain MainStay Funds and the Epoch Funds, subject to Board approval and other conditions; (ii) Epoch agrees not to provide subadvisory services to certain competing funds; (iii) New York Life Investments has a right of first refusal to offer certain new Epoch products; (iv) Epoch and an affiliate of New York Life Investments enter into a distribution relationship with respect to certain separately managed account and unified managed account products; and (v) Epoch agrees to maintain certain minimum additional capacity levels for new sales by New York Life Investments in the funds and other investment products subadvised by Epoch.

</R>

MANAGEMENT AND SUBADVISORY FEES

<R>

For the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008, the amount of the Management fee paid by each Fund, the amount of any Management fees waived and/or reimbursed by New York Life Investments, the amount of the Subadvisory fee paid by the Manager from the Management fee, and the amount of the Subadvisory fee waived and/or reimbursed were as follows.

</R> <R>

YEAR ENDED 10/31/10

FUND

MANAGEMENT FEE PAID

MANAGEMENT FEE WAIVED AND/OR EXPENSES REIMBURSED

SUBADVISORY FEE PAID 1

SUBADVISORY FEE WAIVED AND/OR EXPENSES REIMBURSED

MAINSTAY FUNDS

MainStay Common Stock Fund

$

1,620,792

 

$

0

 

$

782,929

 

$

0

 

MainStay Convertible Fund

4,368,785

 

0

 

2,133,663

 

0

 

MainStay Flexible Bond Opportunities Fund 2

859,164

 

51,293

 

383,770

 

25,647

 

MainStay Global High Income Fund

1,980,771

 

0

 

963,288

 

0

 

MainStay Government Fund

2,004,911

 

548,437

 

698,677

 

274,217

 

MainStay High Yield Corporate Bond Fund

34,136,769

 

0

 

16,749,367

 

0

 

MainStay Income Builder Fund 3

4,267,082

 

0

 

2,119,649

 

0

 

MainStay International Equity Fund

5,471,612

 

0

 

3,624,649

 

0

 

MainStay Large Cap Growth Fund

32,177,080

 

2,524,026

 

10,237,936

 

0

 

MainStay MAP Fund 4

10,734,105

 

0

 

5,781,704

 

0

 

MainStay Money Market Fund

2,444,161

 

3,009,712

 

0

 

0

 

MainStay Principal Preservation Fund

373,019

 

252,466

 

0

 

0

 

MainStay Tax Free Bond Fund

1,493,488

 

287,611

 

575,213

 

14,803

 

 

 

 

 

ECLIPSE TRUST

MainStay Balanced Fund

4,520,653

 

0

 

1,357,259

 

0

 

MainStay U.S. Small Cap Fund 5

3,211,839

 

321,397

 

1,606,008

 

0

 

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

 

MainStay High Yield Opportunities Fund 6

2,498,175

 

564,188

 

966,962

 

282,094

 

 

 

 

 

 

 

 

 

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

2,791,125

 

0

 

1,395,612

 

0

 

MainStay 130/30 Growth Fund

273,878

 

84,913

 

94,504

 

42,457

 

MainStay 130/30 International Fund

1,275,377

 

137,464

 

568,982

 

68,732

 

MainStay Cash Reserves Fund

3,251,628

 

4,528,817

 

0

 

0

 

MainStay Conservative Allocation Fund 7

0

 

103,959

 

96,975

 

0

 

MainStay Epoch Global Choice Fund 8

450,794

 

152,261

 

259,837

 

0

 

MainStay Epoch Global Equity Yield Fund 8

2,265,914

 

460,780

 

1,324,509

 

0

 

MainStay Epoch International Small Cap Fund 8

1,583,421

 

22,158

 

916,812

 

0

 

MainStay Epoch U.S. Equity Fund 8

1,245,496

 

47,839

 

702,549

 

0

 

MainStay Epoch U.S. All Cap Fund 9

3,373,024

 

0

 

1,686,571

 

0

 

MainStay Floating Rate Fund

5,154,475

 

0

 

0

 

0

 

MainStay Growth Allocation Fund 7

0

 

283,235

 

95,690

 

0

 

MainStay Growth Equity Fund

3,676,836

 

0

 

1,837,712

 

0

 

MainStay High Yield Municipal Bond Fund 10

118,847

 

157,561

 

(19,349)

 

78,780

 

MainStay ICAP Equity Fund

6,603,164

 

262,844

 

3,301,826

 

0

 

MainStay ICAP Global Fund

333,963

 

154,597

 

166,991

 

0

 

MainStay ICAP International Fund

6,121,889

 

930,695

 

3,059,389

 

0

 

MainStay ICAP Select Equity Fund

20,689,629

 

1,685,965

 

10,343,006

 

0

 

MainStay Indexed Bond Fund

2,065,647

 

623,268

 

0

 

0

 

MainStay Intermediate Term Bond Fund

3,513,852

 

1,197,968

 

1,178,714

 

0

 

MainStay Moderate Allocation Fund 7

0

 

183,156

 

187,355

 

0

 

MainStay Moderate Growth Allocation Fund 7

0

 

326,523

 

183,391

 

0

 

MainStay Retirement 2010 Fund 7

42,106

 

268,144

 

21,054

 

0

 

MainStay Retirement 2020 Fund 7

60,526

 

297,524

 

30,264

 

0

 

MainStay Retirement 2030 Fund 7

75,925

 

393,944

 

37,965

 

0

 

MainStay Retirement 2040 Fund 7

43,293

 

283,716

 

21,647

 

0

 

MainStay Retirement 2050 Fund 7

21,559

 

199,961

 

10,780

 

0

 

MainStay S&P 500 Index Fund

3,198,398

 

1,906,573

 

646,053

 

953,287

 

MainStay Short Term Bond Fund

734,022

 

268,427

 

183,504

 

0

 
</R> <R>

1

After expense reimbursement or waiver, as applicable.

</R> <R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

$993,063 was paid to MacKay Shields and $1,226,586 was paid to Epoch as Subadvisors of the Fund for the year ended October 31, 2010. Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

$2,855,380 was paid to ICAP and $2,926,324 was paid to Markston as Subadvisors of the Fund for the year ended October 31, 2010

</R> <R>

5

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

6

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

7

Madison Square Investors served as the Fund's subadvisor from inception through December 31, 2010.

</R> <R>

8

For the period November 14, 2009 through October 31, 2010. Effective January 1, 2010, the Fund changed its fiscal year end from December 31 to October 31.

</R> <R>

9

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

10

Reimbursement of ($78,780) exceeded subadvisory fee of $59,432. The MainStay High Yield Municipal Bond Fund commenced investment operations on March 31, 2010.

</R> <R>

 

</R> <R>

YEAR ENDED 10/31/09

FUND

MANAGEMENT FEE PAID

MANAGEMENT FEE WAIVED AND/OR EXPENSES REIMBURSED

SUBADVISORY FEE PAID 1

SUBADVISORY FEE WAIVED AND/OR EXPENSES REIMBURSED

MAINSTAY FUNDS

MainStay Common Stock Fund

$

1,843,449

 

$

297,049

 

$

614,840

 

$

117,608

 

MainStay Convertible Fund

2,838,357

 

383,155

 

1,191,015

 

191,577

 

MainStay Flexible Bond Opportunities Fund 2

567,745

 

160,852

 

186,983

 

80,426

 

MainStay Global High Income Fund

1,109,708

 

116,927

 

475,432

 

58,464

 

MainStay Government Fund

2,141,305

 

1,021,029

 

529,014

 

510,978

 

MainStay High Yield Corporate Bond Fund

23,719,546

 

0

 

11,636,761

 

0

 

MainStay Income Builder Fund 3

2,504,941

 

702,446

 

887,584

 

332,687

 

MainStay International Equity Fund

4,601,321

 

449,561

 

2,725,348

 

299,707

 

MainStay Large Cap Growth Fund

16,658,076

 

2,109,637

 

5,430,913

 

0

 

MainStay MAP Fund 4

8,350,429

 

738,258

 

4,604,605

 

157,552

 

MainStay Money Market Fund

2,745,389

 

2,048,742

 

472,023

 

33,559

 

MainStay Principal Preservation Fund

480,970

 

258,752

 

99,089

 

0

 

MainStay Tax Free Bond Fund 5

1,213,401

 

374,432

 

237,442

 

10,783

 

 

 

 

 

ECLIPSE TRUST

MainStay Balanced Fund

4,265,583

 

436,605

 

990,002

 

86,033

 

MainStay U.S. Small Cap Fund 6

1,826,214

 

914,740

 

399,810

 

353,374

 

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

 

MainStay High Yield Opportunities Fund 7

1,166,079

 

79,357

 

543,365

 

39,679

 

 

 

 

 

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

1,323,669

 

336

 

591,396

 

131

 

MainStay 130/30 Growth Fund

663,772

 

8,711

 

292,567

 

1,648

 

MainStay 130/30 International Fund

932,336

 

181,140

 

325,723

 

79,512

 

MainStay Cash Reserves Fund

3,456,539

 

2,438,417

 

0

 

0

 

MainStay Conservative Allocation Fund 8

0

 

148,675

 

62,710

 

0

 

MainStay Epoch U.S. All Cap Fund 9

1,576,691

 

274,856

 

480,617

 

0

 

MainStay Floating Rate Fund

3,394,510

 

0

 

0

 

0

 

MainStay Growth Allocation Fund 8

0

 

393,326

 

63,823

 

0

 

MainStay Growth Equity Fund

375,438

 

9,263

 

141,948

 

4,631

 

MainStay ICAP Equity Fund

5,498,866

 

1,308,882

 

2,749,197

 

0

 

MainStay ICAP Global Fund

260,529

 

96,985

 

130,256

 

0

 

MainStay ICAP International Fund

4,306,498

 

1,447,388

 

2,153,157

 

0

 

MainStay ICAP Select Equity Fund

11,453,277

 

2,746,662

 

5,726,087

 

0

 

MainStay Indexed Bond Fund

1,660,368

 

858,995

 

0

 

0

 

MainStay Intermediate Term Bond Fund

1,335,105

 

349,606

 

445,217

 

0

 

MainStay Moderate Allocation Fund 8

0

 

381,947

 

125,810

 

0

 

MainStay Moderate Growth Allocation Fund 8

0

 

541,232

 

121,960

 

0

 

MainStay Retirement 2010 Fund 8

31,357

 

223,988

 

13,640

 

0

 

MainStay Retirement 2020 Fund 8

37,306

 

238,474

 

16,528

 

0

 

MainStay Retirement 2030 Fund 8

44,200

 

281,377

 

19,581

 

0

 

MainStay Retirement 2040 Fund 8

23,706

 

196,182

 

10,532

 

0

 

MainStay Retirement 2050 Fund 8

12,101

 

147,433

 

5,292

 

0

 

MainStay S&P 500 Index Fund 10

2,715,386

 

3,154,005

 

(155,931)

 

1,300,956

 

MainStay Short Term Bond Fund

601,559

 

273,834

 

150,390

 

0

 
</R> <R>

1

After expense reimbursement or waiver, as applicable.

</R> <R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

$642,961 was paid to MacKay Shields as Subadvisor of the Fund for the year ended October 31, 2009. $244,622 was paid to Epoch as Subadvisor of the equity sleeve of the Fund for the period June 29, 2009 through October 31, 2009. Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

$2,298,596 was paid to Markston and $2,306,009 was paid to ICAP as Subadvisors of the Fund for the year ended October 31, 2009.

</R> <R>

5

$220,594 was paid to Standish Mellon through June 30, 2009; a net sub advisory fee of $16,848 was paid to MacKay Shields after a $10,783 reimbursement for the period October 17, 2009 through October 31, 2009.

</R> <R>

6

$10,826 was paid to Madison Square Investors for the period January 2, 2009 through January 31, 2009; $114,031 was paid to MacKay Shields for the period February 1, 2009 through June 28, 2009; and $274,953 paid to Epoch for the period June 29, 2009 through October 31, 2009. Effective October 30, 2009, the MainStay Small Company Value Fund changed its name MainStay U.S. Small Cap Fund.

</R>

7

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

<R>

8

Madison Square Investors served as the Fund's subadvisor from inception through December 31, 2010.

</R> <R>

9

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

10

Reimbursement of ($1,300,956) exceeded subadvisory fee of $1,145,025.

</R>

 

<R>

YEAR ENDED 10/31/08

FUND

MANAGEMENT FEE PAID

MANAGEMENT FEE WAIVED AND/OR EXPENSES REIMBURSED

SUBADVISORY FEE PAID 1

SUBADVISORY FEE WAIVED AND/OR EXPENSES REIMBURSED

MAINSTAY FUNDS 2

MainStay Common Stock Fund

$

2,965,137

 

$

779,738

 

$

0

 

$

0

 

MainStay Convertible Fund

3,103,991

 

89,396

 

1,502,919

 

44,698

 

MainStay Flexible Bond Opportunities Fund 3

648,580

 

64,252

 

287,687

 

32,126

 

MainStay Global High Income Fund

1,370,405

 

38,366

 

660,573

 

19,183

 

MainStay Government Fund

1,853,433

 

938,994

 

449,983

 

469,499

 

MainStay High Yield Corporate Bond Fund

23,211,532

 

0

 

11,553,420

 

0

 

MainStay Income Builder Fund 4

3,586,587

 

690,571

 

1,438,669

 

345,285

 

MainStay International Equity Fund

6,576,565

 

137,416

 

4,336,761

 

113,685

 

MainStay Large Cap Growth Fund

11,206,731

 

1,454,942

 

3,837,002

 

0

 

MainStay MAP Fund

11,655,365

 

120,535

 

6,320,550

 

0

 

MainStay Money Market Fund

2,998,301

 

315,545

 

1,358,385

 

157,772

 

MainStay Principal Preservation Fund

489,698

 

173,564

 

220,733

 

0

 

MainStay Tax Free Bond Fund 5

1,294,770

 

366,805

 

448,620

 

169,285

 

 

 

 

 

ECLIPSE TRUST

MainStay Balanced Fund

7,265,795

 

324,453

 

0

 

0

 

MainStay U.S. Small Cap Fund 6

5,637,912

 

1,439,569

 

0

 

0

 

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

 

MainStay High Yield Opportunities Fund 7

627,094

 

17,821

 

304,636

 

8,910

 

 

 

 

 

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

570,209

 

55,286

 

0

 

0

 

MainStay 130/30 Growth Fund

262,475

 

101,301

 

0

 

0

 

MainStay 130/30 International Fund

583,596

 

214,456

 

0

 

0

 

MainStay Cash Reserves Fund

3,327,153

 

566,602

 

0

 

0

 

MainStay Conservative Allocation Fund 8

0

 

52,726

 

0

 

0

 

MainStay Epoch U.S. All Cap Fund 9

2,486,039

 

109,857

 

731,188

 

0

 

MainStay Floating Rate Fund

4,413,235

 

0

 

0

 

0

 

MainStay Growth Allocation Fund 8

0

 

277,550

 

0

 

0

 

MainStay Growth Equity Fund

948,699

 

278

 

0

 

0

 

MainStay ICAP Equity Fund

6,842,025

 

1,419,195

 

3,421,013

 

0

 

MainStay ICAP Global Fund 10

173,375

 

181,628

 

2,647,260

 

0

 

MainStay ICAP International Fund

5,294,520

 

1,404,258

 

6,616,768

 

0

 

MainStay ICAP Select Equity Fund

13,233,536

 

2,359,203

 

86,688

 

0

 

MainStay Indexed Bond Fund

1,695,078

 

586,400

 

0

 

0

 

MainStay Intermediate Term Bond Fund

1,010,251

 

144,332

 

336,750

 

0

 

MainStay Moderate Allocation Fund 8

0

 

144,330

 

0

 

0

 

MainStay Moderate Growth Allocation Fund 8

0

 

323,466

 

0

 

0

 

MainStay Retirement 2010 Fund 8

14,171

 

199,495

 

0

 

0

 

MainStay Retirement 2020 Fund 8

14,803

 

197,493

 

0

 

0

 

MainStay Retirement 2030 Fund 8

15,539

 

197,502

 

0

 

0

 

MainStay Retirement 2040 Fund 8

8,565

 

168,433

 

0

 

0

 

MainStay Retirement 2050 Fund 8

5,283

 

161,123

 

0

 

0

 

MainStay S&P 500 Index Fund

3,697,431

 

2,907,713

 

0

 

0

 

MainStay Short Term Bond Fund

454,646

 

257,615

 

113,661

 

0

 
</R> <R>

1

After expense reimbursement or waiver, as applicable.

</R>

2

For Funds that are series of Mainstay Funds, the management fee includes payments that, prior to August 1, 2008, were made pursuant to a separate accounting agreement.

<R>

3

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

4

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

5

The total subadvisory fee paid during this period for the MainStay Tax Free Bond Fund includes $30,359.47 paid to Standish Mellon Asset Management Company LLC and $418,260.12 paid to MacKay Shields. Effective September 29, 2008, Standish replaced MacKay Shields as Subadvisor to the MainStay Tax Free Bond Fund pursuant to the terms of a Subadvisory Agreement approved by the Board at a meeting held on September 25, 2008. MacKay Shields has since become this Fund's Subadvisor again.

</R> <R>

6

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R></R> <R>

7

The MainStay 130/30 High Yield Fund commenced investment operations on December 14, 2007. Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

8

Madison Square Investors served as the Fund's subadvisor from inception through December 31, 2010.

</R> <R>

9

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

10

The MainStay ICAP Global Fund commenced operations on April 30, 2008.

</R> <R>

For the fiscal periods ended December 31, 2009 and December 31, 2008 (as applicable), the Epoch Funds, the predecessor funds to the MainStay Epoch Funds, paid Epoch the following amounts of advisory fees pursuant to previous advisory agreements entered into between Epoch and the Epoch Funds.

</R>

 

<R>

ADVISORY
FEE PAID
1/1/09
to
11/13/09

ADVISORY
FEE WAIVED
1/1/09
to
11/13/09

ADVISORY
FEE PAID
12/31/08

ADVISORY
FEE WAIVED
12/31/08

FUND

 

 

 

 

MainStay Epoch Global Choice Fund

$

561,902

 

$

143,297

 

$

535,441

 

$

142,731

 

MainStay Epoch Global Equity Yield Fund

2,082,035

 

0

 

3,535,559

 

0

 

MainStay Epoch International Small Cap Fund

1,416,313

 

0

 

3,253,582

 

0

 

MainStay Epoch U.S. Equity Fund

1,010,012

 

149,836

 

52087

 

4,617

 
</R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R>

State Street, One Lincoln Street, Boston, Massachusetts, 02111-2900 provides sub-administration and sub-accounting services to certain Funds pursuant to an agreement with New York Life Investments. These services include calculating daily NAVs of the Funds, maintaining general ledger and sub-ledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

</R>

DISTRIBUTION AGREEMENTS

<R>

NYLIFE Distributors LLC, a limited liability company organized under the laws of Delaware with a principal place of business located at 169 Lackawanna Avenue, Parsippany, New Jersey 07054, serves as the distributor and principal underwriter (the "Distributor") of each Fund's shares pursuant to an Amended and Restated Distribution Agreement ("Distribution Agreement"), dated August 1, 2002 for Funds of the MainStay Funds, December 12, 2000 for the Funds of Eclipse Trust, March 30, 2005 for the MainStay High Yield Opportunities Fund, and November 10, 2009 for the Funds of MainStay Funds Trust. NYLIFE Securities LLC ("NYLIFE Securities"), an affiliated company, and other financial intermediaries, sell shares of the Funds pursuant to a dealer agreement with the Distributor. The Distributor and other broker/dealers will pay commissions to sales representatives as well as the cost of printing and mailing prospectuses to potential investors and of any advertising incurred by them in connection with their distribution of Fund shares. In addition, the Distributor will pay for a variety of account maintenance and personal services to shareholders after the sale. The Distributor is not obligated to sell any specific amount of shares of the MainStay Group of Funds. The Distributor receives sales loads and distribution plan payments. The MainStay Group of Funds anticipates making a continuous offering of its shares, although it reserves the right to suspend or terminate such offering at any time with respect to any Fund or class or group of Funds or classes and receives no compensation from the MainStay Group of Funds under the Distribution Agreements. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of the Funds, which may vary based on the type of Fund being promoted and/or which financial intermediary firm is listed on the account. The Distributor, at its own expense, also may, from time to time, provide promotional incentives to dealers who sell Fund shares.

</R>

The Distribution Agreements remain in effect for two years following their respective initial effective dates, and continue in effect if such continuance is specifically approved at least annually by the Board Members or by a vote of a majority of the outstanding voting securities of each of the Funds (as defined in the 1940 Act and the rules thereunder) and, in either case, by a majority of the Independent Board Members. The Distribution Agreements are terminable with respect to a Fund at any time, without payment of a penalty, by vote of a majority of the Independent Board Members, upon 60 days' written notice to the Distributor, or by vote of a majority of the outstanding voting securities of that Fund, upon 60 days' written notice to the Distributor, or by the Distributor, upon not less than 60 days' written notice to MainStay Funds, Eclipse Trust, Eclipse Funds Inc., and/or MainStay Funds Trust. The Distribution Agreements will terminate in the event of their respective assignment.

DISTRIBUTION PLANS

<R>

With respect to each of the Funds (except the MainStay Money Market Fund, MainStay Cash Reserves Fund and MainStay Principal Preservation Fund) the Board has adopted separate plans of distribution pursuant to Rule 12b-1 under the 1940 Act for Investor Class, Class A, Class B, Class C, Class R2, and Class R3 shares of certain Funds (the "Investor Class Plans," the "Class A Plans," the "Class B Plans," the "Class C Plans," the "Class R2 Plans," and the "Class R3 Plans," or collectively, the "12b-1 Plans"). Only certain Funds currently offer Investor Class, Class A, Class B, Class C, Class R2, and Class R3 shares. The Board has also adopted a 12b-1 Plan with respect to the Sweep Shares of the MainStay Cash Reserves Fund ("Sweep Shares Plan").

</R> <R>

Under the 12b-1 Plans, a class of shares of a Fund pays distribution and/or service fees to the Distributor as compensation for distribution and/or service activities related to that class of shares and its shareholders. Because these fees are paid out of a Fund's assets on an on-going basis, over time these fees will increase the cost of an investment and may cost a shareholder more than paying other types of sales charges. Each 12b-1 Plan provides that the distribution and/or service fees are payable to the Distributor regardless of the amounts actually expended by the Distributor. Authorized distribution expenses include the Distributor's interest expense and profit. The Distributor anticipates that its actual expenditures will substantially exceed the distribution fee received by it during the early years of the operation of a 12b-1 Plan. In later years, its expenditures may be less than the distribution fee, thus enabling the Distributor to realize a profit in those years. With regard to Class B shares that are converted to Investor Class or Class A shares, the Manager may continue to pay the amount of the annual service fee to dealers after any such conversion.

</R> <R></R> <R></R>

If a 12b-1 Plan for the Funds is terminated, the Funds will owe no payments to the Distributor other than fees accrued but unpaid on the termination date. Each 12b-1 Plan may be terminated only by specific action of the Board Members or shareholders.

12b-1 Plan revenues may be used to reimburse third parties that provide various services to shareholders who are participants in various retirement plans. These services include activities in connection with the provision of personal, continuing services to investors in a Fund. Overhead and other expenses related to service activities, including telephone and other communications expenses, may be included in the amounts expended for such activities. Persons selling or servicing different classes of shares of the Funds may receive different compensation with respect to one particular class of shares as opposed to another in the same Fund. The Distributor, from its own resources or from those of an affiliate, provides compensation to its wholesaler representatives for their sales efforts in promoting sales of the Funds, which may vary based on the type of Fund being promoted. The Distributor, at its expense, also may from time to time provide additional promotional incentives to dealers who sell Fund shares.

<R></R> <R></R> <R></R> <R></R> <R></R>

Each 12b-1 Plan shall continue in effect from year to year, provided such continuance is approved at least annually by the Board Members or by a vote of a majority of the outstanding voting securities of each of the Funds (as defined in the 1940 Act and the rules thereunder) and, in either case, by a majority of the Independent Board Members. No 12b-1 Plan may be amended to increase materially the amount to be spent for the services described therein without approval of the shareholders of the affected class of shares of a Fund, and all material amendments of a 12b-1 Plan must also be approved by the Board Members in the manner described above. Each 12b-1 Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the affected Fund (as defined in the 1940 Act) on not more than 30 days' written notice to any other party to the 12b-1 Plan. So long as any 12b-1 Plan is in effect, the selection and nomination of Board Members who are not such interested persons has been committed to those Board Members who are not interested persons. Pursuant to each 12b-1 Plan, the Distributor shall provide the MainStay Group of Funds for review by the Board Members, and the Board Members shall review at least quarterly, a written report of the amounts expended under each 12b-1 Plan and the purpose for which such expenditures were made. In the Board Members' quarterly review of each 12b-1 Plan, they will consider its continued appropriateness and the level of compensation provided therein. The Board Members have determined that, in their judgment, there is a reasonable likelihood that each 12b-1 Plan will benefit the respective Fund and its shareholders.

<R>

Pursuant to Conduct Rule 2830 of FINRA, the amount which a Fund may pay for distribution expenses, excluding service fees, is limited to 6.25% of the gross sales of the Fund's shares since inception of the Fund's Plan, plus interest at the prime rate plus 1% per annum (less any contingent deferred sales charges ("CDSCs") paid by shareholders to the Distributor or distribution fee (other than service fees) paid by the Funds to the Distributor).

</R> <R>

For fiscal year ended October 31, 2010, the Funds paid distribution and/or service fees pursuant to the Investor Class, Class A, Class B, Class C, Class R2 and Class R3 Plans as follows:

</R> <R>

YEAR ENDED 10/31/10

AMOUNT
OF FEE
PURSUANT TO
INVESTOR CLASS PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS A PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS B PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS C PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS R2 PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS R3 PLAN

MAINSTAY FUNDS

 

 

 

 

 

 

MainStay Common Stock Fund

$

33,430

 

$

30,549

 

$

95,699

 

$

13,892

 

$

0

 

$

0

 

MainStay Convertible Fund

205,105

 

917,306

 

573,179

 

839,899

 

0

 

0

 

MainStay Flexible Bond Opportunities Fund 1

34,631

 

204,365

 

190,600

 

196,023

 

0

 

0

 

MainStay Global High Income Fund

48,109

 

334,754

 

258,490

 

714,900

 

0

 

0

 

MainStay Government Fund

156,711

 

462,490

 

404,695

 

330,392

 

0

 

0

 

MainStay High Yield Corporate Bond Fund

680,815

 

8,078,020

 

4,107,173

 

6,826,541

 

19,651

 

0

 

MainStay Income Builder Fund 2

414,513

 

575,028

 

751,023

 

98,556

 

0

 

0

 

MainStay International Equity Fund

97,088

 

271,466

 

329,961

 

194,288

 

25,310

 

2,504

 

MainStay Large Cap Growth Fund

210,536

 

3,506,720

 

849,839

 

2,317,204

 

415,308

 

147,336

 

MainStay MAP Fund

264,804

 

842,724

 

1,556,490

 

1,645,696

 

57,842

 

8,506

 

MainStay Money Market Fund

0

 

0

 

0

 

0

 

0

 

0

 

MainStay Tax Free Bond Fund

55,264

 

498,374

 

79,088

 

213,876

 

0

 

0

 

 

 

 

 

 

 

ECLIPSE TRUST

 

 

 

 

 

 

MainStay Balanced Fund

144,510

 

388,957

 

739,728

 

652,154

 

136,736

 

660

 

MainStay U.S. Small Cap Fund 3

149,949

 

236,553

 

430,537

 

196,763

 

0

 

0

 

 

 

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

 

 

 

MainStay High Yield Opportunities Fund 4

7,357

 

236,384

 

0

 

195,339

 

0

 

0

 

 

 

 

 

 

 

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

169

 

554

 

0

 

3,452

 

0

 

0

 

MainStay 130/30 Growth Fund

277

 

649

 

0

 

1,799

 

0

 

0

 

MainStay 130/30 International Fund

357

 

181

 

0

 

901

 

0

 

0

 

MainStay Conservative Allocation Fund

74,844

 

266,238

 

291,386

 

242,840

 

0

 

0

 

MainStay Epoch Global Choice Fund

154

 

4,502

 

0

 

280

 

0

 

0

 

MainStay Epoch Global Equity Yield Fund

211

 

45,462

 

0

 

19,681

 

0

 

0

 

MainStay Epoch International Small Cap Fund

355

 

7,964

 

0

 

6,737

 

0

 

0

 

MainStay Epoch U.S. All Cap Fund 5

17,108

 

37,241

 

64,347

 

37,537

 

0

 

0

 

MainStay Epoch U.S. Equity Fund

166

 

1,115

 

0

 

219

 

0

 

0

 

MainStay Floating Rate Fund

54,203

 

960,363

 

187,045

 

1,542,495

 

0

 

0

 

MainStay Growth Allocation Fund

150,947

 

168,751

 

506,984

 

114,642

 

0

 

0

 

MainStay Growth Equity Fund

561,859

 

483,057

 

961,352

 

27,181

 

0

 

0

 

MainStay High Yield Municipal Bond Fund 6

428

 

12,290

 

0

 

9,799

 

0

 

0

 

MainStay ICAP Equity Fund

29,633

 

68,287

 

0

 

63,812

 

7,963

 

5,825

 

MainStay ICAP Global Fund

775

 

4,523

 

0

 

1,627

 

0

 

0

 

MainStay ICAP International Fund

25,247

 

427,325

 

0

 

172,585

 

82,335

 

40,362

 

MainStay ICAP Select Equity Fund

428,160

 

1,069,122

 

904,436

 

850,821

 

53,694

 

32,716

 

MainStay Indexed Bond Fund

12,732

 

212,504

 

0

 

0

 

0

 

0

 

MainStay Intermediate Term Bond Fund

8,316

 

90,952

 

66,472

 

199,939

 

0

 

0

 

MainStay Moderate Allocation Fund

178,038

 

474,441

 

701,415

 

360,836

 

0

 

0

 

MainStay Moderate Growth Allocation Fund

244,730

 

382,844

 

912,314

 

237,403

 

0

 

0

 

MainStay Retirement 2010 Fund

785

 

16,594

 

0

 

0

 

4,286

 

4,552

 

MainStay Retirement 2020 Fund

3,652

 

30,437

 

0

 

0

 

3,510

 

8,968

 

MainStay Retirement 2030 Fund

2,951

 

28,669

 

0

 

0

 

5,881

 

27,223

 

MainStay Retirement 2040 Fund

2,407

 

15,032

 

0

 

0

 

6,323

 

20,554

 

MainStay Retirement 2050 Fund

1,121

 

4,683

 

0

 

0

 

2,752

 

12,042

 

MainStay S&P 500 Index Fund

46,891

 

504,654

 

0

 

0

 

0

 

0

 

MainStay Short Term Bond Fund

8,682

 

107,680

 

0

 

0

 

0

 

0

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

3

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

4

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

6

The MainStay High Yield Municipal Bond Fund commenced investment operations on March 30, 2010.

</R> <R>

For fiscal year ended October 31, 2009, the Funds paid distribution and/or service fees pursuant to the Investor Class, Class A, Class B, Class C, Class R2 and Class R3 Plans as follows:

</R> <R>

 

</R> <R>

YEAR ENDED 10/31/09

AMOUNT
OF FEE
PURSUANT TO
INVESTOR CLASS PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS A PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS B PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS C PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS R2 PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS R3 PLAN

MAINSTAY FUNDS

 

 

 

 

 

 

MainStay Common Stock Fund

$

28,926

 

$

26,848

 

$

107,384

 

$

13,179

 

$

0

 

$

0

 

MainStay Convertible Fund

171,127

 

658,082

 

562,720

 

523,141

 

0

 

0

 

MainStay Flexible Bond Opportunities Fund 1

27,293

 

122,996

 

184,728

 

102,714

 

0

 

0

 

MainStay Global High Income Fund

38,186

 

191,830

 

230,396

 

359,537

 

0

 

0

 

MainStay Government Fund

160,198

 

492,626

 

519,643

 

320,853

 

0

 

0

 

MainStay High Yield Corporate Bond Fund

561,624

 

5,928,514

 

4,210,404

 

4,353,063

 

5,790

 

0

 

MainStay Income Builder Fund 2

340,982

 

440,287

 

655,673

 

16,648

 

0

 

0

 

MainStay International Equity Fund

91,286

 

208,749

 

342,679

 

139,455

 

5,817

 

1,088

 

MainStay Large Cap Growth Fund

127,086

 

2,366,921

 

592,100

 

1,196,387

 

137,770

 

38,178

 

MainStay MAP Fund

188,007

 

647,012

 

1,587,923

 

1,510,461

 

25,358

 

4,470

 

MainStay Money Market Fund

0

 

0

 

0

 

0

 

0

 

0

 

MainStay Tax Free Bond Fund

53,832

 

352,819

 

107,296

 

52,138

 

0

 

0

 

 

 

 

 

 

 

ECLIPSE TRUST

 

 

 

 

 

 

MainStay Balanced Fund

127,146

 

370,604

 

732,587

 

664,000

 

134,337

 

310

 

MainStay U.S. Small Cap Fund 3

47,547

 

137,056

 

182,799

 

143,643

 

0

 

0

 

 

 

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

 

 

 

MainStay High Yield Opportunities Fund 4

2,804

 

24,020

 

0

 

10,120

 

0

 

0

 

 

 

 

 

 

 

MAINSTAY FUNDS TRUST

 

 

 

 

 

 

MainStay 130/30 Core Fund

104

 

539

 

0

 

3,047

 

0

 

0

 

MainStay 130/30 Growth Fund

176

 

490

 

0

 

1,485

 

0

 

0

 

MainStay 130/30 International Fund

263

 

156

 

0

 

512

 

0

 

0

 

MainStay Conservative Allocation Fund

52,464

 

210,009

 

243,663

 

184,741

 

0

 

0

 

MainStay Epoch U.S. All Cap Fund 5

13,869

 

29,865

 

57,256

 

33,494

 

0

 

0

 

MainStay Floating Rate Fund

41,469

 

689,636

 

191,639

 

1,118,557

 

0

 

0

 

MainStay Growth Allocation Fund

110,985

 

134,381

 

427,149

 

90,239

 

0

 

0

 

MainStay Growth Equity Fund

62

 

128

 

752

 

396

 

0

 

0

 

MainStay ICAP Equity Fund

26,517

 

50,493

 

0

 

44,779

 

4,293

 

1,008

 

MainStay ICAP Global Fund

250

 

1,232

 

0

 

643

 

0

 

0

 

MainStay ICAP International Fund

22,726

 

209,972

 

0

 

175,547

 

38,485

 

16,082

 

MainStay ICAP Select Equity Fund

20,275

 

356,626

 

0

 

446,624

 

27,813

 

17,816

 

MainStay Indexed Bond Fund

8,686

 

184,139

 

0

 

0

 

0

 

0

 

MainStay Intermediate Term Bond Fund

5,298

 

61,953

 

55,376

 

132,085

 

0

 

0

 

MainStay Moderate Allocation Fund

131,799

 

379,888

 

599,371

 

284,284

 

0

 

0

 

MainStay Moderate Growth Allocation Fund

177,299

 

304,050

 

765,500

 

190,467

 

0

 

0

 

MainStay Retirement 2010 Fund

225

 

12,995

 

0

 

0

 

1,891

 

4,519

 

MainStay Retirement 2020 Fund

1,429

 

17,978

 

0

 

0

 

1,068

 

7,215

 

MainStay Retirement 2030 Fund

843

 

16,782

 

0

 

0

 

1,512

 

19,702

 

MainStay Retirement 2040 Fund

825

 

8,734

 

0

 

0

 

1,362

 

15,288

 

MainStay Retirement 2050 Fund

419

 

2,547

 

0

 

0

 

319

 

8,438

 

MainStay S&P 500 Index Fund

39,097

 

431,721

 

0

 

0

 

0

 

0

 

MainStay Short Term Bond Fund

7,199

 

111,679

 

0

 

0

 

0

 

0

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

3

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

4

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

For the fiscal year ended October 31, 2008, the Funds paid distribution and/or service fees pursuant to the Investor Class, Class A, Class B, Class C, Class R2 and Class R3 Plans as follows:

 

<R>

YEAR ENDED 10/31/08

AMOUNT
OF FEE
PURSUANT TO
INVESTOR CLASS PLAN 1

AMOUNT
OF FEE
PURSUANT TO
CLASS A PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS B PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS C PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS R2 PLAN

AMOUNT
OF FEE
PURSUANT TO
CLASS R3 PLAN

MAINSTAY FUNDS

 

 

 

 

 

 

MainStay Common Stock Fund

$

22,738

 

$

67,400

 

$

233,755

 

$

25,765

 

$

0

 

$

0

 

MainStay Convertible Fund

119,456

 

818,559

 

963,891

 

447,967

 

0

 

0

 

MainStay Flexible Bond Opportunities Fund 2

17,277

 

152,944

 

252,676

 

128,703

 

0

 

0

 

MainStay Global High Income Fund

24,996

 

275,811

 

323,705

 

414,775

 

0

 

0

 

MainStay Government Fund

87,361

 

514,257

 

505,283

 

152,131

 

0

 

0

 

MainStay High Yield Corporate Bond Fund

352,264

 

6,217,887

 

6,510,723

 

3,707,196

 

38

 

0

 

MainStay Income Builder Fund 3

242,766

 

857,662

 

1,192,699

 

23,695

 

0

 

0

 

MainStay International Equity Fund

66,310

 

296,015

 

574,347

 

186,517

 

867

 

252

 

MainStay Large Cap Growth Fund

89,156

 

1,035,027

 

1,067,693

 

902,644

 

87,181

 

12,084

 

MainStay MAP Fund

140,923

 

1,201,988

 

2,959,671

 

2,695,749

 

20,343

 

1,710

 

MainStay Money Market Fund

0

 

0

 

0

 

0

 

0

 

0

 

MainStay Small Cap Growth Fund

55,052

 

142,088

 

524,225

 

36,868

 

0

 

0

 

MainStay Tax Free Bond Fund

36,163

 

408,597

 

143,600

 

37,753

 

0

 

0

 

 

 

 

 

 

 

ECLIPSE TRUST

 

 

 

 

 

 

MainStay Balanced Fund

91,819

 

720,502

 

1,177,535

 

1,218,003

 

212,092

 

226

 

MainStay U.S. Small Cap Fund 4

40,850

 

454,121

 

409,810

 

337,767

 

0

 

0

 

 

 

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

 

 

 

MainStay High Yield Opportunities Fund 5

62

 

269

 

0

 

211

 

0

 

0

 

 

 

 

 

 

 

MAINSTAY FUNDS TRUST

 

 

 

 

 

 

MainStay 130/30 Core Fund

95

 

1,042

 

0

 

1,817

 

0

 

0

 

MainStay 130/30 Growth Fund

111

 

733

 

0

 

1,753

 

0

 

0

 

MainStay 130/30 International Fund

160

 

229

 

0

 

689

 

0

 

0

 

MainStay Conservative Allocation Fund

24,659

 

233,189

 

244,445

 

214,656

 

0

 

0

 

MainStay Epoch U.S. All Cap Fund 6

11,642

 

60,431

 

100,813

 

64,913

 

0

 

0

 

MainStay Floating Rate Fund

26,488

 

1,026,021

 

353,135

 

1,681,479

 

0

 

0

 

MainStay Growth Allocation Fund

68,035

 

234,482

 

575,129

 

123,815

 

0

 

0

 

MainStay Growth Equity Fund

40

 

171

 

567

 

567

 

0

 

0

 

MainStay ICAP Equity Fund

18,374

 

75,576

 

0

 

61,848

 

2,204

 

314

 

MainStay ICAP Global Fund 7

56

 

565

 

0

 

124

 

0

 

0

 

MainStay ICAP International Fund

15,897

 

223,964

 

0

 

255,005

 

26,191

 

4,478

 

MainStay ICAP Select Equity Fund

12,083

 

372,059

 

0

 

469,523

 

24,238

 

4,886

 

MainStay Indexed Bond Fund

3,977

 

156,025

 

0

 

0

 

0

 

0

 

MainStay Intermediate Term Bond Fund

2,447

 

31,945

 

39,664

 

54,308

 

0

 

0

 

MainStay Moderate Allocation Fund

73,021

 

469,247

 

685,599

 

324,527

 

0

 

0

 

MainStay Moderate Growth Allocation Fund

104,656

 

459,815

 

945,607

 

255,023

 

0

 

0

 

MainStay Retirement 2010 Fund

90

 

9,713

 

0

 

0

 

0

 

470

 

MainStay Retirement 2020 Fund

368

 

10,887

 

0

 

0

 

0

 

400

 

MainStay Retirement 2030 Fund

126

 

10,922

 

0

 

0

 

0

 

836

 

MainStay Retirement 2040 Fund

93

 

5,600

 

0

 

0

 

0

 

600

 

MainStay Retirement 2050 Fund

86

 

1,675

 

0

 

0

 

0

 

342

 

MainStay S&P 500 Index Fund

27,595

 

659,588

 

0

 

0

 

0

 

0

 

MainStay Short Term Bond Fund

2,751

 

35,241

 

0

 

0

 

0

 

0

 
</R>

1

Investor Class shares were first offered to the public on February 28, 2008.

<R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

6

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

7

The MainStay ICAP Global Fund commenced operations on April 30, 2008.

</R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R>

For the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008, the MainStay Cash Reserves Fund's Sweep Shares paid $972,054, $1,058,090 and $1,061,422, respectively, pursuant to the 12b-1 Plan.

</R> <R>

For the fiscal years ended October 31, 2010 and October 31, 2009, and for the period from February 28, 2008 (inception of Investor Class shares) through the fiscal year ended October 31, 2008, the Distributor retained the following amounts of sales charges, including CDSC, for Investor Class shares of the Funds:

</R>

 

<R>

CDSC - INVESTOR CLASS SHARES

YEAR ENDED 10/31/10

YEAR ENDED 10/31/09

YEAR ENDED 10/31/08

MAINSTAY FUNDS

 

 

 

MainStay Common Stock Fund

$

3,379

 

$

3,676

 

$

3,460

 

MainStay Convertible Fund

22,694

 

18,202

 

15,590

 

MainStay Flexible Bond Opportunities Fund 1

13,485

 

5,061

 

3,768

 

MainStay Global High Income Fund

11,840

 

5,941

 

4,790

 

MainStay Government Fund

12,561

 

12,368

 

7,834

 

MainStay High Yield Corporate Bond Fund

105,403

 

83,629

 

30,934

 

MainStay Income Builder Fund 2

20,331

 

14,111

 

10,734

 

MainStay International Equity Fund

15,179

 

15,916

 

16,888

 

MainStay Large Cap Growth Fund

30,631

 

22,217

 

17,700

 

MainStay MAP Fund

48,610

 

42,771

 

36,470

 

MainStay Money Market Fund

300

 

2,247

 

543

 

MainStay Tax Free Bond Fund

8,158

 

2,628

 

1,925

 

 

 

 

ECLIPSE TRUST

 

 

 

MainStay Balanced Fund

24,106

 

24,557

 

19,419

 

MainStay U.S. Small Cap Fund 3

20,316

 

9,528

 

7,782

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

MainStay High Yield Opportunities Fund 4

1,824

 

334

 

0

 

 

 

 

MAINSTAY FUNDS TRUST

 

 

 

MainStay 130/30 Core Fund

135

 

146

 

40

 

MainStay 130/30 Growth Fund

336

 

242

 

87

 

MainStay 130/30 International Fund

452

 

218

 

488

 

MainStay Conservative Allocation Fund

52,296

 

36,185

 

22,443

 

MainStay Epoch Global Choice Fund

505

 

N/A

 

N/A

 

MainStay Epoch Global Equity Yield Fund

650

 

N/A

 

N/A

 

MainStay Epoch International Small Cap Fund

918

 

N/A

 

N/A

 

MainStay Epoch U.S. All Cap Fund 5

5,014

 

3,786

 

5,680

 

MainStay Epoch U.S. Equity Fund

285

 

N/A

 

N/A

 

MainStay Floating Rate Fund

7,986

 

4,652

 

2,429

 

MainStay Growth Allocation Fund

90,001

 

82,951

 

52,458

 

MainStay Growth Equity Fund

26,820

 

0

 

0

 

MainStay High Yield Municipal Bond Fund

1,687

 

0

 

0

 

MainStay ICAP Equity Fund

7,648

 

8,597

 

3,374

 

MainStay ICAP Global Fund

1,268

 

371

 

296

 

MainStay ICAP International Fund

6,354

 

6,838

 

4,110

 

MainStay ICAP Select Equity Fund

36,349

 

9,196

 

3,331

 

MainStay Indexed Bond Fund

2,805

 

2,014

 

1,091

 

MainStay Intermediate Term Bond Fund

5,707

 

1,961

 

1,052

 

MainStay Moderate Allocation Fund

108,599

 

86,284

 

59,108

 

MainStay Moderate Growth Allocation Fund

153,043

 

126,076

 

89,104

 

MainStay Retirement 2010 Fund

2,207

 

1,009

 

10

 

MainStay Retirement 2020 Fund

6,298

 

3,479

 

510

 

MainStay Retirement 2030 Fund

7,155

 

3,412

 

405

 

MainStay Retirement 2040 Fund

5,395

 

3,258

 

415

 

MainStay Retirement 2050 Fund

2,525

 

1,331

 

261

 

MainStay S&P 500 Index Fund

6,934

 

6,457

 

5,563

 

MainStay Short Term Bond Fund

1,930

 

2,068

 

1,112

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

3

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

4

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

For the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008, the Distributor retained the following amounts of sales charges, including CDSC, for Class A shares of the Funds:

</R>

 

<R>

CDSC - CLASS A SHARES

YEAR ENDED 10/31/10

YEAR ENDED 10/31/09

YEAR ENDED 10/31/08

MAINSTAY FUNDS

 

 

 

MainStay Common Stock Fund

$

1,513

 

$

1,737

 

$

9,188

 

MainStay Convertible Fund

120,155

 

121,263

 

165,818

 

MainStay Flexible Bond Opportunities Fund 1

94,625

 

21,509

 

18,984

 

MainStay Global High Income Fund

78,133

 

30,067

 

77,953

 

MainStay Government Fund

24,336

 

34,599

 

37,610

 

MainStay High Yield Corporate Bond Fund

827,249

 

1,115,293

 

402,260

 

MainStay Income Builder Fund 2

10,548

 

5,443

 

20,922

 

MainStay International Equity Fund

20,905

 

24,319

 

55,385

 

MainStay Large Cap Growth Fund

110,902

 

108,765

 

166,016

 

MainStay MAP Fund

39,933

 

27,721

 

124,177

 

MainStay Money Market Fund

3,014

 

15,217

 

37,064

 

MainStay Tax Free Bond Fund

154,786

 

49,635

 

16,148

 

 

 

 

ECLIPSE TRUST

 

 

 

MainStay Balanced Fund

15,119

 

9,609

 

55,206

 

MainStay U.S. Small Cap Fund 3

11,443

 

6,188

 

16.421

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

MainStay High Yield Opportunities Fund 4

151,239

 

12,595

 

0

 

 

 

 

MAINSTAY FUNDS TRUST

 

 

 

MainStay 130/30 Core Fund

516

 

236

 

234

 

MainStay 130/30 Growth Fund

306

 

0

 

1,244

 

MainStay 130/30 International Fund

28

 

43

 

565

 

MainStay Conservative Allocation Fund

95,047

 

62,962

 

115,117

 

MainStay Epoch Global Choice Fund

692

 

N/A

 

N/A

 

MainStay Epoch Global Equity Yield Fund

16,513

 

N/A

 

N/A

 

MainStay Epoch International Small Cap Fund

2,738

 

N/A

 

N/A

 

MainStay Epoch U.S. All Cap Fund 5

2,505

 

1,899

 

8,794

 

MainStay Epoch U.S. Equity Fund

452

 

N/A

 

N/A

 

MainStay Floating Rate Fund

89,062

 

73,852

 

172,445

 

MainStay Growth Allocation Fund

32,302

 

27,251

 

121,337

 

MainStay Growth Equity Fund

7,537

 

0

 

0

 

MainStay High Yield Municipal Bond Fund

35,150

 

0

 

0

 

MainStay ICAP Equity Fund

6,367

 

5,873

 

3,631

 

MainStay ICAP Global Fund

927

 

556

 

2,167

 

MainStay ICAP International Fund

10,748

 

10,183

 

7,017

 

MainStay ICAP Select Equity Fund

61,789

 

41,202

 

15,057

 

MainStay Indexed Bond Fund

12,471

 

7,355

 

6,666

 

MainStay Intermediate Term Bond Fund

28,548

 

21,616

 

5,970

 

MainStay Moderate Allocation Fund

108,665

 

66,742

 

188,134

 

MainStay Moderate Growth Allocation Fund

80,181

 

47,349

 

208,502

 

MainStay Retirement 2010 Fund

602

 

0

 

5

 

MainStay Retirement 2020 Fund

2,117

 

1,320

 

1,988

 

MainStay Retirement 2030 Fund

1,005

 

508

 

873

 

MainStay Retirement 2040 Fund

466

 

318

 

640

 

MainStay Retirement 2050 Fund

141

 

377

 

113

 

MainStay S&P 500 Index Fund

6,244

 

7,145

 

22,231

 

MainStay Short Term Bond Fund

9,336

 

26,985

 

11,600

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R></R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R></R>

3

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

4

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

<R>

For the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008, the Distributor retained the following amounts of sales charges, including CDSC, for Class B shares of the Funds:

</R> <R>

 

</R> <R>

CDSC - CLASS B SHARES

YEAR ENDED 10/31/10

YEAR ENDED 10/31/09

YEAR ENDED 10/31/08

MAINSTAY FUNDS

 

 

 

MainStay Common Stock Fund

$

13,819

 

$

16,340

 

$

32,582

 

MainStay Convertible Fund

66,680

 

75,557

 

108,496

 

MainStay Flexible Bond Opportunities Fund 1

15,618

 

23,219

 

32,136

 

MainStay Global High Income Fund

27,505

 

30,688

 

73,765

 

MainStay Government Fund

53,364

 

82,765

 

81,451

 

MainStay High Yield Corporate Bond Fund

397,519

 

466,664

 

421,273

 

MainStay Income Builder Fund 2

83,131

 

88,210

 

157,857

 

MainStay International Equity Fund

38,784

 

49,173

 

96,864

 

MainStay Large Cap Growth Fund

131,928

 

95,206

 

155,187

 

MainStay MAP Fund

187,674

 

213,539

 

407,547

 

MainStay Money Market Fund 3

212,630

 

344,743

 

323,786

 

MainStay Tax Free Bond Fund

9,544

 

16,754

 

22,835

 

ECLIPSE TRUST

 

 

 

MainStay Balanced Fund

117,039

 

167,049

 

271,609

 

MainStay U.S. Small Cap Fund 4

62,420

 

30,075

 

84,078

 

MAINSTAY FUNDS TRUST

 

 

 

MainStay Conservative Allocation Fund

45,386

 

56,828

 

50,736

 

MainStay Epoch U.S. All Cap Fund 5

12,085

 

10,841

 

19,788

 

MainStay Floating Rate Fund

21,809

 

26,751

 

77,771

 

MainStay Growth Allocation Fund

101,922

 

95,148

 

130,036

 

MainStay Growth Equity Fund

146,921

 

0

 

0

 

MainStay ICAP Select Equity Fund 6

88,145

 

0

 

0

 

MainStay Intermediate Term Bond Fund

8,870

 

10,866

 

10,527

 

MainStay Moderate Allocation Fund

123,860

 

113,977

 

121,365

 

MainStay Moderate Growth Allocation Fund

172,369

 

160,749

 

176,572

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

3

The amount shown represents proceeds from CDSCs that were assessed on redemptions of shares that had previously been exchanged from other Funds into the MainStay Money Market Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

6

Class B shares of the MainStay ICAP Select Equity Fund commenced operations on August 7, 2009.

</R> <R>

For the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008, the Distributor retained the following amounts of sales charges, including CDSC, for Class C shares of the Funds:

</R> <R>

 

</R> <R>

CDSC - CLASS C SHARES

YEAR ENDED 10/31/10

YEAR ENDED 10/31/09

YEAR ENDED 10/31/08

MAINSTAY FUNDS

 

 

 

MainStay Common Stock Fund

$

29

 

$

50

 

$

731

 

MainStay Convertible Fund

19,983

 

22,459

 

18,023

 

MainStay Flexible Bond Opportunities Fund 1

3,890

 

787

 

2,036

 

MainStay Global High Income Fund

21,158

 

21,033

 

11,453

 

MainStay Government Fund

6,614

 

6,696

 

4,520

 

MainStay HighYield Corporate Bond Fund

203,075

 

139,344

 

29,180

 

MainStay Income Builder Fund 2

271

 

177

 

772

 

MainStay International Equity Fund

13,588

 

7,347

 

4,955

 

MainStay Large Cap Growth Fund

48,192

 

60,945

 

42,407

 

MainStay MAP Fund

7,576

 

14,736

 

34,559

 

MainStay Money Market Fund 3

13,276

 

27,468

 

51,864

 

MainStay Tax Free Bond Fund

12,421

 

327

 

3,615

 

 

 

 

ECLIPSE TRUST

 

 

 

MainStay Balanced Fund

3,366

 

2,768

 

14,857

 

MainStay U.S. Small Cap Fund 4

1,332

 

454

 

5,102

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

MainStay High Yield Opportunities Fund 5

10,794

 

47

 

0

 

 

 

 

MAINSTAY FUNDS TRUST

 

 

 

MainStay 130/30 Core Fund

15

 

429

 

0

 

MainStay 130/30 Growth Fund

0

 

0

 

167

 

MainStay 130/30 International Fund

0

 

0

 

213

 

MainStay Conservative Allocation Fund

8,920

 

4,762

 

14,399

 

MainStay Epoch Global Choice Fund

54

 

N/A

 

N/A

 

MainStay Epoch Global Equity Yield Fund

0

 

N/A

 

N/A

 

MainStay Epoch International Small Cap Fund

0

 

N/A

 

N/A

 

MainStay Epoch U.S. All Cap Fund 6

157

 

151

 

1,366

 

MainStay Epoch U.S. Equity Fund

0

 

N/A

 

N/A

 

MainStay Floating Rate Fund

49,655

 

48,286

 

61,721

 

MainStay Growth Allocation Fund

2,397

 

1,680

 

5,165

 

MainStay Growth Equity Fund

256

 

0

 

0

 

MainStay High Yield Municipal Bond Fund

0

 

0

 

N/A

 

MainStay ICAP Equity Fund

1,096

 

262

 

1,884

 

MainStay ICAP Global Fund

489

 

15

 

26

 

MainStay ICAP International Fund

1,826

 

4,918

 

9,993

 

MainStay ICAP Select Equity Fund

15,104

 

15,801

 

29,851

 

MainStay Intermediate Term Bond Fund

6,536

 

2,827

 

2,341

 

MainStay Moderate Allocation Fund

7,418

 

7,289

 

9,317

 

MainStay Moderate Growth Allocation Fund

3,984

 

4,411

 

8,053

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

3

The amount shown represents proceeds from CDSCs that were assessed on redemptions of shares that had previously been exchanged from other Funds into the MainStay Money Market Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

6

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

For the fiscal year ended October 31, 2010, it is estimated that the following amounts were spent for distribution-related activities with respect to the Investor Class shares of each Fund:

</R> <R></R>

 

<R>

INVESTOR CLASS EXPENSE CATEGORIES

SALES MATERIAL AND ADVERTISING

PRINTING AND MAILING PROSPECTUSES TO OTHER THAN CURRENT SHAREHOLDERS

COMPENSATION TO DISTRIBUTION PERSONNEL

COMPENSATION TO SALES PERSONNEL

COMPENSATION TO BROKER DEALERS

OTHER 1

APPROXIMATE TOTAL AMOUNT SPENT BY NYLIFE DISTRIBUTORS WITH RESPECT TO FUND

MAINSTAY FUNDS

MainStay Common Stock Fund

$

81

 

$

34

 

$

2,627

 

$

50,585

 

$

3,509

 

$

1,334

 

$

58,169

 

MainStay Convertible Fund

272

 

337

 

23,984

 

322,236

 

15,512

 

10,617

 

372,958

 

MainStay Flexible Bond Opportunities Fund 2

121

 

273

 

17,426

 

123,131

 

5,268

 

5,604

 

151,823

 

MainStay Global High Income Fund

163

 

213

 

13,898

 

122,389

 

4,590

 

4,817

 

146,071

 

MainStay Government Fund

214

 

207

 

15,213

 

229,907

 

8,535

 

7,205

 

261,281

 

MainStay High Yield Corporate Bond Fund

1,142

 

2,263

 

147,375

 

1,328,143

 

66,063

 

55,121

 

1,600,108

 

MainStay Income Builder Fund 3

358

 

231

 

20,461

 

504,098

 

22,500

 

13,493

 

561,141

 

MainStay International Equity Fund

327

 

163

 

11,779

 

179,279

 

8,064

 

5,006

 

204,618

 

MainStay Large Cap Growth Fund

851

 

883

 

48,938

 

376,288

 

56,666

 

18,830

 

502,456

 

MainStay MAP Fund

863

 

551

 

38,580

 

530,877

 

30,250

 

15,552

 

616,673

 

MainStay Money Market Fund

809

 

1,795

 

157,619

 

4,980

 

0

 

46,255

 

211,459

 

MainStay Tax Free Bond Fund

24

 

44

 

10,123

 

106,050

 

2,248

 

3,680

 

122,167

 

ECLIPSE TRUST

MainStay Balanced Fund

394

 

278

 

19,603

 

277,711

 

13,411

 

8,106

 

319,503

 

MainStay U.S. Small Cap Fund 4

355

 

755

 

23,593

 

268,765

 

12,724

 

10,388

 

316,580

 

ECLIPSE FUNDS INC.

MainStay High Yield Opportunities Fund 5

145

 

277

 

13,206

 

14,817

 

1,107

 

4,428

 

33,980

 

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

1

 

2

 

143

 

895

 

0

 

51

 

1,092

 

MainStay 130/30 Growth Fund

1

 

5

 

308

 

2,243

 

55

 

93

 

2,706

 

MainStay 130/30 International Fund

2

 

7

 

442

 

3,017

 

60

 

134

 

3,661

 

MainStay Conservative Allocation Fund

720

 

610

 

39,629

 

394,151

 

2,408

 

12,339

 

449,857

 

MainStay Epoch Global Choice Fund

2

 

8

 

516

 

3,277

 

0

 

151

 

3,954

 

MainStay Epoch Global Equity Yield Fund

4

 

12

 

748

 

3,659

 

0

 

221

 

4,643

 

MainStay Epoch International Small Cap Fund

4

 

15

 

943

 

5,551

 

2

 

277

 

6,791

 

MainStay Epoch U. S. All Cap Fund 6

70

 

66

 

4,359

 

44,872

 

2,893

 

1,539

 

53,799

 

MainStay Epoch U.S. Equity Fund

10

 

18

 

901

 

1,806

 

0

 

290

 

3,025

 

MainStay Floating Rate Fund

151

 

329

 

21,171

 

123,395

 

1,887

 

7,042

 

153,974

 

MainStay Growth Allocation Fund

1,483

 

911

 

60,015

 

688,692

 

13,645

 

19,130

 

783,875

 

MainStay Growth Equity Fund

486

 

329

 

28,669

 

732,043

 

40,773

 

18,570

 

820,870

 

MainStay High Yield Municipal Bond Fund 7

6

 

45

 

2,822

 

13,852

 

0

 

823

 

17,549

 

MainStay ICAP Equity Fund

136

 

81

 

5,527

 

72,857

 

2,854

 

2,063

 

83,517

 

MainStay ICAP Global Fund

5

 

21

 

1,325

 

8,280

 

202

 

394

 

10,228

 

MainStay ICAP International Fund

55

 

94

 

6,215

 

60,106

 

2,454

 

2,235

 

71,158

 

MainStay ICAP Select Equity Fund

691

 

587

 

40,504

 

631,439

 

46,222

 

19,644

 

739,088

 

MainStay Indexed Bond Fund

82

 

124

 

7,636

 

38,657

 

1,137

 

2,431

 

50,068

 

MainStay Intermediate Term Bond Fund

51

 

116

 

7,305

 

46,437

 

886

 

2,232

 

57,027

 

MainStay Moderate Allocation Fund

1,723

 

1,140

 

74,875

 

836,814

 

9,347

 

23,756

 

947,655

 

MainStay Moderate Growth Allocation Fund

2,465

 

1,563

 

102,721

 

1,167,964

 

17,515

 

32,529

 

1,324,756

 

MainStay Retirement 2010 Fund

61

 

11

 

753

 

14,502

 

106

 

189

 

15,623

 

MainStay Retirement 2020 Fund

151

 

39

 

2,628

 

39,790

 

846

 

721

 

44,176

 

MainStay Retirement 2030 Fund

154

 

53

 

3,471

 

46,133

 

1,831

 

948

 

52,590

 

MainStay Retirement 2040 Fund

126

 

33

 

2,223

 

33,813

 

1,121

 

598

 

37,914

 

MainStay Retirement 2050 Fund

63

 

12

 

848

 

15,417

 

915

 

221

 

17,476

 

MainStay S&P 500 Index Fund

347

 

202

 

13,363

 

105,801

 

6,853

 

4,516

 

131,082

 

MainStay Short Term Bond Fund

59

 

65

 

4,208

 

27,120

 

818

 

1,337

 

33,608

 
</R> <R>

1

Includes Board Member fees, travel, telephone, postage, training material and other miscellaneous expenses.

</R> <R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

6

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

7

The MainStay High Yield Municipal Bond Fund commenced investment operations on March 30, 2010.

</R> <R>

For the fiscal year ended October 31, 2010, it is estimated that the following amounts were spent for distribution-related activities with respect to the Class A shares of each Fund:

</R> <R></R>

 

<R>

CLASS A EXPENSE CATEGORIES

SALES MATERIAL AND ADVERTISING

PRINTING AND MAILING PROSPECTUSES TO OTHER THAN CURRENT SHAREHOLDERS

COMPENSATION TO DISTRIBUTION PERSONNEL

COMPENSATION TO SALES PERSONNEL

COMPENSATION TO BROKER DEALERS

OTHER 1

APPROXIMATE TOTAL AMOUNT SPENT BY NYLIFE DISTRIBUTORS WITH RESPECT TO FUND

MAINSTAY FUNDS

MainStay Common Stock Fund

$

82

 

$

49

 

$

3,416

 

$

36,873

 

$

14,400

 

$

1,671

 

$

56,492

 

MainStay Convertible Fund

4,884

 

8,721

 

421,005

 

331,899

 

1,022,700

 

224,137

 

2,013,345

 

MainStay Flexible Bond Opportunities Fund 2

1,687

 

4,157

 

221,769

 

369,770

 

350,654

 

73,587

 

1,021,623

 

MainStay Global High Income Fund

4,073

 

7,660

 

368,001

 

170,927

 

600,496

 

132,782

 

1,283,939

 

MainStay Government Fund

977

 

808

 

54,268

 

384,379

 

150,383

 

24,572

 

615,387

 

MainStay High Yield Corporate Bond Fund

33,879

 

65,870

 

3,304,900

 

4,867,765

 

6,030,159

 

2,015,595

 

16,318,168

 

MainStay Income Builder Fund 3

619

 

330

 

27,297

 

446,297

 

158,777

 

30,265

 

663,585

 

MainStay International Equity Fund

1,684

 

2,564

 

121,172

 

138,580

 

239,272

 

47,710

 

550,983

 

MainStay Large Cap Growth Fund

45,396

 

76,892

 

3,514,041

 

210,694

 

2,129,730

 

1,984,332

 

7,961,085

 

MainStay MAP Fund

2,256

 

2,886

 

152,462

 

380,724

 

729,898

 

90,581

 

1,358,807

 

MainStay Money Market Fund

15,436

 

10,069

 

803,721

 

143,419

 

9,553

 

229,619

 

1,211,817

 

MainStay Tax Free Bond Fund

3,721

 

2,513

 

355,355

 

567,559

 

932,561

 

124,271

 

1,985,980

 

ECLIPSE TRUST

MainStay Balanced Fund

935

 

527

 

35,917

 

343,106

 

209,108

 

25,926

 

615,518

 

MainStay U.S. Small Cap Fund 4

575

 

6,578

 

115,488

 

115,413

 

178,978

 

74,849

 

491,881

 

ECLIPSE FUNDS INC.

 

 

MainStay High Yield Opportunities Fund 5

11,908

 

21,169

 

945,380

 

28,596

 

1,085,678

 

360,859

 

2,453,589

 

MAINSTAY FUNDS TRUST

 

 

MainStay 130/30 Core Fund

5

 

15

 

867

 

213

 

2,219

 

268

 

3,586

 

MainStay 130/30 Growth Fund

13

 

25

 

1,180

 

67

 

2,208

 

400

 

3,894

 

MainStay 130/30 International Fund

1

 

4

 

194

 

222

 

44

 

60

 

525

 

MainStay Conservative Allocation Fund

726

 

2,087

 

131,054

 

580,944

 

247,161

 

42,755

 

1,004,727

 

MainStay Epoch Global Choice Fund

19

 

35

 

1,688

 

424

 

9,552

 

9,415

 

21,135

 

MainStay Epoch Global Equity Yield Fund

982

 

1,737

 

78,468

 

931

 

164,131

 

29,077

 

275,327

 

MainStay Epoch International Small Cap Fund

102

 

206

 

9,904

 

1,974

 

18,294

 

12,897

 

43,378

 

MainStay Epoch U.S. All Cap Fund 6

312

 

109

 

7,335

 

15,246

 

28,710

 

2,694

 

54,406

 

MainStay Epoch U.S. Equity Fund

45

 

83

 

3,820

 

10

 

2,952

 

2,991

 

9,901

 

MainStay Floating Rate Fund

10,548

 

21,089

 

1,017,688

 

379,525

 

1,181,567

 

431,200

 

3,041,617

 

MainStay Growth Allocation Fund

411

 

714

 

45,366

 

255,368

 

102,727

 

33,317

 

437,904

 

MainStay Growth Equity Fund

680

 

296

 

23,189

 

387,051

 

191,416

 

17,367

 

619,998

 

MainStay High Yield Municipal Bond Fund

753

 

1,953

 

100,148

 

75,011

 

210,823

 

40,073

 

428,761

 

MainStay ICAP Equity Fund

427

 

434

 

22,327

 

22,927

 

53,440

 

10,320

 

109,874

 

MainStay ICAP Global Fund

58

 

115

 

5,648

 

3,319

 

4,488

 

2,256

 

15,885

 

MainStay ICAP International Fund

5,259

 

9,252

 

421,565

 

33,605

 

219,118

 

203,365

 

892,165

 

MainStay ICAP Select Equity Fund

8,015

 

12,801

 

604,418

 

406,555

 

837,855

 

283,158

 

2,152,803

 

MainStay Indexed Bond Fund

2,089

 

1,489

 

96,982

 

382,259

 

121,867

 

30,777

 

635,462

 

MainStay Intermediate Term Bond Fund

971

 

1,474

 

76,990

 

52,889

 

181,562

 

25,917

 

339,802

 

MainStay Moderate Allocation Fund

1,066

 

2,550

 

161,321

 

801,326

 

294,467

 

55,569

 

1,316,298

 

MainStay Moderate Growth Allocation Fund

945

 

1,787

 

114,851

 

638,193

 

220,517

 

40,338

 

1,016,631

 

MainStay Retirement 2010 Fund

155

 

39

 

2,784

 

4,990

 

4,126

 

1,007

 

13,102

 

MainStay Retirement 2020 Fund

307

 

100

 

6,795

 

7,000

 

16,395

 

2,335

 

32,933

 

MainStay Retirement 2030 Fund

300

 

80

 

5,527

 

7,655

 

14,063

 

1,940

 

29,565

 

MainStay Retirement 2040 Fund

222

 

41

 

2,990

 

3,044

 

7,397

 

991

 

14,685

 

MainStay Retirement 2050 Fund

90

 

20

 

1,365

 

397

 

2,692

 

419

 

4,982

 

MainStay S&P 500 Index Fund

4,448

 

1,618

 

99,605

 

347,710

 

212,415

 

46,879

 

712,674

 

MainStay Short Term Bond Fund

1,070

 

2,106

 

102,504

 

43,361

 

105,043

 

58,153

 

312,237

 
</R>

1

Includes Board Member fees, travel, telephone, postage, training material and other miscellaneous expenses.

<R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

6

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

For the fiscal year ended October 31, 2010, it is estimated that the following amounts were spent for distribution-related activities with respect to the Class B shares of each Fund:

</R> <R></R>

 

<R>

CLASS B EXPENSE CATEGORIES

SALES MATERIAL AND ADVERTISING

PRINTING AND MAILING PROSPECTUSES TO OTHER THAN CURRENT SHAREHOLDERS

COMPENSATION TO DISTRIBUTION PERSONNEL

COMPENSATION TO SALES PERSONNEL

COMPENSATION TO BROKER DEALERS

OTHER 1

APPROXIMATE TOTAL AMOUNT SPENT BY NYLIFE DISTRIBUTORS WITH RESPECT TO FUND

MAINSTAY FUNDS

MainStay Common Stock Fund

$

101

 

$

38

 

$

2,741

 

$

44,994

 

$

4,249

 

$

1,181

 

$

53,303

 

MainStay Convertible Fund

400

 

504

 

28,379

 

175,564

 

157,928

 

11,535

 

374,310

 

MainStay Flexible Bond Opportunities Fund 2

149

 

206

 

11,761

 

66,031

 

58,723

 

4,529

 

141,399

 

MainStay Global High Income Fund

217

 

308

 

16,268

 

68,193

 

114,073

 

6,331

 

205,391

 

MainStay Government Fund

243

 

169

 

11,663

 

136,248

 

44,498

 

5,388

 

198,209

 

MainStay High Yield Corporate Bond Fund

1,559

 

2,542

 

145,975

 

838,642

 

955,626

 

68,152

 

2,012,496

 

MainStay Income Builder Fund 3

462

 

288

 

20,449

 

293,046

 

36,565

 

9,255

 

360,066

 

MainStay International Equity Fund

245

 

167

 

10,750

 

111,784

 

50,738

 

4,842

 

178,527

 

MainStay Large Cap Growth Fund

633

 

514

 

31,485

 

292,431

 

157,023

 

13,691

 

495,776

 

MainStay MAP Fund

870

 

729

 

46,408

 

452,880

 

220,768

 

21,459

 

743,115

 

MainStay Money Market Fund

390

 

555

 

50,541

 

-

 

-

 

20,294

 

71,779

 

MainStay Tax Free Bond Fund

112

 

141

 

10,781

 

48,745

 

56,983

 

4,135

 

120,896

 

ECLIPSE FUNDS

MainStay Balanced Fund

357

 

261

 

18,264

 

212,596

 

94,442

 

9,044

 

334,964

 

MainStay U.S. Small Cap Fund 4

91

 

214

 

11,210

 

177,874

 

38,672

 

5,823

 

233,883

 

MAINSTAY FUNDS TRUST

MainStay Conservative Allocation Fund

399

 

344

 

21,901

 

201,417

 

32,446

 

7,518

 

264,026

 

MainStay Epoch U.S. All Cap Fund 5

63

 

40

 

2,646

 

29,797

 

7,008

 

1,077

 

40,630

 

MainStay Floating Rate Fund

158

 

292

 

15,697

 

47,899

 

74,973

 

5,777

 

144,794

 

MainStay Growth Allocation Fund

793

 

491

 

32,760

 

369,786

 

21,378

 

11,355

 

436,564

 

MainStay Growth Equity Fund

691

 

538

 

36,542

 

453,198

 

59,848

 

14,920

 

565,737

 

MainStay ICAP Select Equity Fund

616

 

430

 

28,591

 

353,729

 

81,325

 

12,648

 

477,340

 

MainStay Intermediate Term Bond Fund

52

 

90

 

5,141

 

23,665

 

25,357

 

1,884

 

56,189

 

MainStay Moderate Allocation Fund

885

 

719

 

47,534

 

491,073

 

36,710

 

16,459

 

593,379

 

MainStay Moderate Growth Allocation Fund

1,327

 

909

 

60,657

 

663,508

 

33,881

 

20,919

 

781,202

 
</R> <R>

1

Includes Board Member fees, travel, telephone, postage, training material and other miscellaneous expenses.

</R> <R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R></R> <R>

For the fiscal year ended October 31, 2010, it is estimated that the following amounts were spent for distribution-related activities with respect to the Class C shares of each Fund:

</R> <R></R>

 

<R>

CLASS C EXPENSE CATEGORIES

SALES MATERIAL AND ADVERTISING

PRINTING AND MAILING PROSPECTUSES TO OTHER THAN CURRENT SHAREHOLDERS

COMPENSATION TO DISTRIBUTION PERSONNEL

COMPENSATION TO SALES PERSONNEL

COMPENSATION TO BROKER DEALERS

OTHER 1

APPROXIMATE TOTAL AMOUNT SPENT BY NYLIFE DISTRIBUTORS WITH RESPECT TO FUND

MAINSTAY FUNDS

MainStay Common Stock Fund

$

8

 

$

7

 

$

472

 

$

5,767

 

$

7,850

 

$

260

 

$

14,364

 

MainStay Convertible Fund

1,128

 

2,106

 

100,956

 

42,312

 

713,507

 

38,159

 

898,168

 

MainStay Flexible Bond Opportunities Fund 2

590

 

1,485

 

78,110

 

71,167

 

188,694

 

25,247

 

365,292

 

MainStay Global High Income Fund

1,432

 

2,673

 

126,501

 

35,450

 

623,492

 

45,203

 

834,751

 

MainStay Government Fund

188

 

516

 

29,284

 

60,900

 

240,250

 

15,487

 

346,624

 

MainStay High Yield Corporate Bond Fund

6,815

 

14,044

 

705,309

 

722,127

 

4,886,788

 

266,004

 

6,601,087

 

MainStay Income Builder Fund 3

74

 

98

 

5,148

 

31,014

 

66,726

 

2,109

 

105,168

 

MainStay International Equity Fund

319

 

512

 

24,420

 

23,040

 

145,229

 

9,051

 

202,571

 

MainStay Large Cap Growth Fund

4,429

 

7,755

 

356,649

 

45,926

 

2,065,166

 

140,142

 

2,620,067

 

MainStay MAP Fund

534

 

914

 

48,856

 

92,114

 

1,557,940

 

25,458

 

1,725,817

 

MainStay Money Market Fund

301

 

1,222

 

107,737

 

0

 

0

 

31,082

 

140,343

 

MainStay Tax Free Bond Fund

2,422

 

1,302

 

188,995

 

71,512

 

392,478

 

54,623

 

711,332

 

ECLIPSE TRUST

MainStay Balanced Fund

162

 

270

 

15,595

 

72,499

 

578,289

 

8,362

 

675,177

 

MainStay U.S. Small Cap Fund 4

130

 

3,372

 

47,776

 

28,104

 

172,705

 

22,300

 

274,386

 

ECLIPSE FUNDS INC.

 

 

MainStay High Yield Opportunities Fund 5

3,397

 

5,997

 

269,806

 

6,519

 

610,961

 

91,073

 

987,753

 

MAINSTAY FUNDS TRUST

MainStay 130/30 Core Fund

2

 

4

 

200

 

221

 

2,923

 

81

 

3,431

 

MainStay 130/30 Growth Fund

6

 

10

 

471

 

239

 

1,714

 

165

 

2,605

 

MainStay 130/30 International Fund

1

 

4

 

221

 

520

 

287

 

70

 

1,104

 

MainStay Conservative Allocation Fund

318

 

802

 

47,468

 

161,819

 

94,179

 

15,103

 

319,689

 

MainStay Epoch Global Choice Fund

0

 

1

 

85

 

73

 

68

 

26

 

254

 

MainStay Epoch Global Equity Yield Fund

345

 

609

 

27,372

 

680

 

60,479

 

9,240

 

98,725

 

MainStay Epoch International Small Cap Fund

69

 

123

 

5,569

 

159

 

12,096

 

1,889

 

19,905

 

MainStay Epoch U.S. All Cap Fund 6

15

 

21

 

1,305

 

5,341

 

32,388

 

582

 

39,652

 

MainStay Epoch U.S. Equity Fund

0

 

1

 

40

 

63

 

-

 

13

 

117

 

MainStay Floating Rate Fund

3,554

 

6,878

 

328,812

 

204,646

 

1,415,822

 

115,109

 

2,074,821

 

MainStay Growth Allocation Fund

178

 

192

 

11,935

 

65,974

 

51,287

 

3,936

 

133,502

 

MainStay Growth Equity Fund

24

 

25

 

1,435

 

13,558

 

18,512

 

574

 

34,127

 

MainStay High Yield Municipal Bond Fund

201

 

466

 

23,590

 

8,288

 

38,327

 

7,519

 

78,392

 

MainStay ICAP Equity Fund

115

 

206

 

9,879

 

12,726

 

54,070

 

3,518

 

80,514

 

MainStay ICAP Global Fund

2

 

5

 

299

 

693

 

785

 

96

 

1,881

 

MainStay ICAP International Fund

103

 

199

 

10,213

 

16,413

 

146,450

 

4,122

 

177,500

 

MainStay ICAP Select Equity Fund

1,665

 

2,960

 

137,956

 

47,627

 

826,094

 

50,314

 

1,066,617

 

MainStay Intermediate Term Bond Fund

252

 

697

 

38,162

 

42,225

 

143,134

 

12,617

 

237,087

 

MainStay Moderate Allocation Fund

423

 

892

 

51,993

 

205,423

 

150,711

 

17,102

 

426,542

 

MainStay Moderate Growth Allocation Fund

313

 

432

 

26,538

 

163,548

 

74,567

 

8,753

 

274,152

 
</R> <R>

1

Includes Board Member fees, travel, telephone, postage, training material and other miscellaneous expenses.

</R> <R>

2

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

3

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

4

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R>

5

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

</R> <R>

6

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

For the fiscal year ended October 31, 2010, it is estimated that the following amounts were spent for distribution-related activities with respect to the Class R2 shares of each Fund:

</R> <R></R>

 

<R>

CLASS R2 EXPENSE CATEGORIES

SALES MATERIAL AND ADVERTISING

PRINTING AND MAILING PROSPECTUSES TO OTHER THAN CURRENT SHAREHOLDERS

COMPENSATION TO DISTRIBUTION PERSONNEL

COMPENSATION TO SALES PERSONNEL

COMPENSATION TO BROKER DEALERS

OTHER 1

APPROXIMATE TOTAL AMOUNT SPENT BY NYLIFE DISTRIBUTORS WITH RESPECT TO FUND

MAINSTAY FUNDS

MainStay High Yield Corporate Bond Fund

$

382

 

$

606

 

$

27,003

 

$

56

 

$

21,984

 

$

9,368

 

$

59,399

 

MainStay International Equity Fund

318

 

539

 

20,973

 

768

 

21,058

 

7,555

 

51,211

 

MainStay Large Cap Growth Fund

10,978

 

12,070

 

564,561

 

475

 

477,435

 

190,213

 

1,255,733

 

MainStay MAP Fund

1,202

 

1,112

 

53,001

 

2,588

 

43,457

 

18,025

 

119,384

 

ECLIPSE TRUST

MainStay Balanced Fund

2,348

 

421

 

30,199

 

51,155

 

27,328

 

9,638

 

121,089

 

MAINSTAY FUNDS TRUST

MainStay ICAP Equity Fund

84

 

215

 

6,609

 

-

 

2,505

 

2,670

 

12,083

 

MainStay ICAP International Fund

1,242

 

1,758

 

80,495

 

-

 

73,895

 

28,155

 

185,545

 

MainStay ICAP Select Equity Fund

1,555

 

919

 

46,382

 

1,917

 

35,335

 

15,075

 

101,183

 

MainStay Retirement 2010 Fund

53

 

12

 

799

 

-

 

706

 

282

 

1,851

 

MainStay Retirement 2020 Fund

122

 

23

 

1,568

 

-

 

4,792

 

436

 

6,942

 

MainStay Retirement 2030 Fund

299

 

53

 

3,670

 

-

 

11,910

 

960

 

16,892

 

MainStay Retirement 2040 Fund

323

 

61

 

4,116

 

-

 

12,721

 

1,090

 

18,312

 

MainStay Retirement 2050 Fund

222

 

41

 

2,759

 

-

 

8,603

 

696

 

12,321

 
</R> <R>

1

Includes Board Member fees, travel, telephone, postage, training material and other miscellaneous expenses.

</R> <R>

For the fiscal year ended October 31, 2010, it is estimated that the following amounts were spent for distribution-related activities with respect to the Class R3 shares of each Fund:

</R> <R></R>

 

<R>

CLASS R3 EXPENSE CATEGORIES

SALES MATERIAL AND ADVERTISING

PRINTING AND MAILING PROSPECTUSES TO OTHER THAN CURRENT SHAREHOLDERS

COMPENSATION TO DISTRIBUTION PERSONNEL

COMPENSATION TO SALES PERSONNEL

COMPENSATION TO BROKER DEALERS

OTHER 1

APPROXIMATE TOTAL AMOUNT SPENT BY NYLIFE DISTRIBUTORS WITH RESPECT TO FUND

MAINSTAY FUNDS

MainStay International Equity Fund

$

36

 

$

56

 

$

2,412

 

$

12

 

$

1,403

 

$

828

 

$

4,746

 

MainStay Large Cap Growth Fund

2,293

 

4,195

 

181,750

 

41

 

151,171

 

62,543

 

401,991

 

MainStay MAP Fund

61

 

107

 

4,542

 

380

 

7,960

 

1,606

 

14,656

 

ECLIPSE TRUST

MainStay Balanced Fund

13

 

5

 

279

 

533

 

4

 

85

 

920

 

MAINSTAY FUNDS TRUST

MainStay ICAP Equity Fund

125

 

201

 

9,038

 

676

 

4,975

 

3,068

 

18,082

 

MainStay ICAP International Fund

336

 

583

 

26,268

 

204

 

42,543

 

9,170

 

79,104

 

MainStay ICAP Select Equity Fund

234

 

615

 

19,502

 

136

 

15,588

 

6,718

 

42,794

 

MainStay Retirement 2010 Fund

9

 

2

 

138

 

0

 

42

 

77

 

267

 

MainStay Retirement 2020 Fund

22

 

9

 

530

 

0

 

331

 

235

 

1,127

 

MainStay Retirement 2030 Fund

81

 

19

 

1,366

 

0

 

995

 

608

 

3,068

 

MainStay Retirement 2040 Fund

75

 

25

 

1,533

 

0

 

613

 

616

 

2,862

 

MainStay Retirement 2050 Fund

66

 

12

 

882

 

0

 

2

 

321

 

1,283

 
</R> <R>

1

Includes Board Member fees, travel, telephone, postage, training material and other miscellaneous expenses.

</R>

SHAREHOLDER SERVICES PLANS; SERVICE FEES

<R>

The Board has adopted separate shareholder services plans with respect to the Class R1, Class R2 and Class R3 shares of the Funds (each a "Services Plan"). Only certain Funds currently offer Class R1, Class R2 and Class R3 shares. Under the terms of the Services Plans, each Fund is authorized to pay to New York Life Investments, its affiliates or independent third-party service providers, as compensation for services rendered by New York Life Investments to shareholders of the Class R1,Class R2 and Class R3 shares, in connection with the administration of plans or programs that use Fund shares as their funding medium a shareholder servicing fee at the rate of 0.10% on an annualized basis of the average daily net assets of the Class R1, Class R2 and Class R3 shares.

</R> <R></R>

Each Services Plan provides that it may not take effect until approved by vote of a majority of both (i) the Board and (ii) the Independent Board Members. Each Services Plan provides that it shall continue in effect so long as such continuance is specifically approved at least annually by the Board and the Independent Board Members.

Each Services Plan provides that it may not be amended to materially increase the costs that holders of Class R1, Class R2 and Class R3 shares of a Fund may bear under the Services Plan without the approval of a majority of both (i) the Board and (ii) the Independent Board Members, cast in person at a meeting called for the purpose of voting on such amendments.

Each Services Plan provides that the Manager shall provide to the Board, and the Board shall review at least quarterly, a written report of the amounts expended in connection with the performance of service activities, and the purposes for which such expenditures were made.

PROXY VOTING POLICIES AND PROCEDURES

<R>

It is the policy of the Funds that proxies received by the Funds are voted in the best interests of the Funds' shareholders. The Board has adopted Proxy Voting Policies and Procedures for the Funds that delegate all responsibility for voting proxies received relating to the Funds' portfolio securities to New York Life Investments, subject to the oversight of the Board. The Manager has adopted its own Proxy Voting Policies and Procedures in order to assure that proxies voted on behalf of the Funds are voted in the best interests of the Funds and their shareholders. Where the Funds have retained the services of a Subadvisor to provide day-to-day portfolio management for a Fund, the Manager may delegate proxy voting authority to the Subadvisor; provided that, as specified in the Manager's Proxy Voting Policies and Procedures, the Subadvisor either (1) follows the Manager's Proxy Voting Policy and the Funds' Procedures; or (2) has demonstrated that its proxy voting policies and procedures are consistent with the Manager's Proxy Voting Policies and Procedures or are otherwise implemented in the best interests of the Manager's clients and appear to comply with governing regulations. The Funds may revoke all or part of this delegation (to the Manager and/or Subadvisors as applicable) at any time by a vote of the Board.

</R> <R></R> <R>

Conflicts of Interest. When a proxy presents a conflict of interest, such as when the Manager has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and the Manager or an affiliated entity of the Manager, both the Funds' and the Manager's proxy voting policies and procedures mandate that the Manager follow an alternative voting procedure rather than voting proxies in its sole discretion. In these cases, the Manager may: (1) cause the proxies to be voted in accordance with the recommendations of an independent service provider; (2) notify the Funds' Board or a designated committee of the Manager, or a representative of either of the conflict of interest and seek a waiver of the conflict to permit the Manager to vote the proxies as it deems appropriate and in the best interest of Fund shareholders, under its usual policy; or (3) forward the proxies to the Funds' Board, or a designated committee of the Manager, so that the Board or the committee may vote the proxies itself. In the case of proxies received in connection with a fund of funds structure, whereby the Manager, on behalf of a Fund, receives proxies in its capacity as a shareholder in an underlying fund, the Manager may vote in accordance with the recommendations of an independent service provider who has been retained to assist in voting proxies or echo the vote of the other shareholders in those underlying funds. As part of their delegation of proxy voting responsibility to the Manager, the Funds also delegated to the Manager responsibility for resolving conflicts of interest based on the use of acceptable alternative voting procedures, as described above. If the Manager chooses to override a voting recommendation made by Institutional Shareholder Services Inc. ("ISS"), the Manager's compliance department will review the override prior to voting to determine the existence of any potential conflicts of interest. If the compliance department determines a material conflict may exist, the issue is referred to the Manager's Proxy Voting Committee who will consider the facts and circumstances and determine whether to allow the override or take other action, such as the alternative voting procedures just mentioned.

</R> <R>

Manager's Proxy Voting Guidelines. To assist the Manager in approaching proxy-voting decisions for the Funds and its other clients, the Manager has adopted proxy-voting guidelines ("Guidelines") with respect to certain recurring issues. These Guidelines are reviewed on an annual basis by the Manager's Proxy Voting Committee and revised when the Proxy Voting Committee determines that a change is appropriate. The Manager has selected ISS, an unaffiliated third-party proxy research and voting service, to assist it in researching and voting proxies. With respect to each proxy received, ISS researches the proxy and provides a recommendation to the Manager as to how to vote on each issue based on its research of the individual facts and circumstances of the proxy issue and its application of its research findings to the Guidelines. The Funds' portfolio managers (or other designated personnel) have the responsibility to accept or reject any ISS proxy voting recommendation ("Recommendation"). The Manager will memorialize the basis for any decision to override a Recommendation, to abstain from voting, and to resolve any conflicts as further discussed below. In addition, the Manager may choose not to vote a proxy if the cost of voting outweighs the possible benefit; if the vote would have an indeterminable or insignificant effect on the client's economic interests or the value of the portfolio holding; or if a jurisdiction imposes share blocking restrictions which prevent the Manager from exercising its voting authority.

</R> <R>

The Manager has retained voting authority for the MainStay Balanced Fund (portion), MainStay Cash Reserves Fund, MainStay Conservative Allocation Fund, MainStay Floating Rate Fund, MainStay Growth Allocation Fund, MainStay Indexed Bond Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund, MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund and MainStay Retirement 2050 Fund.

</R>

GUIDELINES EXAMPLES

<R>

The following examples illustrate the Guidelines with respect to certain typical proxy votes. This summary is not an exhaustive list of all the issues that may arise or of all matters addressed in the Guidelines, and whether the Manager supports or opposes a proposal will depend upon the specific facts and circumstances described in the proxy statement and other available information. To the extent a Subadvisor, to which the Manager has delegated proxy-voting authority, utilizes ISS, these Guidelines apply to the Subadvisor.

</R> <R>
  • Board of Directors. The Manager/Subadvisor will vote on director nominees in an uncontested election on a case-by-case basis, examining such factors as the composition of the board and key board committees, attendance at board meetings, generally voting against or withholding votes for individual directors who attend less than 75% of board and committee meetings without an acceptable reason, corporate governance provisions and takeover activity. Also, the Manager/Subadvisor will withhold votes from overboarded CEO directors, defined as serving on more than three boards (including their own). Also, the Manager will withhold votes from directors who sit on more than six public company boards. In a contested election of directors, the Manager/Subadvisor will evaluate the nominees based on such factors as the long-term financial performance of the target company relative to its industry; management's track record; background to the proxy contest; qualifications of director nominees (both slates) the likelihood that the proposed objectives and goals can be met; and stock ownership positions. The Manager/Subadvisor generally supports proposals to fix the board size or designate a range for the board size. However, the Manager/Subadvisor will vote against management ability to alter the size of a specified range without shareholder approval. In addition, the Manager/Subadvisor supports proposals to repeal classified boards or elect all directors annually. The Manager/Subadvisor also supports proposals seeking that a majority or more of the board be independent. The Manager/Subadvisor generally votes against shareholder proposals to impose a mandatory retirement age for outside directors. The Manager/Subadvisor will vote against or withhold votes from Compensation Committee members if the company has poor compensation practices.

  • Anti-takeover Defenses and Voting Related Issues. The Manager/Subadvisor generally evaluates advance notice proposals on a case-by-case basis, supporting proposals that allow shareholders to submit proposals as close to the meeting date as reasonably possible and within the broadest window possible. The Manager/Subadvisor generally supports shareholder proposals that ask a company to submit its poison pill for shareholder ratification; proposals to allow or make easier shareholder action by written consent; and proposals to lower supermajority vote requirements. The Manager/Subadvisor generally votes against proposals to restrict or prohibit shareholder ability to call special shareholder meetings and proposals giving the board exclusive authority to amend the bylaws.

  • Capital Structure. Generally, votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a case-by-case basis using a model developed by ISS. The Manager/Subadvisor will generally vote for proposals to create a new class of nonvoting or subvoting common stock if it is intended for financing purposes with minimal or no dilution to current shareholders and if it is not designed to preserve the voting power of an insider or significant shareholder. The Manager/Subadvisor will generally vote for proposals to approve increases beyond the allowable increase when a company's shares are in danger of being delisted or if a company's ability to continue to operate as a going certain is uncertain. The Manager/Subadvisor will generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights, when no shares have been issued or reserved for a specific purpose.

  • Executive and Director Compensation. Proposals regarding compensation plans are reviewed on a case-by-case basis using a methodology focusing on the transfer of shareholder wealth. Generally, the Manager/Subadvisor will support proposals seeking additional information regarding compensation, but will vote against proposals which set absolute levels on compensation or dictate amount or form of compensation. Genrerally, the Manager/Subadvisor will also support shareholder "say on pay" proposals.

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Subadvisor Proxy Voting Guidelines. Below are summaries of each Subadvisor's proxy voting policies and procedures with respect to the Funds where the Manager has delegated proxy voting authority to a Subadvisor. These summaries are not an exhaustive list of all the issues that may arise or of all matters addressed in the applicable proxy voting policies and procedures, and whether the Subadvisor supports or opposes a proposal will depend upon the specific facts and circumstances described in the proxy statement and other available information. These summaries have either been provided by the Subadvisor or summarized by the Manager on behalf of the Subadvisor.

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MainStay Epoch Global Choice, MainStay Epoch Global Equity Yield, MainStay Epoch International Small Cap, MainStay Epoch U.S. All Cap, MainStay Epoch U.S. Equity, MainStay Income Builder (equity portion) and MainStay U.S. Small Cap Funds

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The Manager has delegated proxy voting authority to the Funds' Subadvisor, Epoch. A summary of Epoch's proxy voting policies and procedures is provided below.

Epoch's proxy voting policy requires Epoch to vote proxies received in a manner consistent with the best interests of the Fund and its shareholders. Epoch's policy underscores Epoch's concern that all proxy voting decisions be made in the best interests of the Fund shareholders. Epoch's policy dictates that Epoch vote such proxies in a manner that will further the economic value of each investment for the expected holding period. Each vote cast by Epoch on behalf of the Fund is done on a case-by-case basis, taking into account all relevant factors.

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In light of Epoch's fiduciary duty to its clients, and given the complexity of the issues that may be raised in connection with proxy votes, Epoch has retained ISS. ISS is a provider of risk management and corporate governance products and services to participants in the global financial markets. The services provided to Epoch include in-depth research, voting recommendations, vote execution and recordkeeping. Epoch has also adopted ISS's proxy voting guidelines. Notwithstanding the foregoing, Epoch will use its best judgment to vote proxies in the manner it deems to be in the best interests of its clients. In the event that Epoch's judgment differs from that of ISS, Epoch will memorialize the reasons supporting that judgment and retain a copy of those records for Epoch's files. Additionally, Epoch's CCO will periodically review the voting of proxies to ensure that all such votes - particularly those diverging from the judgment of ISS - are being voted consistently with Epoch's fiduciary duties.

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Epoch believes that the retention of the services of ISS and the adoption of the proxy voting procedures of ISS adequately addresses the risks of material conflicts that may arise between Epoch's interests and those of its clients.

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MainStay Convertible, MainStay Flexible Bond Opportunities, MainStay Global High Income, MainStay Government, MainStay High Yield Corporate Bond, MainStay High Yield Municipal Bond, MainStay High Yield Opportunities, MainStay Income Builder (fixed-income portion and asset allocation), MainStay Intermediate Term Bond, MainStay International Equity, MainStay Short Term Bond and MainStay Tax Free Bond Funds

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The Manager has delegated proxy-voting authority to the Funds' Subadvisor, MacKay Shields. A summary of MacKay Shields' proxy voting policies and procedures is provided below.

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MacKay Shields has adopted proxy-voting policies and procedures designed to ensure that where clients have delegated proxy-voting authority to MacKay Shields, all proxies are voted in the best interest of such clients without regard to the interests of MacKay Shields or related parties. When a client retains MacKay Shields, the firm generally determines through its investment management agreement whether it will vote proxies on behalf of that client. Currently, MacKay Shields uses ISS as its third-party proxy voting service provider. If the client appoints MacKay Shields as its proxy-voting agent, the client will also instruct MacKay Shields to vote its proxies in accordance with custom guidelines provided by the client, MacKay Shields' Standard Guidelines (currently the same as the ISS standard guidelines), or in the case of a Taft-Hartley client, in accordance with the ISS Taft-Hartley guidelines. MacKay Shields informs the client's custodian to send all proxies to ISS. MacKay Shields then informs ISS that the client has appointed MacKay Shields as its agent and instructs ISS as to which guidelines to follow.

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Once the appropriate guidelines have been established, each proxy must be voted in accordance with those guidelines unless a MacKay Shields portfolio manager believes that it is in the best interest of the client(s) to vote otherwise. In those cases, the portfolio manager must complete a form describing the reasons for departing from the guidelines and disclosing any facts that might suggest there is a conflict. The portfolio manager submits the form to MacKay Shields' Legal/Compliance Department for review. If the Legal/Compliance Department determines that no "conflict" exists, then the dissent will be approved and ISS will be informed of how to vote. All dissenting votes are presented to MacKay Shields' Compliance Committee. If MacKay Shields' General Counsel or CCO determines that a conflict exists, the matter will immediately be referred to MacKay Shields' Compliance Committee for consideration. In accordance with Firm procedures in this area, the committee members will consider the matter and resolve the conflict as deemed appropriate under the circumstances. Please see the "Guidelines Examples" section above for examples of MacKay Shields' guidelines with respect to certain typical proxy votes.

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MainStay 130/30 Core, MainStay 130/30 Growth and MainStay 130/30 International, MainStay Balanced (equity portion), MainStay Common Stock, MainStay Growth Equity and MainStay S&P 500 Index Funds

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The Manager has delegated proxy-voting authority to the Funds' Subadvisor, Madison Square Investors. A summary of Madison Square Investors' proxy voting policies and procedures is provided below.

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Madison Square Investors has adopted a Proxy Policy designed to ensure that where clients have delegated proxy voting authority to Madison Square Investors, all proxies are voted in the best interest of such clients without regard to the interests of Madison Square Investors or related parties. For purposes of the Policy, the "best interests of clients" means, unless otherwise specified by the client, the clients' best economic interests over the long term – that is, the common interest that all clients share in seeing the value of a common investment increase over time. To assist Madison Square Investors in researching and voting proxies, Madison Square Investors utilizes the research and implementation services of a third-party proxy service provider, ISS. Madison Square Investors has also utilized ISS in adopting guidelines with respect to voting certain frequently recurring proxy issues. Madison Square Investors' Proxy Voting Committee is responsible for general oversight of Madison Square Investors' Proxy Policy and voting activity.

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Where clients have delegated authority to vote proxies to Madison Square Investors, it votes them in accordance with its standard voting guidelines unless Madison Square Investors agrees with the client to apply modified guidelines. ISS researches each proxy issue and provides a recommendation to Madison Square Investors on how to vote based on such research and its application of the research to the applicable voting guidelines. ISS casts votes in accordance with its recommendation unless a portfolio manager believes that it is in the best interests of the client(s) to vote otherwise. To override a proxy recommendation, a portfolio manager must submit a written override request to the Compliance Department. Madison Square Investors has procedures in place to review each such override request for potential material conflicts of interest between clients and Madison Square Investors and its affiliates. Madison Square Investors will memorialize the basis for any decision to override a recommendation or to abstain from voting, including the resolution of any conflicts of interest.

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MainStay Large Cap Growth Fund

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The Manager has delegated proxy-voting authority to the Fund's Subadvisor, Winslow Capital. A summary of Winslow Capital's proxy voting policies and procedures is provided below.

Winslow Capital, pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, has adopted Proxy Voting Policies and Procedures pursuant to which Winslow Capital has undertaken to vote all proxies or other beneficial interests in an equity security prudently and solely in the best long-term economic interest of its advisory clients and their beneficiaries, considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote.

Winslow Capital will vote all proxies appurtenant to shares of corporate stock held by a plan or account with respect to which Winslow Capital serves as investment manager, unless the investment management contract expressly precludes Winslow Capital, as investment manager, from voting such proxy.

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Winslow Capital has delegated the authority to vote proxies in accordance with its Proxy Voting Policies and Procedures to ISS, a third party proxy-voting agency. Winslow Capital subscribes to ISS's Implied Consent service feature. As ISS research is completed, the ISS Vote Execution Team executes the ballots as Winslow Capital's agent according to the vote recommendations and consistent with the ISS Standard Proxy Voting Guidelines. Please see the "Guidelines Examples" section above for examples of Winslow Capital's guidelines with respect to certain typical proxy votes.

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Winslow Capital retains the ability to override any vote if it disagrees with ISS's vote recommendation, and always maintains the option to review and amend votes before they are cast, except in the case of a conflict of interest. When there is an apparent conflict of interest, or the appearance of a conflict of interest, e.g. where Winslow Capital may receive fees from a company for advisory or other services at the same time that Winslow Capital has investments in the stock of that company, Winslow Capital will follow the vote recommendation of ISS. Winslow Capital retains documentation of all amended votes.

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MainStay MAP, MainStay ICAP Equity, MainStay ICAP Select Equity, MainStay ICAP Global and MainStay ICAP International Funds

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The Manager has delegated proxy-voting authority to the Funds' Subadvisors, Markston (MainStay MAP Fund only) and ICAP. Summaries of their proxy voting policies and procedures are provided below.

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Markston (a portion of the MainStay MAP Fund only)

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Markston has delegated the authority to vote proxies in accordance with its Proxy Voting Policies and Procedures to ISS, a third party proxy-voting agency. Markston subscribes to ISS's Implied Consent service feature. As ISS research is completed, the ISS Account Manager executes the ballots as Markston's agent according to the vote recommendations and consistent with the ISS Standard Proxy Voting Guidelines. Please see the "Guidelines Examples" section above for examples of Markston's guidelines with respect to certain typical proxy votes.

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Markston retains the ability to override any vote if it disagrees with ISS's vote recommendation, and always maintains the option to review and amend votes before they are cast, except in the case of a conflict of interest. When there is an apparent conflict of interest, or the appearance of a conflict of interest, e.g. where Markston may receive fees from a company for advisory or other services at the same time that Markston has investments in the stock of that company, Markston may vote such proxy: (i) by following the vote recommendation of ISS; (ii) as it determines to be in the best interest of the client, provided that such vote would be against Markston's own interest in the matter; or (iii) in a manner that may also benefit Markston provided that they consult with outside counsel to determine what is in the best interest of the client and based on this consultation, votes in a manner which it concludes to be in the best interest of the client. Markston shall memorialize in writing the rationale of each proxy vote cast directly by Markston which involves a conflict of interest. It will be the responsibility of the portfolio manager to notify the chief compliance officer of any conflicts that might occur during proxy voting.

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ICAP

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ICAP has adopted proxy-voting policies and procedures designed to ensure that where clients have delegated proxy-voting authority to ICAP, all proxies are voted in the best interest of such clients without regard to the interests of ICAP or related parties. When a client retains ICAP, the firm generally determines through its investment management agreement, whether it will vote proxies on behalf of that client. ICAP reviews all proxy proposals on a case-by-case basis. ICAP utilizes the research and implementation services of ISS to assist with the evaluation of each proxy proposal. In situations where ICAP's interests conflict, or appear to conflict, with the interests of the Funds or other client interests, ICAP will take one of the following steps to resolve the conflict:

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  • Vote the securities based on a pre-determined voting guideline if the application of the guideline to the matter presented involves little or no discretion on ICAP's part;

  • Vote the securities based upon the recommendation of an independent third party, such as ISS; or

  • Disclose the conflict to the client and obtain the client's direction to vote the proxies.

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Fund's Proxy Voting Record. Each Fund is required to file with the SEC its proxy voting record for the 12-month period ending June 30 on Form N-PX. The Funds will provide any shareholder a copy of their proxy voting record for the previous year ended June 30 within three business days of receipt of request, as well as make the proxy voting results available on their website. The most recent Form N-PX is available on the Funds' website at mainstayinvestments.com or on the SEC's website at www.sec.gov.

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DISCLOSURE OF PORTFOLIO HOLDINGS

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The Manager or a Fund's Subadvisor may share the Fund's non-public portfolio holdings information with subadvisors, pricing services and other service providers to the Funds, who require access to such information in order to fulfill their contractual duties to the Funds. As of the date of this SAI, those service providers are State Street, KPMG LLP, PricewaterhouseCoopers, Russell Mellon, ISS, Loan Pricing Corporation, Interactive Data Corporation, Plexus Group Manager Services, Abel/Noser Corporation and Merrill Corporation. The Manager may also disclose non-public information regarding a Fund's portfolio holdings information to certain mutual fund analysts and rating and tracking entities, such as Morningstar, Bloomberg, Standard & Poor's, Thompson Financial, Factset and Lipper Analytical Services, or to other entities that have a legitimate business purpose in receiving such information on a more frequent basis (such as Morgan Stanley Smith Barney or other platform providers). Exceptions to the frequency and recipients of the disclosure may be made only with the advance authorization of the Funds' Chief Compliance Officer, after discussion with the appropriate portfolio manager, upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Such disclosure will be reported to the Board at the next regularly scheduled Board meeting.

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All non-public portfolio holdings information is provided pursuant to a confidentiality agreement. All confidentiality agreements entered into for the receipt of non-public portfolio holdings information must provide that: (i) the Funds' non-public portfolio holdings information is the confidential property of the Funds and may not be used for any purpose except as expressly provided; (ii) the recipient of the non-public portfolio holdings information (a) agrees to limit access to the information to its employees and agents who are subject to a duty to keep and treat such information as confidential and (b) will implement appropriate monitoring procedures; and (iii) upon written request from New York Life Investments or the Funds, the recipient of the non-public portfolio holdings information shall promptly return or destroy the information. In lieu of the separate confidentiality agreement described above, the MainStay Group of Funds may rely on the confidentiality provisions of existing agreements provided New York Life Investments has determined that such provisions adequately protect the MainStay Group of Funds against disclosure or misuse of non-public holdings information.

Generally, employees of the Manager who have access to non-public information regarding the Funds' portfolio holdings information are restricted in their uses of such information pursuant to information barriers and personal trading restrictions contained in the Manager's policies and procedures.

Whenever portfolio holdings disclosure made pursuant to these procedures involves a conflict of interest between the Funds' shareholders and the Funds' Manager, Subadvisor, Distributor or any affiliated person of the Funds, the disclosure may not be made unless a majority of the Independent Board Members or a majority of a Board committee consisting solely of Independent Board Members approves such disclosure.

The Funds, the Manager and the Subadvisors shall not enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind. Any material changes to the policies and procedures for the disclosure of portfolio holdings are reported to the Board on at least an annual basis.

PORTFOLIO MANAGERS

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Each Fund's portfolio managers also have responsibility for the day-to-day management of accounts other than the Funds. Information regarding these other accounts, as of December 31, 2010 is set forth below:

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NUMBER OF OTHER ACCOUNTS MANAGED AND ASSETS BY ACCOUNT TYPE

NUMBER OF ACCOUNTS AND ASSETS FOR WHICH THE ADVISORY FEE IS BASED ON PERFORMANCE

PORTFOLIO MANAGER

FUNDS MANAGED BY PORTFOLIO MANAGER

REGISTERED INVESTMENT COMPANY

OTHER POOLED INVESTMENT VEHICLES

OTHER ACCOUNTS

REGISTERED INVESTMENT COMPANY

OTHER POOLED INVESTMENT VEHICLES

OTHER ACCOUNTS

Claude Athaide

MainStay Short Term Bond Fund

0

2 Accounts
$1,068,493,000

125 Accounts
$10,674,093,000

0

1 Account
$376,716,000

2 Accounts
$229,384,000

Lee Baker

MainStay S&P 500 Index Fund

1 RIC
$962,350,000

0

3 Accounts
$1,103,647,000

0

0

0

Emily Baker

MainStay Epoch International Small Cap Fund

0

0

2 Accounts
$303,795,000

0

0

0

Rupal J. Bhansali

MainStay International Equity Fund

1 RIC
$565,512,000

0

11 Accounts
$1,315,759,000

0

0

0

Howard Booth

MainStay Global High Income Fund

1 RIC
$5,636,000

0

0

0

0

0

Eric Citerne

MainStay Epoch International Small Cap Fund

0

2 Accounts
$217,735,000

3 Accounts
$378,520,000

0

0

0

David E. Clement

MainStay Cash Reserves Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund

1 RIC
$671,283,000

0

8 Accounts
$3,587,964,000

0

0

0

Louis N. Cohen

MainStay Flexible Bond Opportunities Fund, MainStay Government Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund, MainStay Intermediate Term Bond Fund, MainStay Short Term Bond Fund

5 RICs
$1,476,887,000

10 Accounts
$3,811,335,000

31 Accounts
$6,607,856,000

0

1 Account
$40,878,000

6 Accounts
$983,500,000

Robert Dial

MainStay Floating Rate Fund

1 RIC
$527,494,000

0

8 Accounts
$2,148,432,000

0

0

6 Accounts
$2,033,329,000

Robert DiMella

MainStay High Yield Municipal Bond Fund, MainStay Tax Free Bond Fund

0

2 Accounts
$225,761,000

22 Accounts
$1,427,812,000

0

0

0

Harvey J. Fram

MainStay Balanced Fund, MainStay Common Stock Fund, MainStay 130/30 Core Fund

3 RICs
$1,441,766,000

2 Accounts
$399,238,000

42 Accounts
$3,332,038,000

0

0

3 Accounts
$166,793,000

Thomas J. Girard

MainStay Balanced Fund, MainStay Cash Reserves Fund, MainStay Indexed Bond Fund, MainStay Money Market Fund, MainStay Principal Preservation Fund

3 RICs
$1,606,539,000

0

26 Accounts
$10,180,805,000

0

0

0

Gary Goodenough

MainStay Global High Income Fund, MainStay Government Fund, MainStay Income Builder Fund, MainStay Intermediate Term Bond Fund, MainStay Short Term Bond Fund

2 RICs
$386,242,000

2 Accounts
$1,068,493,000

125 Accounts
$10,674,093,000

0

1 Account
$376,716,000

2 Accounts
$229,384,000

Justin H. Kelly

MainStay Large Cap Growth Fund

9 RICs
$4,022,000,000

10 Accounts
$655,000,000

767 Accounts
$5,749,000,000

0

0

5 Accounts
$659,000,000

Migene Kim

MainStay Common Stock Fund

3 RICs
$1,441,766,000

2 Accounts
$399,238,000

42 Accounts
$3,332,038,000

0

0

3 Accounts
$166,793,000

Michael Kimble

MainStay Flexible Bond Opportunities Fund, MainStay Global High Income Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund

4 RICs
$1,010,570,000

10 Accounts
$3,811,335,000

31 Accounts
$6,607,856,000

0

1 Account
$40,878,000

6 Accounts
$983,499,000

Harish Kumar

MainStay Growth Equity Fund, MainStay 130/30 Growth Fund

1 RIC
$465,548,000

0

0

0

0

0

Roger Lob

MainStay MAP Fund

0

0

16 Accounts
$89,184,000

0

0

0

John Loffredo

MainStay High Yield Municipal Bond Fund, MainStay Tax Free Bond Fund

0

2 Accounts
$225,761,000

22 Accounts
$1,427,812,000

0

0

0

Martin J. Mickus

MainStay 130/30 Growth Fund, MainStay Growth Equity Fund

1 RIC
$465,548,000

0

0

0

0

0

Christopher Mullarkey

MainStay MAP Fund

0

1 Account
$73,163,000

17 Accounts
$271,786,000

0

0

0

Michael J. Mullarkey

MainStay MAP Fund

0

1 Account
$73,163,000

17 Accounts
$271,786,000

0

0

0

Francis J. Ok

MainStay S&P 500 Index Fund

2 RICs
$1,186,272,000

0

3 Accounts
$1,103,647,000

0

0

0

Mona Patni

MainStay 130/30 Core Fund

1 RIC
$83,684,000

2 Accounts
$399,238,000

42 Accounts
$3,332,038,000

0

0

3 Accounts
$166,793,000

David Pearl

MainStay Epoch Global Choice Fund, MainStay Epoch U.S. All Cap Fund, MainStay Epoch U.S. Equity Fund, MainStay U.S. Small Cap Fund

3 RICs
$1,238,279,000

16 Accounts
$2,137,338,000

81 Accounts
$3,801,495,000

0

1 Account
$139,542,000

4 Accounts
$478,320,000

Michael Petty

MainStay High Yield Municipal Bond Fund, MainStay Tax Free Bond Fund

0

2 Accounts
$225,761,000

22 Accounts
$1,427,812,000

0

0

0

J. Matthew Philo

MainStay High Yield Corporate Bond Fund

2 RICs
$1,853,384,000

5 Accounts
$3,058,249,000

42 Accounts
$7,628,520,000

0

2 Accounts
$16,552,000

0

William Priest

MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. All Cap Fund, MainStay Epoch U.S. Equity Fund, MainStay Income Builder Fund, MainStay U.S. Small Cap Fund

6 RICs
$1,805,725,000

33 Accounts
$3,371,715,000

130 Accounts
$5,672,187,000

0

1 Account
$139,542,000

12 Accounts
$997,967,000

Dan Roberts

MainStay Flexible Bond Opportunities Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund, MainStay Intermediate Term Bond Fund, MainStay Short Term Bond Fund

5 RICs
$1,476,887,000

10 Accounts
$3,811,335,000

31 Accounts
$6,607,856,000

0

1 Account
$40,878,000

6 Accounts
$983,499,000

Eric Sappenfield

MainStay Epoch Global Equity Yield Fund, MainStay Income Builder Fund

3 RICs
$567,447,000

7 Accounts
$735,470,000

2 Accounts
$324,543,000

0

0

0

Jerrold K. Senser

MainStay ICAP Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay ICAP Select Equity Fund, MainStay MAP Fund

9 RICs
$3,100,000,000

13 Accounts
$1,400,000,000

99 Accounts
$6,400,000,000

0

0

8 Accounts
$1,000,000,000

Donald F. Serek

MainStay Indexed Bond Fund

2 RICs
$935,256,000

0

13 Accounts
$5,308,514,000

0

0

0

Edward Silverstein

MainStay Convertible Fund

4 RICs
$644,059,000

0

23 Accounts
$916,538,000

0

0

4 Accounts
$486,977,000

Jonathan Swaney

MainStay Asset Allocation Funds, MainStay Retirement Funds

4 RICs
$1,908,634,000

0

1 Account
$21,894,000

0

0

0

Andrew Ver Planck

MainStay 130/30 International Fund

0

0

2 Accounts
21,707,000

0

0

0

Taylor Wagenseil

MainStay Flexible Bond Opportunities Fund, MainStay High Yield Opportunities Fund, MainStay Income Builder Fund

4 RICs
$1,101,570,000

10 Accounts
$3,811,335,000

31 Accounts
$6,607,856,000

0

1 Account
$40,878,000

6 Accounts
$983,499,000

R. Bart Wear

MainStay Large Cap Growth Fund

9 RICs
$4,022,000,000

10 Accounts
$655,000,000

767 Accounts
$5,749,000,000

0

0

5 Accounts
$659,000,000

Michael Welhoelter

MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. All Cap Fund, MainStay Epoch U.S. Equity Fund, MainStay Income Builder Fund, MainStay U.S. Small Cap Fund

6 RICs
$1,805,725,000

33 Accounts
$3,371,715,000

130 Accounts
$5,672,187,000

0

1 Account
$139,592,000

12 Accounts
$997,967,000

Thomas R. Wenzel

MainStay ICAP Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay ICAP Select Equity Fund, MainStay MAP Fund

9 RICs
$3,100,000,000

13 Accounts
$1,400,000,000

99 Accounts
$6,400,000,000

0

0

8 Accounts
$1,000,000,000

Clark J. Winslow

MainStay Large Cap Growth Fund

9 RICs
$4,022,000,000

10 Accounts
$655,000,000

767 Accounts
$5,749,000,000

0

0

5 Accounts
$659,000,000

Jae S. Yoon

MainStay Asset Allocation Funds, MainStay Balanced Fund, MainStay Retirement Funds

0

0

0

0

0

0

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Portfolio Manager Compensation Structure. In an effort to retain key personnel, New York Life Investments and each Subadvisor have structured compensation plans for portfolio managers and other key personnel that it believes are competitive with other investment management firms.

New York Life Investments

New York Life Investments' portfolio managers receive a base pay and an annual incentive based on performance against individual and organizational unit objectives, as well as business unit and overall New York Life Investments results. The plan is designed to align manager compensation with investors' goals by rewarding portfolio managers who meet the long-term objective of consistent, dependable and superior investment results, measured by the performance of the product(s) under the individual's management. In addition, these employees also participate in a long-term incentive program.

New York Life Investments offers an annual incentive plan and a long-term incentive plan. The total dollars available for distribution is equal to the pool generated based on New York Life Investments's overall company performance. "New York Life Investments Company Performance" is determined using several key financial indicators, including operating revenue, pre-tax operating income, and net cash flow. The long-term incentive plan is eligible to senior level employees and is designed to reward profitable growth in company value. An employee's total compensation package is reviewed periodically to ensure that they are competitive relative to the external marketplace.

MacKay Shields

MacKay Shields establishes salaries at competitive levels, verified through industry surveys, to attract and maintain the best professional talent. In addition, an incentive bonus equal to a significant percentage of the firm's pre-tax profits is paid annually to the firm's employees based upon an individual's performance and the profitability of the firm. The bonus generally represents a sizable amount relative to the base salary, and when considered with the base salary, results in a highly attractive level of total cash compensation for the firm's professional employees. Certain other accounts at MacKay
Shields pay the firm a fee based on performance, a portion of which forms a part of the bonus pool for all employees.
Every MacKay Shields employee participates in the bonus pool. This approach instills a strong sense of commitment on the part of each employee towards the overall success of the firm. There is no difference between the method used in determining a portfolio manager's compensation with respect to a Fund and other accounts. MacKay Shields offers a Phantom Stock Plan, which enhances the firm's ability to attract, retain, motivate and reward key executives. Awards can be made annually and vesting takes place over a period of several subsequent years. Participation in the Plan by senior professionals is contingent upon the execution of an Executive Employment Agreement. In addition, the MacKay Municipal Managers team of MacKay Shields offers an incentive bonus plan, which enhances the team's ability to attract, retain and motivate executives and other key employees primarily involved in the MacKay Municipal Managers' business.
Awards can be made on an annual basis.

Madison Square Investors

Madison Square Investors' portfolio managers receive a base pay and an annual incentive based on performance against individual and organizational unit objectives, as well as business unit and overall Madison Square Investors results. The plan is designed to align manager compensation with investors' goals by rewarding portfolio managers who meet the long-term objective of consistent, dependable and superior investment results, measured by the performance of the product(s) under the individual's management. In addition, these employees also participate in a long-term incentive program.

Madison Square Investors offers an annual incentive plan and a long-term incentive plan. The total dollars available for distribution is equal to the pool generated based on Madison Square Investors' overall company performance. "Madison Square Investors Company Performance" is determined using several key financial indicators, including operating revenue, pre-tax operating income, and net cash flow. The long-term incentive plan is eligible to senior level employees and is designed to reward profitable growth in company value. An employee's total compensation package is reviewed periodically to ensure that it is competitive relative to the external marketplace.

Winslow Capital

In an effort to retain key personnel, Winslow Capital Management has structured compensation plans for portfolio managers and other key personnel that it believes are competitive with other investment management firms. The compensation plan is determined by the Winslow Capital Operating Committee and is designed to align manager compensation with investors' goals by rewarding portfolio managers who meet the long-term objective of consistent, superior investment results, measured by the performance of the product. Effective December 26, 2008, upon the acquisition of Winslow Capital by Nuveen Investments, Inc., the portfolio managers have long-term employment agreements with multi-year non-competition/non-solicitation clauses.

The Operating Committee establishes salaries at competitive levels, verified through industry surveys, to attract and maintain the best professional and administrative personnel. Portfolio manager compensation packages are independent of advisory fees collected on any given client account under management. In addition, an incentive bonus is paid annually to the employees based upon each individual's performance, client results and the profitability of the firm.

ICAP

<R>

Compensation for members of the ICAP research team is comprised of salary, annual bonus, and long-term incentive compensation. Key factors that are considered in determining compensation for senior analysts include performance attribution for their sector relative to benchmarks, the number and quality of new stock presentations, contributions to the portfolio management team process, their work in developing and mentoring junior analysts, their contribution to the overall ICAP organization, and their professional conduct. Attribution is evaluated for the current year as well as over the prior three years. Junior analysts are evaluated primarily on their mastery of ICAP's investment process, their contribution to the investment research work done in their sector, their contribution to the overall ICAP organization, and their professional conduct. The mix between fixed and variable compensation varies, with more senior members of the research team having a higher variable component. Annual bonus and long-term incentive compensation pools are determined in the aggregate by a mix of ICAP's revenue and cash flow performance over various periods of time.


Markston

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The Markston portfolio management team (Michael Mullarkey, Roger Lob, Christopher Mullarkey) are all owners of Markston International LLC. The portfolio managers share in the profits of the firm. Therefore, the success of the team in generating long-term above average performance directly correlates with the success of Markston and the compensation of the portfolio managers.

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Epoch

Epoch compensates its portfolio managers with a fixed annual salary plus a discretionary bonus determined by its Policy Committee. Epoch's portfolio managers do not receive compensation that is solely based upon the Funds', any other commingled accounts, or any private account's pre- or after-tax performance, or the value of the assets held by such entities. Epoch's portfolio managers do not receive any special or additional compensation from Epoch for their services as Portfolio Managers. The Portfolio Managers are each shareholders of Epoch Holding Corporation, a public company that is the parent company of Epoch, and are each entitled to share in dividends and appreciation of the Epoch Holding Corporation's stock.

</R> <R>

The following table states, as of December 31, 2010, the dollar range of fund securities beneficially owned by each Portfolio Manager in the MainStay Group of Funds ($1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, or over $1,000,000).

</R>

 

<R>

PORTFOLIO MANAGER

FUND

$ RANGE OF OWNERSHIP

Claude Athaide

MainStay Short Term Bond Fund

$50,001 - $100,000

Lee Baker

MainStay S&P 500 Index Fund
MainStay MAP Fund
MainStay Epoch U.S. All Cap Fund
MainStay U.S. Small Cap Fund
MainStay International Equity Fund

$10,001 - $50,000
$ 1 - $10,000
$10,001 - $50,000
$10,001 - $50,000
$10,001 - $50,000

Emily Baker

MainStay Epoch International Small Cap Fund

$10,001 - $50,000

Rupal J. Bhansali

MainStay International Equity Fund

$100,001 - $500,000

Howard Booth

None

$0

Eric Citerne

None

$0

David E. Clement

None

$0

Louis N. Cohen

None

$0

Robert Dial

MainStay Floating Rate Fund

$10,001 - $50,000

Robert DiMella

MainStay Tax Free Bond Fund

$10,001 - $50,000

Harvey J. Fram

MainStay 130/30 Core Fund
MainStay S&P 500 Index Fund
MainStay MAP Fund
MainStay International Equity Fund

$10,001 - $50,000
$10,001 - $50,000
$10,001 - $50,000
$50,001 - $100,000

Thomas J. Girard

None

$0

Gary Goodenough

MainStay Income Builder Fund

$50,001 - $100,000

Justin H. Kelly

MainStay Large Cap Growth Fund

Over $1,000,000

Migene Kim

MainStay ICAP Equity Fund
MainStay S&P 500 Index Fund

$10,001 - $50,000
$1 - $10,000

Michael Kimble

MainStay S&P 500 Index Fund

$10,001 - $50,000

Harish Kumar

MainStay Income Builder Fund
MainStay ICAP Equity Fund
MainStay MAP Fund
MainStay International Equity Fund

$10,001 - $50,000
$10,001 - $50,000
$50,001 - $100,000
$10,001 - $50,000

Roger Lob

MainStay MAP Fund

$100,001 - $500,000

John Loffredo

MainStay Tax Free Bond Fund
MainStay High Yield Opportunities Fund
MainStay High Yield Municipal Bond Fund

$500,001 - $1,000,000
$100,001 - $500,000
$50,001 - $100,000

Martin J. Mickus

None

$0

Christopher Mullarkey

MainStay MAP Fund

$1 - $10,000

Michael J. Mullarkey

MainStay MAP Fund

$10,001 - $50,000

Francis J. Ok

MainStay ICAP Equity Fund
MainStay U.S. Small Cap Fund

$10,001 - $50,000
$10,001 - $50,000

Mona Patni

MainStay Mid Cap Core Fund

$1 - $10,000

David Pearl

MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch U.S. All Cap Fund
MainStay U.S. Small Cap Fund

$10,001 - $50,000
$1 - $10,000
$100,001 - $500,000
$1 - $10,000
$1 - $10,000

Michael Petty

MainStay Tax Free Bond Fund

$1 - $10,000

J. Matthew Philo

None

$0

William Priest

MainStay Epoch Global Equity Yield

$100,001 - $500,000

Dan Roberts

None

$0

Eric Sappenfield

MainStay Epoch Global Equity Yield

$10,001 - $50,000

Jerrold K. Senser

MainStay ICAP Equity Fund
MainStay ICAP Global Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund

$500,001 - $1,000,000
Over $1,000,000
Over $1,000,000
Over $1,000,000

Donald F. Serek

None

$0

Edward Silverstein

MainStay Convertible Bond Fund

$100,001 - $500,000

Jonathan Swaney

MainStay MAP Fund
MainStay U.S. Small Cap Fund
MainStay High Yield Bond Fund
Mainstay International Equity Fund

$50,001 - $100,000
$50,001 - $100,000
$10,001 - $25,000
$100,001 - $500,000

Andrew Ver Planck

MainStay ICAP Equity Fund
MainStay S&P 500 Index Fund
MainStay U.S. Small Cap Fund
MainStay International Equity Fund

$10,001 - $50,000
$50,001 - $100,000
$10,001 - $50,000
$50,001 - $100,000

Taylor Wagenseil

None

$0

R. Bart Wear

MainStay Large Cap Growth Fund

Over $1,000,000

Michael Welhoelter

MainStay Epoch Global Choice Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch Global Equity Yield Fund

$10,001 - $50,000
$10,001 - $50,000
$10,001 - $50,000

Thomas R. Wenzel

MainStay ICAP Equity Fund
MainStay ICAP International Fund
MainStay ICAP Select Equity Fund

Over $1,000,000
Over $1,000,000
Over $1,000,000

Clark J. Winslow

MainStay Large Cap Growth Fund

Over $1,000,000

Jae S. Yoon

None

$0

</R>

Potential Portfolio Manager Conflicts

Certain portfolio managers who are responsible for managing certain institutional accounts share a performance fee based on the performance of the account. These accounts are distinguishable from the Funds because they use techniques that are not permitted for the Funds, such as short sales and leveraging. (Note that this conflict only arises with regard to the Funds that have a high yield component).

A portfolio manager who makes investment decisions with respect to multiple Funds and/or other accounts, including accounts in which the portfolio manager is personally invested, may be presented with one or more of the following potential conflicts:

  • The management of multiple funds and/or accounts may result in the portfolio manager devoting unequal time and attention to the management of each fund and/or account;

  • If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or account managed by the portfolio manager, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and accounts managed by the portfolio manager;

  • A portfolio manager may take a position for a fund or account in a security that is contrary to the position held in the same security by other funds or accounts managed by the portfolio manager. For example, the portfolio manager may sell certain securities short for one fund or account while other funds or accounts managed by the portfolio manager simultaneously hold the same or related securities long; and

  • An apparent conflict may arise where an adviser receives higher fees from certain funds or accounts that it manages than from others, or where an adviser receives a performance-based fee from certain funds or accounts that it manages and not from others. In these cases, there may be an incentive for a portfolio manager to favor the higher and/or performance-based fee funds or accounts over other funds or accounts managed by the portfolio manager.

To address potential conflicts of interest, New York Life Investments and each Subadvisor have adopted various policies and procedures to provide for equitable treatment of trading activity and to ensure that investment opportunities are allocated in a fair and appropriate manner. In addition, New York Life Investments has adopted a Code of Ethics that recognizes the Manager's obligation to treat all of its clients, including the Fund, fairly and equitably. These policies, procedures and the Code of Ethics are designed to restrict the portfolio manager from favoring one client over another. There is no guarantee that the policies, procedures and the Code of Ethics will be successful in every instance.

PORTFOLIO TRANSACTIONS AND BROKERAGE

<R>

Purchases and sales of securities on a securities exchange are effected by brokers, and the Funds pay a brokerage commission for this service. In transactions on stock exchanges in the United States, these commissions are negotiated, whereas on many foreign stock exchanges these commissions are fixed. In the OTC markets, securities ( i.e. , municipal bonds, other debt securities and some equity securities) are generally traded on a "net" basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. Transactions in certain OTC securities also may be effected on an agency basis, when the total price paid (including commission) is equal to or better than the best total prices available from other sources. In underwritten offerings, securities are usually purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.

</R> <R>

Because the MainStay Funds of Funds primarily invest all of their assets in Class I shares of Underlying Funds, they generally do not pay brokerage commissions and related costs, but do indirectly bear a proportionate share of these costs incurred by the Underlying Funds in which they invest.

</R> <R>

In effecting purchases and sales of portfolio securities for the account of a Fund, the Fund's Manager or Subadvisor will seek the best execution of the Fund's orders. The Board has adopted policies and procedures that govern the selection of broker/dealers to effect securities transactions on behalf of a Fund. Under these policies and procedures, the Manager or Subadvisor must consider not only the commission rate, spread or other compensation paid, but the price at which the transaction is executed, bearing in mind that it may be in a Fund's best interests to pay a higher commission, spread or other compensation in order to receive better execution. The Manager or Subadvisor may consider other factors, including the broker's integrity, specialized expertise, speed, ability or efficiency, research or other services. The Manager or Subadvisor may not consider a broker's promotional or sales efforts on behalf of any Fund as part of the broker selection process for executing Fund portfolio transactions. Furthermore, neither the Funds nor the Manager may enter into agreements under which a Fund directs brokerage transactions (or revenue generated from those transactions) to a broker to pay for distribution of Fund shares.

</R> <R>

Currently, New York Life Investments is affiliated with two broker/dealers, NYLIFE Securities LLC and NYLIFE Distributors LLC (each an "Affiliated Broker" and collectively, the "Affiliated Brokers"), neither of which have institutional capacity to underwrite securities or effect transactions of the MainStay Group of Funds.

</R> <R>

As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), the Manager or a Subadvisor may cause a Fund to pay a broker/dealer (except the Affiliated Brokers) that provides brokerage and research services to the Manager or Subadvisor an amount of commission for effecting a securities transaction for a Fund in excess of the amount other broker/dealers would have charged for the transaction if the Manager or the Subadvisor determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker/dealer viewed in terms of either a particular transaction or the Manager's or the Subadvisor's overall responsibilities to the Funds or to its other clients. The term "brokerage and research services" includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto such as clearance and settlement.

</R> <R>

No commission payments were made to Affiliated Brokers in the fiscal years ended October 31, 2010, 2009 or 2008.

</R> <R>

Although commissions paid on every transaction will, in the judgment of the Manager or the Subadvisors, be reasonable in relation to the value of the brokerage services provided, commissions exceeding those that another broker might charge may be paid to broker/dealers (except the Affiliated Brokers) who were selected to execute transactions on behalf of the Funds and the Manager's or the Subadvisors' other clients in part for providing advice as to the availability of securities or of purchasers or sellers of securities and services in effecting securities transactions and performing functions incidental thereto such as clearance and settlement.

</R> <R>

Broker/dealers may be willing to furnish statistical, research and other factual information or services ("Research") to the Manager or the Subadvisors for no consideration other than brokerage or underwriting commissions. Research provided by brokers is used for the benefit of all of the Manager's or the Subadvisors' clients and not solely or necessarily for the benefit of the Funds. The Manager's or the Subadvisors' investment management personnel attempt to evaluate the quality of Research provided by brokers. Results of this effort are sometimes used by the Manager or the Subadvisors as a consideration in the selection of brokers to execute portfolio transactions.

</R>

Certain of the Funds may participate in commission recapture programs with certain brokers selected by the Manager. Under these programs, a Fund may select a broker or dealer to effect transactions for the Fund whereby the broker or dealer uses a negotiated portion of the commissions earned on such brokerage transactions to pay bona fide operating expenses of the Fund. Such expenses may include fees paid directly to the broker or dealer, to an affiliate of the broker or dealer, or to other service providers, for transfer agency, sub-transfer agency, recordkeeping, or shareholder services or other bona fide services of the Funds.

In certain instances there may be securities that are suitable for a Fund's portfolio as well as for that of another MainStay Fund or one or more of the other clients of the Manager or the Subadvisors. Investment decisions for a Fund and for the Manager's or the Subadvisors' other clients are made independently from those of the other accounts and investment companies that may be managed by the Manager or the Subadvisor with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security in a particular transaction as far as a Fund is concerned. The Manager and Subadvisors each believe that over time the Funds' ability to participate in volume transactions will produce better executions for the Funds.

The Management fees paid by the MainStay Group of Funds, on behalf of each Fund, to the Manager and the Subadvisory fees that the Manager pays on behalf of certain Funds to the Subadvisors will not be reduced as a consequence of the Manager's or the Subadvisors' receipt of brokerage and research services. To the extent a Fund's portfolio transactions are used to obtain such services, the brokerage commissions paid by the Fund will exceed those that might otherwise be paid, by an amount that cannot be clearly determined. Such services would be useful and of value to the Manager and the Subadvisors in serving both the Funds and other clients and, conversely, such services obtained by the placement of brokerage business of other clients would be useful to the Manager and the Subadvisors in carrying out their obligations to the Funds.

<R>

The table below shows information on brokerage commissions paid by each of the Funds for the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008, all of which were paid to entities that are not affiliated with the Funds, the Manager or the Distributor.

</R> <R>

BROKERAGE COMMISSIONS

YEAR ENDED 10/31/10

YEAR ENDED 10/31/2009

YEAR ENDED 10/31/2008

MAINSTAY FUNDS

 

 

 

MainStay Common Stock Fund

$

249,859

 

$

212,977

 

$

347,535

 

MainStay Convertible Fund

144,362

 

182,408

 

120,497

 

Mainstay Flexible Bond Opportunities Fund 1

10,065

 

1,960

 

8,235

 

MainStay Global High Income Fund

2,960

 

30

 

9,896

 

MainStay Government Fund

1,018

 

759

 

0

 

MainStay High Yield Corporate Bond Fund

27,324

 

61,441

 

204,934

 

MainStay Income Builder Fund 2

434,714

 

421,083

 

550,638

 

MainStay International Equity Fund

833,771

 

1,431,665

 

2,017,805

 

MainStay Large Cap Growth Fund

7,718,890

 

4,358,464

 

3,529,307

 

MainStay MAP Fund

934,339

 

1,123,561

 

1,332,048

 

MainStay Tax Free Bond Fund

0

 

0

 

14,438

 

 

 

 

ECLIPSE TRUST

 

 

 

MainStay Balanced Fund

217,249

 

277,021

 

555,843

 

MainStay U.S. Small Cap Fund 3

499,140

 

1,153,363

 

2,552,982

 

 

 

 

ECLIPSE FUNDS INC.

 

 

 

MainStay High Yield Opportunities Fund 4

18,574

 

6,000

 

2,700

 

 

 

 

MAINSTAY FUNDS TRUST

 

 

 

MainStay 130/30 Core Fund

315,453

 

202,175

 

130,558

 

MainStay 130/30 Growth Fund

118,438

 

135,418

 

61,312

 

MainStay 130/30 International Fund

131,559

 

122,851

 

31,275

 

MainStay Epoch Global Choice Fund

235,339

 

N/A

 

N/A

 

MainStay Epoch Global Equity Yield Fund

388,938

 

N/A

 

N/A

 

MainStay Epoch International Small Cap Fund

343,666

 

N/A

 

N/A

 

MainStay Epoch U.S. All Cap Fund 5

443,924

 

323,145

 

345,483

 

MainStay Epoch U.S. Equity Fund

202,293

 

N/A

 

N/A

 

MainStay Floating Rate Fund

3,023

 

0

 

0

 

MainStay Growth Equity Fund

841,914

 

62,351

 

219,122

 

MainStay High Yield Municipal Bond Fund 6

7,647

 

0

 

0

 

MainStay ICAP Equity Fund

678,972

 

1,112,337

 

1,056,672

 

MainStay ICAP Global Fund 7

62,146

 

67,584

 

35,872

 

MainStay ICAP International Fund

1,414,584

 

1,177,675

 

996,675

 

MainStay ICAP Select Equity Fund

2,002,688

 

2,503,429

 

2,250,000

 

MainStay Intermediate Term Bond Fund

2,243

 

363

 

29

 

MainStay Retirement 2010 Fund

0

 

5,737

 

4,524

 

MainStay Retirement 2020 Fund

0

 

7,629

 

5,696

 

MainStay Retirement 2030 Fund

0

 

9,185

 

7,189

 

MainStay Retirement 2040 Fund

0

 

5,106

 

3,580

 

MainStay Retirement 2050 Fund

0

 

1,743

 

2,316

 

MainStay S&P 500 Index Fund

141,950

 

114,074

 

57,137

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

</R> <R>

2

Effective October 16, 2009, the MainStay Total Return Fund changed its name to MainStay Income Builder Fund.

</R> <R>

3

Effective October 30, 2009, the MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund.

</R> <R></R>

4

Effective February 26, 2010, the MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund.

<R></R> <R></R> <R>

5

Effective October 16, 2009, the MainStay All Cap Growth Fund changed its name to MainStay Epoch U.S. All Cap Fund.

</R> <R>

6

The MainStay High Yield Municipal Bond Fund commenced investment operations on March 30, 2010.

</R> <R>

7

The MainStay ICAP Global Fund commenced operations on April 30, 2008.

</R> <R>

The following table shows the dollar amount of brokerage commissions paid to brokers that provided research services during the fiscal year ended October 31, 2010 and the dollar amount of the transactions involved. The Funds pay brokerage commissions to various full-service brokers for both execution services and research services. However, because the commissions paid to these full-service brokers are not segregated by the part of the fee attributable to execution and the part attributable to research, the foregoing numbers represent fees paid for both execution services and research services. The following table sets forth the value, as of October 31, 2010, of the shares issued by a regular broker/dealer and held by the Funds:

</R>

 

<R>

TOTAL AMOUNT OF TRANSACTIONS WHERE COMMISSIONS PAID TO BROKERS THAT PROVIDED RESEARCH SERVICES

TOTAL BROKERAGE COMMISSIONS PAID TO BROKERS THAT PROVIDED RESEARCH

MAINSTAY FUNDS

 

 

MainStay Common Stock Fund

$

70,718,260

 

$

70,713

 

MainStay Income Builder Fund

373,291,195

 

345,310

 

MainStay Large Cap Growth Fund

658,315,423

 

733,841

 

MainStay MAP Fund

831,625,986

 

654,751

 

ECLIPSE TRUST

 

 

MainStay Balanced Fund

43,057,822

 

43,056

 

MainStay U.S. Small Cap Fund

254,738,464

 

322,622

 

MAINSTAY FUNDS TRUST

 

 

MainStay 130/30 Core Fund

90,777,704

 

90,795

 

MainStay 130/30 Growth Fund

24,969,652

 

24,966

 

MainStay 130/30 International Fund

16,307,517

 

16,310

 

MainStay Epoch U.S. All Cap Fund

337,103,162

 

311,129

 

MainStay Growth Equity Fund

183,515,113

 

183,531

 

MainStay ICAP Equity Fund

661,803,390

 

495,765

 

MainStay ICAP Global Fund

39,997,945

 

46,178

 

MainStay ICAP International Fund

685,982,080

 

1,001,099

 

MainStay ICAP Select Equity Fund

1,991,880,224

 

1,493,938

 
</R> <R>

As of October 31, 2010, the Funds held securities of the following broker/dealers (as defined in Rule 10b-1 under the 1940 Act) or their parent companies.

</R>

 

<R>

FUND

BROKER/DEALER

MARKET VALUE

MAINSTAY FUNDS

 

MainStay Common Stock Fund

Bank of America Corp.

$

4,476,197

 

Charles Schwab & Co.

75,737

 

Citigroup, Inc.

434,823

 

Goldman Sachs Group, Inc. (The)

1,583,265

 

JPMorgan Chase & Co.

5,477,874

 

Morgan Stanley & Co., Inc.

127,111

 

State Street Bank and Trust Co.

1,025,793

 

State Street Bank and Trust Co.

385,777

 

Wells Fargo, Inc.

5,272,229

 

MainStay Convertible Fund

Bank of America Corp.

$

2,167,880

 

Citigroup, Inc.

17,999,778

 

JP Morgan Chase & Co.

28,351,552

 

Morgan Stanley & Co., Inc.

865,476

 

State Street Bank and Trust Co.

35,212,036

 

MainStay Flexible Bond Opportunities Fund

Bank of America Corp.

$

2,066,602

 

Bank of America Corp.

76,707

 

Barclays

1,270,312

 

Citigroup, Inc.

870,353

 

Citigroup, Inc.

807,732

 

Deutsche Bank Securities, Inc.

682,039

 

JPMorgan Chase & Co.

1,721,093

 

Merrill Lynch & Co.

1,014,951

 

Morgan Stanley & Co., Inc.

1,569,904

 

State Street Bank and Trust Co.

6,380,919

 

UBS Securities

42,012

 

Wells Fargo, Inc.

388,381

 

Wels Fargo, Inc.

100,000

 

MainStay Global High Income Fund

State Street Bank and Trust Co.

$

11,689,459

 

MainStay Government Fund

Bank of America Corp.

$

232,807

 

Citigroup, Inc.

2,595,013

 

Merrill Lynch & Co., Inc.

1,028,846

 

State Street Bank and Trust Co.

9,193,355

 

MainStay High Yield Corporate Bond Fund

State Street Bank and Trust Co.

$

208,088,549

 

MainStay Income Builder Fund

Bank of America Corp.

$

2,083,598

 

Citigroup, Inc.

3,451,614

 

Citigroup, Inc.

5,098,411

 

JPMorgan Chase & Co.

3,004,333

 

Merrill Lynch & Co., Inc.

4,535,967

 

Morgan Stanley & Co., Inc.

1,050,885

 

State Street Bank and Trust Co.

38,702,377

 

UBS Securities

1,610,308

 

Wells Fargo, Inc.

1,260,308

 

MainStay International Equity Fund

Barclays

$

2,297,709

 

Credit Suisse First Boston

9,080,200

 

State Street Bank and Trust Co.

6,352,290

 

UBS Securities

10,194,980

 

MainStay Large Cap Growth Fund

Goldman Sachs Group, Inc. (The)

$

158,777,175

 

JPMorgan Chase & Co.

82,458,619

 

State Street Bank and Trust Co.

230,718,214

 

MainStay MAP Fund

Bank of America Corp.

$

3,499,542

 

Citigroup, Inc.

1,163,013

 

Credit Suisse First Boston

6,770,725

 

Goldman Sachs Group, Inc. (The)

26,036,721

 

JPMorgan Chase & Co.

2,093,591

 

State Street Bank and Trust co.

39,262,963

 

State Street Bank and Trust Co.

7,917,028

 

UBS Securities

6,272,578

 

Wells Fargo, Inc.

31,369,650

 

MainStay Money Market Fund

Bank of America Corp.

$

1,000,509

 

Citigroup, Inc.

4,002,587

 

Deutsche Bank Securities, Inc.

19,100,000

 

JPMorgan Chase & Co.

5,599,281

 

Morgan Stanley & Co.

19,086,000

 

SG Americas Securities, LLC

19,100,000

 

MainStay Principal Preservation Fund

Bank of America Corp.

$

1,100,560

 

Deutsche Bank Securities, Inc.

4,600,000

 

JPMorgan Chase & Co.

999,872

 

Morgan Stanley & Co, Inc.

4,831,000

 

SG America Securities, LLC

4,600,000

 

ECLIPSE TRUST

 

MainStay Balanced Fund

Bank of America Corp.

$

3,185,672

 

Goldman Sachs Group, Inc. (The)

513,109

 

Goldman Sachs Group, Inc. (The)

1,185,177

 

HSBC

2,045,871

 

JPMorgan Chase & Co.

3,226,556

 

JPMorgan Chase & Co.

5,505,156

 

Morgan Stanley & Co., Inc.

3,138,456

 

State Street Bank and Trust Co.

992,653

 

Wells Fargo, Inc.

2,674,235

 

MainStay U.S. Small Cap Fund

State Street Bank and Trust Co.

$

18,273,155

 

ECLIPSE FUNDS INC.

 

MainStay High Yield Opportunities Fund

Bank of America Corp.

$

1,945,288

 

Barclays

3,048,750

 

Citigroup, Inc.

1,842,474

 

Citigroup, Inc.

2,713,242

 

Deutsche Bank Securities, Inc.

1,466,384

 

Goldman Sachs Group, Inc. (The)

1,165,349

 

JPMorgan Chase & Co.

1,043,898

 

Merrill Lynch & Co., Inc.

2,260,574

 

Morgan Stanley & Co., Inc.

2,532,654

 

State Street Bank and Trust Co.

36,585,179

 

Wells Fargo, Inc.

1,649,992

 

MAINSTAY FUNDS TRUST

 

MainStay 130/30 Core Fund

Bank of America Corp.

$

4,394,962

 

Charles Schwab & Co.

1,876,506

 

Citigroup, Inc.

712,411

 

Goldman Sachs Group, Inc. (The)

2,226,421

 

JPMorgan Chase & Co.

5,489,276

 

Morgan Stanley & Co., Inc.

524,558

 

State Street Bank and Trust Co.

842,188

 

State Street Bank and Trust Co.

2,250,781

 

Wells Fargo, Inc.

4,982,923

 

MainStay 130/30 Growth Fund

JPMorgan Chase & Co.

$

89,673

 

State Street Bank and Trust Co.

33,709

 

MainStay 130/30 International Fund

Barclays

$

1,430,040

 

BNP Paribas

1,723,230

 

Credit Suisse First Boston

1,351,833

 

Deutsche Bank Securities, Inc.

627,387

 

SG Americas Securities, LLC

1,354,476

 

State Street Bank and Trust Co.

558,334

 

UBS Securities

851,919

 

MainStay Cash Reserves Fund

Bank of America Corp.

$

900,458

 

BNP Paribas

15,249,918

 

Citigroup, Inc.

5,003,370

 

Deutsche Bank Securities, Inc.

26,550,000

 

JPMorgan Chase & Co.

11,401,689

 

Morgan Stanley & Co., Inc.

26,535,000

 

SG Americas Securities LLC

44,798,635

 

MainStay Epoch Global Choice Fund

State Street Bank and Trust Co.

$

1,430,175

 

MainStay Epoch Global Equity Yield Fund

State Street Bank and Trust Co.

$

8,133,140

 

MainStay Epoch International Small Cap Fund

State Street Bank and Trust Co.

$

921,115

 

MainStay Epoch U.S. All Cap Fund

State Street Bank and Trust Co.

$

19,131,476

 

MainStay Epoch U.S. Equity Fund

State Street Bank and Trust Co.

$

11,142,589

 

MainStay Floating Rate Fund

BNP Paribas

$

7,290,000

 

State Street Bank and Trust Co.

458,232

 

MainStay Growth Equity Fund

JPMorgan Chase & Co.

$

5,419,172

 

State Street Bank and Trust Co.

25,753

 

MainStay ICAP Equity Fund

Goldman Sachs Group, Inc. (The)

$

22,086,847

 

State Street Bank and Trust Co.

34,946,572

 

Wells Fargo, Inc.

26,585,926

 

MainStay ICAP International Fund

Credit Suisse First Boston

$

24,692,500

 

State Street Bank and Trust Co.

22,735,615

 

UBS Securities

20,323,659

 

MainStay ICAP Select Equity Fund

Goldman Sachs Group, Inc. (The)

$

94,453,507

 

State Street Bank and Trust Co.

131,000,800

 

Wells Fargo, Inc.

100,836,442

 

MainStay ICAP Global Fund

Credit Suisse First Boston

$

813,400

 

Goldman Sachs Group, Inc. (The)

724,275

 

State Street Bank and Trust Co.

992,724

 

UBS Securities

727,991

 

Wells Fargo, Inc.

955,832

 

MainStay Indexed Bond Fund

Bank of America Corp.

$

7,743,400

 

Barclays

449,570

 

BNP Paribas

251,393

 

Citigroup, Inc.

4,214,267

 

Credit Suisse First Boston

3,686,179

 

Deutsche Bank Securities, Inc.

379,056

 

Goldman Sachs Group, Inc. (The)

2,907,477

 

HSBC Securities

1,935,862

 

JPMorgan Chase & Co.

9,051,273

 

Merrill Lynch & Co., Inc.

968,203

 

Morgan Stanley & Co., Inc.

6,335,219

 

State Street Bank and Trust Co.

1,154,510

 

UBS Securities

483,307

 

Wells Fargo, Inc.

817,479

 

MainStay Intermediate Term Bond Fund

Bank of America Corp.

$

4,954,849

 

Citigroup, Inc.

10,984,996

 

Goldman Sachs Group, Inc. (The)

11,346,158

 

HSBC Securities

2,196,365

 

JPMorgan Chase & Co.

10,742,719

 

Merrill Lynch & Co., Inc.

1,711,196

 

Morgan Stanley & Co., Inc.

4,943,655

 

State Street Bank and Trust Co.

57,407,450

 

UBS Securities

2,070,890

 

MainStay S&P 500 Index Fund

Bank of America Corp.

$

13,601,119

 

Charles Schwab & Co.

1,808,145

 

Citigroup, Inc.

12,598,045

 

Goldman Sachs Group, Inc. (The)

9,833,079

 

JPMorgan Chase & Co.

17,680,004

 

Morgan Stanley & Co., Inc.

4,116,756

 

State Street Bank and Trust Co.

78,095

 

State Street Bank and Trust Co.

2,483,467

 

Wells Fargo, Inc.

16,172,443

 

MainStay Short Term Bond Fund

Bank of America Corp.

$

941,217

 

Citigroup, Inc.

1,209,722

 

JPMorgan Chase & Co., Inc.

1,305,952

 

Morgan Stanley & Co., Inc.

2,544,560

 

State Street Bank and Trust Co.

2,762,806

 

UBS Securities

994,511

 

Well Fargo, Inc.

1,310,375

 
</R>

A Fund's portfolio turnover rate is calculated by dividing the lesser of sales or purchases of portfolio securities by the average monthly value of the Fund's portfolio securities. For purposes of this calculation, portfolio securities will exclude purchases and sales of debt securities having maturity at the date of purchase of one year or less.

The turnover rate for a Fund will vary from year-to-year and depending on market conditions, turnover could be greater in periods of unusual market movement and volatility. A higher turnover rate generally would result in greater brokerage commissions or other transactional expenses which must be borne, directly or indirectly, by the Fund and, ultimately, by the Fund's shareholders. High portfolio turnover may result in increased brokerage commissions and in the realization of a substantial increase in net short-term capital gains by the Fund which, when distributed to non-tax-exempt shareholders, will be treated as dividends (ordinary income).

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Because the Manager does not expect to reallocate the assets of the MainStay Funds of Funds among the Underlying Funds on a frequent basis, the portfolio turnover rate for those funds is expected to be modest ( i.e. , less than 25%) in comparison to most mutual funds. However, the MainStay Funds of Funds indirectly bear the expenses associated with the portfolio turnover of the Underlying Funds, a number of which have high ( i.e. , greater than 100%) portfolio turnover rates. Portfolio turnover rates for each Underlying Fund for which financial highlights are available are provided under "Financial Highlights" in the applicable Prospectus.

</R>

<R></R> <R></R>

HOW PORTFOLIO SECURITIES ARE VALUED

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Portfolio securities of the Money Market Funds are valued at their amortized cost (in accordance with the MainStay Group of Funds Rule 2a-7 Procedures adopted to implement the requirements of Rule 2a-7 under the 1940 Act), which does not take into account unrealized securities gains or losses. This method involves initially valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any premium paid or discount received. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Fund would receive if it sold the instrument. During such periods, the yield to an investor in the Fund may differ somewhat than that obtained in a similar investment company that uses available market quotations to value all of its portfolio securities. During periods of declining interest rates, the quoted yield on shares of the Money Market Funds may tend to be higher than a computation made by a fund with identical investments utilizing a method of valuation based upon prevailing market prices and estimates of such market prices for all of its portfolio instruments. Thus, if the use of amortized costs by a Money Market Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in the Fund would be able to obtain a somewhat higher yield if he or she purchased shares of the Fund on that day, than would result from investing in a fund utilizing solely market values, and existing shareholders in the Fund would receive less investment income. The converse would apply in a period of rising interest rates.

</R>

The Board has also established procedures designed to stabilize, to the extent reasonably possible, the Money Market Funds' price per share as computed for the purpose of sales and redemptions at $1.00. Such procedures include review of the Money Market Funds' portfolios by the Board, at such intervals as they deem appropriate, to determine whether any Fund's NAV calculated by using available market quotations or market equivalents (the determination of value by reference to interest rate levels, quotations of comparable securities and other factors) deviates from $1.00 per share based on amortized cost.

The extent of deviation between a Money Market Fund's NAV based upon available market quotations or market equivalents and $1.00 per share based on amortized cost will be periodically examined by the Board. If such deviation exceeds 1/2 of 1%, the Board will promptly consider what action, if any, will be initiated. In the event the Board determines that a deviation exists which may result in material dilution or other unfair results to investors or existing shareholders, they will take such corrective action as they regard to be necessary and appropriate, including the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding part or all of dividends or payment of distributions from capital or capital gains; redemptions of shares in kind; or establishing a NAV per share by using available market quotations or equivalents. In addition, in order to stabilize the NAV per share at $1.00, the Board has the authority (1) to reduce or increase the number of shares outstanding on a pro rata basis, and (2) to offset each shareholder's pro rata portion of the deviation between the NAV per share and $1.00 from the shareholder's accrued dividend account or from future dividends.

Portfolio securities of each of the other Funds are valued:

<R>
  1. by appraising common and preferred stocks that are traded on the New York Stock Exchange or other exchanges and the National Market System ("NMS") at the last sale price of the exchange on that day or, if no sale occurs on such exchange, at the last quoted sale price up to the time of valuation on any other national securities exchange; if no sale occurs on that day, the stock shall be valued at the mean between the closing bid price and asked price on the New York Stock Exchange. (NOTE: excessive spreads or infrequent trading may indicate a lack of readily available market quotations that may then be "fair valued" in accordance with fair valuation policies established by the Board):

  2. by appraising OTC common and preferred stocks quoted on the NASDAQ system (but not listed on the NMS) at the NASDAQ Official Closing Price supplied through such system;

  3. by appraising OTC and foreign traded common and preferred stocks not quoted on the NASDAQ system and foreign securities traded on certain foreign exchanges whose operations are similar to the U.S. over-the-counter market at prices supplied by a recognized pricing agent selected by a Fund's Manager or Subadvisor, or if the prices are deemed by the Manager or the Subadvisor not to be representative of market values, the security is to be "fair valued" in accordance with fair valuation policies established by the Board;

  4. by appraising debt securities and all other liquid securities and other liquid assets at prices supplied by a pricing agent or broker/dealer, selected by the Manager, in consultation with a Fund's Subadvisor, if any, approved by the Valuation Subcommittee and ratified by the Valuation Committee if those prices are deemed by a Fund's Manager or Subadvisor to be representative of market values at the close of the New York Stock Exchange;

  5. by appraising exchange-traded options and futures contracts at the last posted settlement price on the market where any such option or futures contract is principally traded;

  6. by appraising forward foreign currency exchange contracts held by the Funds at their respective fair market values determined on the basis of the mean between the last current bid and asked prices based on dealer or exchange quotations; and

  7. securities that cannot be valued by the methods set forth above and all other assets, are valued in good faith at "fair value" in accordance with valuation policies established by the Board.

</R> <R>

Floating rate loans, in which the MainStay Floating Rate Fund primarily invests, are not listed on any securities exchange or board of trade. Some loans are traded by institutional investors in an OTC secondary market that has developed in the past several years. This secondary market generally has fewer trades and less liquidity than the secondary markets for other types of securities. Some loans have few or no trades. Accordingly, determinations of the value of loans may be based on infrequent and dated trades. Because there is less reliable, objective market value data available, elements of judgment may play a greater role in valuation of loans than for other types of securities.

</R>

Typically floating rate loans are valued using information provided by an independent third party pricing service. If the pricing service cannot or does not provide a valuation for a particular loan or such valuation is deemed unreliable, such loan is fair valued in accordance with policies established by the Board. A Fund's officers, under the general supervision of the Board, will regularly review procedures used by, and valuations provided by, the pricing service for each Fund.

Portfolio securities traded on more than one U.S. national securities exchange or foreign exchange are valued at the last sale price on the business day as of which such value is being determined on the close of the exchange representing the principal market for such securities and should there be no sale price on that exchange, such securities should then be valued at the last sale price on any other exchange that the Manager may designate. If there were no sales on any exchange, the securities shall be valued at the mean between the closing bid price and asked price. Prior to the daily calculation of each Fund's NAV, the value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values at the foreign exchange bid rate of such currencies against U.S. dollars as determined by quotes supplied by the pricing agent. If such quotations are not available, the rate of exchange will be determined in accordance with fair valuation policies established by the Board. For financial accounting purposes, MainStay Group of Funds recognizes dividend income and other distributions on the ex-dividend date, except certain dividends from foreign securities that are recognized as soon as the respective MainStay Fund is informed on or after the ex-dividend date.

A significant event occurring after the close of trading but before the calculation of the Fund's NAV may mean that the closing price for a security may not constitute a readily available market quotation and accordingly require that the security be priced at its fair value in accordance with the fair valuation procedures established by the Board. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of the New York Stock Exchange generally will not be reflected in a Fund's calculation of its NAV. The Subadvisor, if any, and the Manager will continuously monitor for significant events that may call into question the reliability of market quotations. Such events may include: situations relating to a single issue in a market sector; significant fluctuations in U.S. or foreign markets; natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets. However, where the Manager, in consultation with the Subadvisor, if any, may, in its judgment, determine that an adjustment to a Fund's NAV should be made because intervening events have caused the Fund's NAV to be materially inaccurate, the Manager will seek to have the security "fair valued" in accordance with fair valuation procedures established by the Board.

The proceeds received by each Fund for each issue or sale of its shares, and all net investment income, realized and unrealized gain and proceeds thereof, subject only to the rights of creditors, will be specifically allocated to such Fund and constitute the underlying assets of that Fund. The underlying assets of each Fund will be maintained on the books of account, and will be charged with the liabilities in respect to such Fund and with a share of the general liabilities of the MainStay Funds, Eclipse Trust, Eclipse Funds Inc. and MainStay Funds Trust, respectively. Expenses with respect to any two or more Funds will be allocated in proportion to the NAVs of the respective Funds except where allocation of direct expenses can otherwise be fairly made in the judgment of the Manager or the Subadvisor.

To the extent that any newly organized fund or class of shares receives, on or before December 31, any seed capital, the NAV of such fund(s) or class(es) will be calculated as of December 31.

SHAREHOLDER INVESTMENT ACCOUNT

<R>

A Shareholder Investment Account is established for each investor in the Funds, under which a record of the shares of each Fund held is maintained by NYLIM Service Company. Whenever certain transactions take place in a Fund (other than the Money Market Funds), the shareholder will be mailed a confirmation showing the transaction. Shareholders will be sent a quarterly statement showing the status of the Account. In addition, shareholders of the Money Market Funds will be sent a monthly statement for each month in which a transaction occurs.

</R>

SHAREHOLDER TRANSACTIONS

<R>

NYLIM Service Company may accept requests in writing or telephonically from at least one of the owners of a Shareholder Investment Account for the following account transactions and/or maintenance:

</R> <R>
  • dividend and capital gain changes (including moving dividends between account registrations);

  • address changes;

  • certain Systematic Investment Plan and Systematic Withdrawal Plan changes (including increasing or decreasing amounts and plan termination);

  • exchange requests between identical registrations;

  • redemptions via check of $100,000 or less to the address of record only; and

  • redemptions via ACH or wire to a bank previously established on an account.

</R> <R>

In addition, NYLIM Service Company may accept requests from at least one of the owners of a Shareholder Investment Account through the Funds' internet website for account transactions and/or maintenance involving address changes, certain Systematic Investment Plan and Systematic Withdrawal Plan changes (including increasing or decreasing amounts and plan termination) and for redemptions by wire of amounts less than $250,000.

</R> <R>

With regard to address changes received from third-parties, the Funds may accept address changes supplied by the United States Postal Service via the National Change of Address Program. On accounts where NYLIFE Securities LLC is the dealer of record, the Funds may accept address changes received by New York Life. Confirmation of address changes will be sent to the new address as well as the former address of record.

</R>

PURCHASE, REDEMPTION, EXCHANGES AND REPURCHASE

<R>

HOW TO PURCHASE SHARES OF THE FUNDS

</R>

GENERAL INFORMATION

<R>

Each class of shares of a Fund represents an interest in the same portfolio of investments of the Fund, has the same rights and are identical in all respects, except that, to the extent applicable, each class bears its own service and distribution expenses and may bear incremental transfer agency costs resulting from its sales arrangements. Investor Class, Sweep Class, Class A, Class B, Class C, Class R2 and Class R3 shares of each Fund have exclusive voting rights with respect to provisions of the Rule 12b-1 plan for such class of a Fund pursuant to which its distribution and service fees are paid, and each class has similar exchange privileges. As compared to Investor Class or Class A shares, the net income attributable to Class B and Class C shares and the dividends payable on Class B and Class C shares will be reduced by the amount of the higher Rule 12b-1 fee and incremental expenses associated with such class. Likewise, the NAV of the Class B and Class C shares generally will be reduced by such class specific expenses (to the extent the Fund has undistributed net income) and investment performance of Class B and Class C shares will be lower than that of Investor Class or Class A shares. As compared to Investor Class or Class A shares, the Class R1 shares have lower on-going expenses and are not subject to a front-end sales charge. The investment performance of Class R1 shares will generally be higher than that of Investor Class or Class A shares. As compared to Class R1 shares, the Class R2 and Class R3 shares have higher class specific expenses, including a distribution and service fees payable pursuant to a Rule 12b-1 plan. As a result of the differences of these expenses between these classes, the investment performance of Class R3 shares will generally be lower than that of Class R2 shares, and the investment performance of Class R2 shares will generally be lower than that of Class R1 shares. Class I shares have the lowest on-going expenses and are not subject to an initial or contingent sales charge. Class I, Class R1, Class R2 and Class R3 shares of the Funds are available only to eligible investors, as set forth in the Prospectus and may be changed from time to time. For additional information on the features of Investor Class, Class A, Class B and Class C shares, see "Alternative Sales Arrangements." Financial intermediaries may not offer all share classes of a Fund. If the share class that is most economical for you, given your individual financial circumstances and goals, is not offered through your financial intermediary and you are otherwise eligible to invest in that share class, you can open an account and invest directly with the Fund by submitting an application form to NYLIM Service Company.

</R>

BY MAIL

<R>

Initial purchases of shares of the Funds should be made by mailing the completed application form to the investor's registered representative or directly to the MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. Shares of any Fund may be purchased at the NAV per share next determined after receipt in good order of the purchase order by Boston Financial Data Services, Inc. ("BFDS"), the sub-transfer agent for the Funds, plus any applicable sales charge.

</R> <R>

BY WIRE

</R> <R></R> <R></R> <R>

An investor may open an account and invest by wire by having his or her registered representative telephone NYLIM Service Company between 8:00 am and 6:00 p.m., Eastern time, to obtain an account number and instructions. For both initial and subsequent investments, federal funds should be wired to:

</R>

STATE STREET BANK AND TRUST COMPANY

ABA NO. 011-0000-28

ATTN: CUSTODY AND SHAREHOLDER SERVICES

FOR CREDIT: MAINSTAY

Fund Class

SHAREHOLDER NAME

SHAREHOLDER ACCOUNT NO.

DDA ACCOUNT NUMBER 99029415

<R></R> <R>

An Application Must Be Received By NYLIM Service Company Within Three Business Days.

</R> <R>

The investor's bank may charge the investor a fee for the wire. To make a purchase effective the same day, federal funds must be received by NYLIM Service Company before 4:00 pm Eastern time.

</R>

Wiring money to the Funds will reduce the time a shareholder must wait before redeeming or exchanging shares, because when a shareholder purchases by check or by Automated Clearing House ("ACH") payment, the Funds may withhold payment for up to 10 days from the date the check or ACH purchase is received.

ADDITIONAL INVESTMENTS

Additional investments in a Fund may be made at any time by mailing a check payable to the MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401. The shareholder's account number and the name of the Fund and class of shares must be included with each investment. Purchases will be effected at the NAV per share plus any applicable sales charge as described above.

<R>

The Funds' officers may waive the initial and subsequent investment minimums for certain purchases when they deem it appropriate, including, but not limited to, purchases through certain qualified retirement plans; purchases by the Board Members; New York Life and its subsidiaries and their employees, officers, directors, agents or former employees (and immediate family members); through financial services firms that have entered into an agreement with the Funds or the Distributor; New York Life employee and agent investment plans; investments resulting from distributions by other New York Life products and products of the Distributor; and purchases by certain individual participants.

</R>

SYSTEMATIC INVESTMENT PLANS

<R>

Investors whose bank is a member of the ACH may purchase shares of a Fund through AutoInvest. AutoInvest facilitates investments by using electronic debits, authorized by the shareholder, to a checking or savings account, for share purchases. When the authorization is accepted (usually within two weeks of receipt) a shareholder may purchase shares by calling NYLIM Service Company, toll free at 800-MAINSTAY (624-6782) (between 8:00 am and 4:00 pm, Eastern time). The investment will be effected at the NAV per share next determined after receipt in good order of the order, plus any applicable sales charge, and normally will be credited to the shareholder's Fund account within two business days thereafter. Shareholders whose bank is an ACH member also may use AutoInvest to automatically purchase shares of a Fund on a scheduled basis by electronic debit from an account designated by the shareholder on an application form. The initial investment must be in accordance with the investment amounts previously mentioned. Subsequent minimum investments are $50 monthly, $100 quarterly, $250 semiannually, or $500 annually. The investment day may be any day from the first through the twenty-eighth of the respective month. Redemption proceeds from Fund shares purchased by AutoInvest may not be paid until 10 days or more after the purchase date. Fund shares may not be redeemed by AutoInvest.

</R>

OTHER INFORMATION

Investors may, subject to the approval of the Funds, the Distributor, the Manager and the Subadvisor to the particular Fund, purchase shares of a Fund with liquid securities that are eligible for purchase by that Fund and that have a value that is readily ascertainable. These transactions will be effected only if the Subadvisor intends to retain the security in the Fund as an investment. The Funds reserve the right to amend or terminate this practice at any time. An investor must call MainStay at 800-MAINSTAY (624-6782) before sending any securities. The Funds and the Distributor reserve the right to redeem shares of any shareholder who has failed to provide the Fund with a certified Taxpayer I.D. number or such other tax-related certifications as the Fund may require. A notice of redemption, sent by first class mail to the shareholder's address of record, will fix a date not less than 30 days after the mailing date, and shares will be redeemed at the NAV determined as of the close of business on that date unless a certified Taxpayer I.D. number (or such other information as the Fund has requested) has been provided.

ALTERNATIVE SALES ARRANGEMENTS

INITIAL SALES CHARGE ALTERNATIVE ON INVESTOR CLASS SHARES AND CLASS A SHARES

The sales charge on Investor Class and Class A shares of the Funds is a variable percentage of the public offering price depending upon the investment orientation of the Fund and the amount of the sale. There is no sales charge on purchases of shares in the MainStay Cash Reserves Fund or MainStay Money Market Fund.

<R>

The sales charge applicable to an investment in Investor Class and Class A shares of the MainStay Common Stock Fund, MainStay Convertible Fund, MainStay ICAP Equity Fund, MainStay ICAP Select Equity Fund, MainStay ICAP Global Fund, MainStay ICAP International Fund, MainStay Income Builder Fund, MainStay International Equity Fund, MainStay Large Cap Growth Fund, MainStay MAP Fund, MainStay Balanced Fund, MainStay Growth Equity Fund, MainStay U.S. Small Cap Fund, MainStay Conservative Allocation Fund, MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. All Cap Fund, MainStay Epoch U.S. Equity Fund, MainStay Growth Allocation Fund, MainStay Moderate Allocation Fund, MainStay Moderate Growth Allocation Fund, MainStay Retirement Funds and the MainStay 130/30 Funds will be determined according to the following table:

</R>

 

SALES CHARGE AS A PERCENTAGE OF:

SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:

AMOUNT OF PURCHASE

OFFERING PRICE

NET AMOUNT INVESTED

RETAINED BY DEALER

RETAINED BY THE DISTRIBUTOR

Less than $50,000

5.50%

5.82%

4.75%

0.75%

$50,000 to $99,999

4.50%

4.71%

4.00%

0.50%

$100,000 to $249,999

3.50%

3.63%

3.00%

0.50%

$250,000 to $499,999

2.50%

2.56%

2.00%

0.50%

$500,000 to $999,999

2.00%

2.04%

1.75%

0.25%

$1,000,000 or more*

None

None

See Below*

None

<R>

The sales charge applicable to an investment in Investor Class shares or Class A shares of the MainStay Flexible Bond Opportunities Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Corporate Bond Fund, MainStay High Yield Opportunities Fund and the MainStay Intermediate Term Bond Fund will be determined according to the following table:

</R>

 

SALES CHARGE AS A PERCENTAGE OF:

SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:

AMOUNT OF PURCHASE

OFFERING PRICE

NET AMOUNT INVESTED

RETAINED BY DEALER

RETAINED BY THE DISTRIBUTOR

Less than $100,000

4.50%

4.71%

4.00%

0.50%

$100,000 to $249,999

3.50%

3.63%

3.00%

0.50%

$250,000 to $499,999

2.50%

2.56%

2.00%

0.50%

$500,000 to $999,999

2.00%

2.04%

1.75%

0.25%

$1,000,000 or more*

None

None

See Below*

None

The sales charge for Investor Class shares or Class A shares of the MainStay Indexed Bond Fund, MainStay S&P 500 Index Fund and MainStay Short Term Bond Fund will be determined according to the following table:

 

SALES CHARGE AS A PERCENTAGE OF:

SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:

AMOUNT OF PURCHASE

OFFERING PRICE

NET AMOUNT INVESTED

RETAINED BY DEALER

RETAINED BY THE DISTRIBUTOR

Less than $100,000

3.00%

3.09%

2.75%

0.25%

$100,000 to $249,999

2.50%

2.56%

2.25%

0.25%

$250,000 to $499,999

2.00%

2.04%

1.75%

0.25%

$500,000 to $999,999

1.50%

1.52%

1.25%

0.25%

$1,000,000 or more*

None

None

See Below*

None

The sales charge for Investor Class or Class A shares of the MainStay Floating Rate Fund will be determined according to the following table:

 

<R>

SALES CHARGE AS A PERCENTAGE OF:

SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:

AMOUNT OF PURCHASE

OFFERING PRICE

NET AMOUNT INVESTED

RETAINED BY DEALER

RETAINED BY THE DISTRIBUTOR

Less than $100,000

3.00%

3.09%

2.75%

0.25%

$100,000 to $249,999

2.00%

2.04%

1.75%

0.25%

$250,000 to $499,999

1.50%

1.52%

1.25%

0.25%

$500,000 or more*

None

None

See Below*

None

</R> <R>

The sales charge for Investor Class or Class A shares of the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund will be determined according to the following table:

</R> <R>

 

</R> <R>

SALES CHARGE AS A PERCENTAGE OF:

SALES CHARGE AS A PERCENTAGE OF OFFERING PRICE:

AMOUNT OF PURCHASE

OFFERING PRICE

NET AMOUNT INVESTED

RETAINED BY DEALER

RETAINED BY THE DISTRIBUTOR

Less than $100,000

4.50%

4.71%

4.00%

0.50%

$100,000 to $249,999

3.50%

3.63%

3.00%

0.50%

$250,000 to $499,999

2.50%

2.56%

2.00%

0.50%

$500,000 or more *

None

None

See Below *

None

</R> <R>

*

No sales charge applies on investments of $1 million or more ($500,000 for the MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund), but a CDSC of 1% may be imposed on certain redemptions of such shares within one year of the date of purchase. See "Reduced Sales Charge on Investor Class and Class A Shares--Contingent Deferred Sales Charge, Investor Class and Class A."

</R> <R></R> <R>

Although an investor will not pay an initial sales charge on investments of $1,000,000 or more ($500,000 for the MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund), the Distributor may pay, from its own resources, a commission to dealers on such investments. See "Purchases at Net Asset Value" below for more information.

</R>

The Distributor may allow the full sales charge to be retained by dealers. The amount retained may be changed from time to time. The Distributor, at its expense, also may from time to time provide additional promotional incentives to dealers who sell Fund shares. A selected dealer who receives a reallowance in excess of 90% of such a sales charge may be deemed to be an "underwriter" under the 1933 Act.

<R>

The sales charge applicable to an investment in Investor Class or Class A shares of the MainStay Flexible Bond Opportunities Fund, MainStay Global High Income Fund, MainStay Government Fund, MainStay High Yield Corporate Bond Fund, MainStay Tax Free Bond Fund, and MainStay Intermediate Term Bond Fund will be 4.50% of the offering price per share (4.74% of the NAV per share, 4.72% in the case of the MainStay Intermediate Term Bond Fund). Set forth below are examples of the method of computing the offering price of the Class A shares of these Funds. The example assumes a purchase of Class A shares of the MainStay High Yield Corporate Bond Fund aggregating less than $100,000 at a price based upon the NAV of the Class A shares of the MainStay High Yield Corporate Bond Fund on October 31, 2010. The offering price of shares of each of the other listed Funds can be calculated using the same method. Investor Class shares were first offered to the public on February 28, 2008. The method for computing the offering price of the Investor Class shares is the same as that shown for Class A shares.

</R>

 

<R>

NAV per Class A Share at October 31, 2010

$

5.92

 

Per Share Sales Charge - 4.50% of offering price (4.73% of NAV per share)

$

0.28

 

Class A Per Share Offering Price to the Public

$

6.20

 
</R>

The sales charge applicable to an investment in Investor Class or Class A shares of the MainStay Common Stock Fund, MainStay Convertible Fund, MainStay Income Builder Fund, MainStay International Equity Fund, MainStay MAP Fund, MainStay Epoch U.S. All Cap Fund, MainStay Balanced Fund, MainStay Growth Equity Fund, MainStay High Yield Opportunities Fund, MainStay U.S. Small Cap Fund and the MainStay 130/30 Funds will be 5.50% of the offering price per share (5.81% of NAV per share in the case of the Funds of the MainStay Funds, and 5.83% of NAV per share in the case of Funds of Eclipse Trust, Eclipse Funds Inc. and MainStay Funds Trust).

<R>

Set forth below is an example of the method of computing the offering price of the Class A shares of the Funds. The example assumes a purchase of Class A shares of the MainStay Growth Equity Fund aggregating less than $50,000 at a price based upon the NAV of Class A shares of the MainStay Growth Equity Fund on October 31, 2010. The offering price of the Class A shares of each of the other listed Funds can be calculated using the same method. Investor Class shares were first offered to the public on February 28, 2008. The method for computing the offering price of the Investor Class shares is the same as that shown for Class A shares.

</R>

 

<R>

NAV per Class A Share at October 31, 2010

$

10.44

 

Per Share Sales Charge - 5.50% of offering price (5.84% of NAV per share)

$

0.61

 

Class A Per Share Offering Price to the Public

$

11.05

 
</R> <R>

The sales charge applicable to an investment in Investor Class or Class A shares of the MainStay Indexed Bond Fund, MainStay S&P 500 Index Fund and MainStay Short Term Bond Fund will be 3.00% of the offering price per share (3.11% of the NAV per share). Set forth below is an example of the method of computing the offering price of Class A shares of the Funds. The example assumes a purchase of Class A shares of the MainStay S&P 500 Index Fund aggregating less than $100,000 subject to the schedule of sales charges set forth above at a price based upon the NAV of Class A shares of the MainStay S&P 500 Index Fund on October 31, 2010. The offering price of shares of the MainStay Indexed Bond Fund and MainStay Short Term Bond Fund can be calculated using the same method. The method for computing the offering price of the Investor Class shares is the same as that shown for Class A shares.

</R>

 

<R>

NAV per Class A Share at October 31, 2010

$

27.34

 

Per Share Sales Charge - 3.00% of offering price (3.11% of NAV per share)

$

0.85

 

Class A Per Share Offering Price to the Public

$

28.19

 
</R> <R>

The sales charge applicable to an investment in Investor Class or Class A shares of the MainStay Asset Allocation Funds and MainStay Retirement Funds will be 5.50% of the offering price per share (5.80% of NAV per share). Set forth below is an example of the method of computing the offering price of the Class A shares of the Funds. The example assumes a purchase of Class A shares of the MainStay Growth Allocation Fund aggregating less than $50,000 at a price based upon the NAV of Class A shares of the MainStay Growth Allocation Fund on October 31, 2010. The offering price of the Class A shares of each of the MainStay Asset Allocation Funds can be calculated using the same method. Investor Class shares were first offered to the public on February 28, 2008. The method for computing the offering price of the Investor Class shares is the same as that shown for Class A shares.

</R>

 

<R>

NAV per Class A Share at October 31, 2010

$

10.22

 

Per Share Sales Charge - 5.50% of offering price (5.77% of NAV per share)

$

0.59

 

Class A Per Share Offering Price to the Public

$

10.81

 
</R>

PURCHASES AT NET ASSET VALUE

<R>

Purchases of Investor Class shares or Class A shares in an amount equal to $1 million or more ($500,000 for the MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund) will not be subject to an initial sales charge, but may be subject to a CDSC of 1% on shares redeemed within one year of the date of purchase. See "Reduced Sales Charges on Investor Class and Class A Shares-Contingent Deferred Sales Charge, Investor Class and Class A Shares."

</R> <R>

A Fund's Class A shares may be purchased at NAV, without payment of any sales charge, by its current and former Board Members; New York Life and its subsidiaries and their employees, officers, directors, or agents or former employees (and immediate family members); individuals and other types of accounts purchasing through certain "wrap fee" or other programs sponsored by a financial intermediary firm (such as a broker/dealer, investment advisor or financial institution having a contractual relationship with New York Life Investments); employees (and immediate family members) of Epoch, ICAP, MacKay Shields, Madison Square Investors, Markston, McMorgan & Company LLC and Winslow Capital; respectively. Also, any employee or registered representative of an authorized broker/dealer (and immediate family members) and any employee of BFDS that is assigned to the Fund may purchase a Fund's shares at NAV without payment of any sales charge. Class I shares of the Funds are sold at NAV to the Scholar'sEdge 529 Plan.

</R> <R>

In addition, Investor Class share purchases and Class A share purchases of Funds in an amount less than $1,000,000 by defined contribution plans, other than 403(b)(7) plans, that are sponsored by employers with 50 or more employees are treated as if such purchases were equal to an amount more than $1,000,000 but less than $2,999,999. Such purchases by defined contribution plans may be subject to a CDSC of 1% on shares redeemed within one year of the date of purchase. See "Reduced Sales Charges on Investor Class and Class A Shares-Contingent Deferred Sales Charge, Investor Class and Class A."

</R> <R>

Class A shares of the Funds also may be purchased at NAV, without payment of any sales charge, by shareholders (i)who owned Service Class shares of a series of the Eclipse Trust or certain series of MainStay Funds Trust, as of December 31, 2003; (ii) who owned Class P shares of the Epoch Funds as of the closing date of the Reorganization; or (iii) if purchased through financial services firms such as broker/dealers, investment advisers and other financial institutions that have entered into an agreement with the Funds or the Distributor that provides for the sale and/or servicing of Fund shares in respect of beneficial owners that are clients of the financial services firms or intermediaries contracting with such firms. Sales and/or servicing agreements with third parties also have been established on behalf of Class B and Class C shares. The Funds, the Distributor, MainStay Investments or affiliates may pay fees to such firms and/or intermediaries in connection with these arrangements on behalf of Class A, B and/or C shares. Investor Class shares and Class A shares of the Funds also may be purchased at NAV, without payment of any sales charge, if purchased through financial services firms such as broker/dealers, investment advisers and other financial institutions that have entered into an agreement with the Funds or the Distributor that provides for the sale and/or servicing of Fund shares in respect of beneficial owners that are clients of the financial services firms or intermediaries contracting with such firms. Sales and/or servicing agreements with third parties also have been established on behalf of other classes of shares. The Funds, the Distributor, the Transfer Agent or affiliates may pay fees to such firms and/or intermediaries in connection with these arrangements on behalf of Class A, B and/or C shares.

</R> <R>

Class I shares of the Funds are sold at NAV. Class I shares may be purchased by (i) existing Class I shareholders (additional purchases of Class I shares may not be available through certain financial intermediary firms, investment platforms or certain types of investment accounts that do not offer Class I shares for initial or subsequent purchases; shareholders should confirm with their financial intermediary before investing); (ii) individuals investing directly with NYLIM Service Company at least $5 million in a Fund; (iii) institutional investors; and (iv) existing Board Members. For purposes of Class I share eligibility, the term "institutional investors" includes, but is not limited to: (i) individuals purchasing through certain "wrap fee" or other programs sponsored by a financial intermediary firm (such as a broker/dealer, investment adviser or financial institution) with a contractual arrangement with NYLIFE Distributors LLC or its affiliates; (ii) investors purchasing through certain non-broker/dealer, registered investment advisory firms; (iii) certain employer-sponsored, association or other group retirement or employee benefit plans or trusts having a service arrangement with New York Life Investments Retirement Plan Services, the Distributor, or their affiliates; (iv) certain financial institutions, endowments, foundations or corporations having a service arrangement with the Distributor or its affiliates; (v) certain investment advisers, dealers or registered investment companies (including the MainStay Asset Allocation Funds) purchasing for their own account or for the account of other institutional investors; (vi) investors who held separately managed institutional accounts with Epoch Investment Partners, Inc. that transition their assets from those separately managed institutional accounts to a MainStay mutual fund account.

</R> <R>

Although an investor will not pay a front-end sales charge on Investor Class shares, Class I shares or on Class A share investments of $1,000,000 or more ($500,000 for the MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund), the Distributor may pay, from its own resources, a fee payment to dealers on such investments. The Distributor, from its own resources, may pay a fee based on the value of Class I shares of certain Funds, at the time of sale and/or annually on Class I shares held, to dealers with which the Distributor has a sales or service arrangement. With respect to Class A share investments of $1,000,000 or more in certain Funds, other than the MainStay Cash Reserves Fund and MainStay Money Market Fund, the dealer may receive a commission of up to 1.00% on the portion of a sale from $1,000,000 to $2,999,999, up to 0.50% of any portion from $3,000,000 to $4,999,999 and up to 0.40% on any portion of $5,000,000 or more. With respect to Class A share investments of $1,000,000 or more in the MainStay Indexed Bond Fund, MainStay S&P 500 Index Fund and MainStay Short Term Bond Fund, the dealer may receive a commission of up to 0.50% on the portion of a sale from $1,000,000 to $2,999,999, up to 0.25% of any portion from $3,000,000 to $4,999,999 and up to 0.20% on any portion of $5,000,000 or more. Commissions will be calculated on a calendar year basis. Such commissions will be paid only on those purchases that were not previously subject to a front-end sales charge and dealer concession.

</R>

REDUCED SALES CHARGES ON INVESTOR CLASS AND CLASS A SHARES

RIGHT OF ACCUMULATION

<R>

Under a Right of Accumulation, purchases of one or more Funds by a "Qualified Purchaser" will be aggregated for purposes of computing the sales charge. "Qualified Purchaser" includes (i) an individual and his/her spouse and their children under the age of 21; and (ii) any other organized group of persons, whether incorporated or not, which is itself a shareholder of the Fund, including group retirement and benefit plans (other than individual retirement account ("IRA") plans) whether incorporated or not, provided the organization has been in existence for at least six months and has some purpose other than the purchase at a discount of redeemable securities of a registered investment company.

</R> <R></R>

SPECIAL INCENTIVE COMPENSATION ARRANGEMENTS

The Distributor may enter into special incentive compensation arrangements with dealers that have sold a minimum dollar amount of fund shares. Such incentives may take the form of administrative expenses, including ticket charges. None of these payments will change the price an investor pays for shares. In its sole discretion, the Distributor may discontinue these arrangements at any time.

LETTER OF INTENT ("LOI")

<R>

Qualified Purchasers may obtain reduced sales charges by signing an LOI. The LOI is a non-binding obligation on the Qualified Purchaser to purchase the full amount indicated in the LOI. The sales charge is based on the total amount to be invested during a 24-month period. For more information, call your registered representative or MainStay at 800-MAINSTAY (624-6782) .

</R> <R>

On the initial purchase, if required (or, on subsequent purchases if necessary), 5.00% of the dollar amount specified in the LOI will be held in escrow by NYLIM Service Company in shares registered in the shareholder's name in order to assure payment of the proper sales charge. If total purchases pursuant to the LOI (less any dispositions and exclusive of any distribution on such shares automatically reinvested) are less than the amount specified, NYLIM Service Company will notify the shareholder prior to the expiration of the LOI that the total purchases toward the LOI were not met and will state the amount that needs to be invested in order to meet the dollar amount specified by the LOI. If not remitted within 20 days after the written request, NYLIM Service Company will redeem shares purchased to adjust the share balance to reflect the correct sales charge for each purchase based on the total amount invested during the LOI period.

</R>

Please note that you may not use a LOI to avoid being subject to the investment minimums of any class of shares.

CONTINGENT DEFERRED SALES CHARGE, INVESTOR CLASS AND CLASS A SHARES

<R>

In order to recover commissions paid to dealers on qualified investments of $1 million or more ($500,000 for the MainStay Floating Rate Fund, MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund), a CDSC of 1% may be imposed on redemptions of such investments made within one year of the date of purchase. Purchases of Investor Class and Class A shares at NAV through financial services firms or by certain persons that are affiliated with or have a relationship with New York Life or its affiliates (as described above) will not be subject to a CDSC.

</R> <R>

Investor Class and Class A shares that are redeemed will not be subject to a CDSC to the extent that the value of such shares represents: (i) capital appreciation of Fund assets; (ii) reinvestment of dividends or capital gains distributions; or (iii) Investor Class and Class A shares redeemed more than one year after their purchase. The CDSC on subject Investor Class and Class A shares may be waived for: (i) withdrawals from qualified retirement plans and nonqualified deferred compensation plans resulting from separation of service, loans, hardship withdrawals, Qualified Domestic Relations Orders ("QDROs") and required excess contribution returns pursuant to applicable IRS rules; and Required Minimum Distributions (based on MainStay holdings only) at age 70½ for IRA and 403(b)(7) TSA participants; (ii) withdrawals related to the termination of a retirement plan where no successor plan has been established; (iii) transfers within a retirement plan where the proceeds of the redemption are invested in any guaranteed investment contract written by New York Life or any of its affiliates, transfers to products offered within a retirement plan which uses NYLIM Service Company or an affiliate as the recordkeeper; as well as participant transfers or rollovers from a retirement plan to a MainStay IRA; (iv) required distributions by charitable trusts under Section 664 of the Internal Revenue Code; (v) redemptions following the death of the shareholder or the beneficiary of a living revocable trust or within one year following the disability of a shareholder occurring subsequent to the purchase of shares; (vi) redemptions under the Systematic Withdrawal Plan used to pay scheduled monthly premiums on insurance policies issued by New York Life or an affiliate; (vii) continuing, periodic monthly or quarterly withdrawals within one year of the date of the initial purchase, under the Systematic Withdrawal Plan, up to an annual total of 10% of the value of a shareholder's Investor Class or Class A shares in a Fund; (viii) redemptions by New York Life or any of its affiliates or by accounts managed by New York Life or any of its affiliates; (ix) redemptions effected by registered investment companies by virtue of transactions with a Fund; (x) redemptions by shareholders of shares purchased with the proceeds of a settlement payment made in connection with the liquidation and dissolution of a limited partnership sponsored by New York Life or one of its affiliates; and (xi) continuing, periodic monthly or quarterly withdrawals, under the Systematic Withdrawal Plan for IRA and 403(b)(7) TSA participants for normal distributions based on their life expectancy. The CDSC may be waived on other sales or redemptions to promote goodwill and/or because the sales effort, if any, involved in making such sales is negligible. Investor Class or Class A shares of a Fund that are purchased without an initial front-end sales charge may be exchanged for Investor Class or Class A shares of another MainStay Fund without the imposition of a CDSC, although, upon redemption, CDSCs may apply to the Investor Class or Class A shares that were acquired through an exchange if such shares are redeemed within one year of the date of the initial purchase.

</R> <R>

The CDSC will be applicable to amounts invested pursuant to a right of accumulation or an LOI to the extent that (a) an initial front-end sales charge was not paid at the time of the purchase and (b) any shares so purchased are redeemed within one year of the date of purchase.

</R> <R>

For federal income tax purposes, the amount of the CDSC generally will reduce the gain or increase the loss, as the case may be, recognized upon redemption.

</R>

CONTINGENT DEFERRED SALES CHARGE, CLASS B SHARES

<R>

A CDSC will be imposed on redemptions of Class B shares of the Funds, in accordance with the table below, at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class B account in any Fund to an amount which is lower than the amount of all payments by the shareholder for the purchase of Class B shares in that Fund during the preceding six years. However, no such charge will be imposed to the extent that the aggregate NAV of the Class B shares redeemed does not exceed (1) the current aggregate NAV of Class B shares of that Fund purchased more than six years prior to the redemption, plus (2) the current aggregate NAV of Class B shares of that Fund purchased through reinvestment of dividends or distributions, plus (3) increases in the NAV of the investor's Class B shares of that Fund above the total amount of payments for the purchase of Class B shares of that Fund made during the preceding six years. Please see "Exchange Privileges" below for additional information on CDSC.

</R> <R>

Proceeds from the CDSC are paid to, and are used in whole or in part by, the Distributor to defray its expenses of providing distribution related services to the Funds in connection with the sale of the Class B shares, such as the payment of compensation to selected dealers and agents. The combination of the CDSC and the distribution fee facilitates the ability of the Fund to sell the Class B shares without a sales charge being deducted at the time of purchase.

</R> <R>

The amount of the CDSC, if any, paid by a redeeming shareholder will vary depending on the number of years from the time of payment for the purchase of Class B shares of any Fund (other than the MainStay Money Market Fund) until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of payment for the purchase of shares, all payments during a month will be aggregated and deemed to have been made on the first day of the month.

</R> <R>

The following table sets forth the rates of the CDSC for all Funds except the MainStay Floating Rate Fund:

</R>

 

<R>

YEAR SINCE
PURCHASE PAYMENT MADE

CDSC AS A PERCENTAGE
OF AMOUNT REDEEMED
SUBJECT TO THE CHARGE

First

5.00%

Second

4.00%

Third

3.00%

Fourth

2.00%

Fifth

2.00%

Sixth

1.00%

Thereafter

None

</R> <R>

The following table sets forth the rates of the CDSC for the MainStay Floating Rate Fund:

</R>

 

<R>

YEAR SINCE
PURCHASE PAYMENT MADE

CDSC AS A PERCENTAGE OF AMOUNT
REDEEMED SUBJECT TO THE CHARGE

First

3.00%

Second

2.00%

Third

2.00%

Fourth

1.00%

Thereafter

None

</R> <R>

In determining the rate of any applicable CDSC, it will be assumed that a redemption is made of shares held by the shareholder for the longest period of time. This will result in any such charge being imposed at the lowest possible rate.

</R> <R>

The CDSC will be waived in connection with the following redemptions: (i) withdrawals from qualified retirement plans and nonqualified deferred compensation plans resulting from separation of service, loans, hardship withdrawals, QDROs and required excess contribution returns pursuant to applicable IRS rules; and Required Minimum Distributions (based on MainStay holdings only) at age 70½ for IRA and 403(b)(7) TSA participants; (ii) withdrawals related to the termination of a retirement plan where no successor plan has been established; (iii) transfers within a retirement plan where the proceeds of the redemption are invested in any guaranteed investment contract written by New York Life or any of its affiliates, transfers to products offered within a retirement plan which uses NYLIM Service Company LLC as the recordkeeper; as well as participant transfers or rollovers from a retirement plan to a MainStay IRA; (iv) required distributions by charitable trusts under Section 664 of the Internal Revenue Code; (v) redemptions following the death of the shareholder or the beneficiary of a living revocable trust or within one year following the disability of a shareholder occurring subsequent to the purchase of shares; (vi) redemptions under the Systematic Withdrawal Plan used to pay scheduled monthly premiums on insurance policies issued by New York Life or an affiliate; (vii) continuing, periodic monthly or quarterly withdrawals, under the Systematic Withdrawal Plan, up to an annual total of 10% of the value of a shareholder's Class B shares in a Fund; (viii) redemptions by New York Life or any of its affiliates or by accounts managed by New York Life or any of its affiliates; (ix) redemptions effected by registered investment companies by virtue of transactions with a Fund; (x) redemptions by shareholders of shares purchased with the proceeds of a settlement payment made in connection with the liquidation and dissolution of a limited partnership sponsored by New York Life or one of its affiliates; and (xi) continuing, periodic monthly or quarterly withdrawals, under the Systematic Withdrawal Plan for IRA and 403(b)(7) TSA participants for normal distributions based on their life expectancy. The CDSC is waived on such sales or redemptions to promote goodwill and because the sales effort, if any, involved in making such sales is negligible.

</R>

ADDITIONAL CDSC WAIVERS APPLICABLE TO ACCOUNTS ESTABLISHED BEFORE JANUARY 1, 1998. In addition to the categories outlined above, the CDSC will be waived in connection with the following redemptions of Class B shares by accounts established before January 1, 1998: (1) withdrawals from IRS qualified and nonqualified retirement plans, individual retirement accounts, tax sheltered accounts, and deferred compensation plans, where such withdrawals are permitted under the terms of the plan or account ( e.g. , attainment of age 59½, separation from service, death, disability, loans, hardships, withdrawals of required excess contribution returns pursuant to applicable IRS rules, withdrawals based on life expectancy under applicable IRS rules); (2) preretirement transfers or rollovers within a retirement plan where the proceeds of the redemption are invested in proprietary products offered or distributed by New York Life or its affiliates; (3) living revocable trusts on the death of the beneficiary; (4) redemptions made within one year following the death or disability or a shareholder; (5) redemptions by directors, Trustees, officers and employees (and immediate family members) of Eclipse Trust and of New York Life and its affiliates where no commissions have been paid; (6) redemptions by employees of any dealer that has a soliciting dealer agreement with the Distributor, and by any trust, pension, profit-sharing or benefit plan for the benefit of such persons where no commissions have been paid; (7) redemptions by tax-exempt employee benefit plans resulting from the adoption or promulgation of any law or regulation; (8) redemptions by any state, country or city, or any instrumentality, department, authority or agency thereof and by trust companies and bank trust departments; and (9) transfers to other funding vehicles sponsored or distributed by New York Life or an affiliated company.

<R>

Shareholders should notify the Transfer Agent at the time of requesting such redemptions that they are eligible for a waiver of the CDSC. Class B shares upon which the CDSC may be waived may not be resold, except to Eclipse Trust. Shareholders who are making withdrawals from retirement plans and accounts or other tax-sheltered or tax-deferred accounts should consult their tax advisors regarding the tax consequences of such withdrawals.

</R>

CONTINGENT DEFERRED SALES CHARGE, CLASS C SHARES

<R>

A CDSC of 1.00% of the NAV of Class C shares will be imposed on redemptions of Class C shares of the Funds at the time of any redemption by a shareholder that reduces the current value of the shareholder's Class C account in any Fund to an amount that is lower than the amount of all payments by the shareholder for the purchase of Class C shares in that Fund during the preceding one year.

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Class C shares that are redeemed will not be subject to a CDSC to the extent that the value of such shares represents: (i) capital appreciation of Fund assets; (ii) reinvestment of dividends or capital gains distributions; or (iii) Class C shares redeemed more than one year after their purchase. The CDSC on subject Class C shares may be waived for: (i) withdrawals from qualified retirement plans and nonqualified deferred compensation plans resulting from separation of service, loans, hardship withdrawals, QDROs and required excess contribution returns pursuant to applicable IRS rules; and Required Minimum Distributions at age 70½ for IRA and 403(b)(7) TSA participants; (ii) withdrawals related to the termination of a retirement plan where no successor plan has been established; (iii) transfers within a retirement plan where the proceeds of the redemption are invested in any guaranteed investment contract written by New York Life or any of its affiliates, transfers to products offered within a retirement plan which uses NYLIM Service Company LLC or an affiliate as the recordkeeper; as well as participant transfers or rollovers from a retirement plan to a MainStay IRA; (iv) required distributions by charitable trusts under Section 664 of the Internal Revenue Code; (v) redemptions following the death of the shareholder or the beneficiary of a living revocable trust or within one year following the disability of a shareholder occurring subsequent to the purchase of shares; (vi) redemptions under the Systematic Withdrawal Plan used to pay scheduled monthly premiums on insurance policies issued by New York Life or an affiliate; (vii) continuing, periodic monthly or quarterly withdrawals within one year of the date of the initial purchase, under the Systematic Withdrawal Plan, up to an annual total of 10% of the value of a shareholder's Class C shares in a Fund; (viii) redemptions by New York Life or any of its affiliates or by accounts managed by New York Life or any of its affiliates; (ix) redemptions effected by registered investment companies by virtue of transactions with a Fund; (x) redemptions by shareholders of shares purchased with the proceeds of a settlement payment made in connection with the liquidation and dissolution of a limited partnership sponsored by New York Life or one of its affiliates; and (xi) continuing, periodic monthly or quarterly withdrawals, under the Systematic Withdrawal Plan for IRA and 403(b)(7) TSA participants for normal distributions based on their life expectancy. The CDSC may be waived on other sales or redemptions to promote goodwill and/or because the sales effort, if any, involved in making such sales is negligible. Class C shares of a Fund may be exchanged for Class C shares of another MainStay Fund without the imposition of a CDSC, although, upon redemption, CDSC may apply to the Class C shares that were acquired through an exchange if such shares are redeemed within one year of the date of the initial purchase.

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Proceeds from the CDSC are paid to, and are used in whole or in part by, the Distributor to defray its expenses related to providing distribution related services to the Funds in connection with the sale of the Class C shares, such as the payment of compensation to selected dealers and agents. The combination of the CDSC and the distribution fee facilitates the ability of the Fund to sell the Class C shares without a sales charge being deducted at the time of purchase.

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PURCHASES AND REDEMPTIONS – ADDITIONAL INFORMATION

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Shares may be redeemed directly from a Fund or through your registered representative. Shares redeemed will be valued at the NAV per share next determined after NYLIM Service Company receives the redemption request in "good order." "Good order" with respect to a redemption request generally means that for certificated shares, a stock power or certificate must be endorsed, and for uncertificated shares a letter must be signed, by the record owner(s) exactly as the shares are registered, and the signature(s) must be guaranteed by a Medallion Signature Guarantee. In cases where redemption is requested by a corporation, partnership, trust, fiduciary or any other person other than the record owner, written evidence of authority acceptable to NYLIM Service Company must be submitted before the redemption request will be accepted. The requirement for a medallion signature guaranteed letter may be waived on a redemption of $100,000 or less that is payable to the shareholder(s) of record and mailed to the address of record, or under such other circumstances as Funds may allow. Send your written request to The MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401.

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Upon the redemption of shares the redeeming Fund will make payment in cash, except as described below, of the NAV of the shares next determined after such redemption request was received, less any applicable CDSC.

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In times when the volume of telephone redemptions is heavy, additional phone lines will be added by NYLIM Service Company. However, in times of very large economic or market changes, redemptions may be difficult to implement by telephone. When calling NYLIM Service Company to make a telephone redemption, shareholders should have available their account number and Social Security or Taxpayer I.D. number available.

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The value of the shares redeemed from a Fund may be more or less than the shareholder's cost, depending on portfolio performance during the period the shareholder owned the shares.

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Purchases and redemptions for each class of shares are discussed in the Prospectuses under the heading "Shareholder Guide," and that information is incorporated herein by reference.

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Certain clients of the Manager and the Subadvisors may purchase shares of a Fund with liquid assets with a value which is readily ascertainable (and not established only by valuation procedures) as evidenced by a listing on a bona fide domestic or foreign exchange and which would be eligible for purchase by the Fund (consistent with such Fund's investment policies and restrictions). These transactions will be effected only if the Fund's Manager or Subadvisor intends to retain the security in the Fund as an investment. Assets so purchased by a Fund will be valued in generally the same manner as they would be valued for purposes of pricing the Fund's shares, if such assets were included in the Fund's assets at the time of the purchase. The Fund reserves the right to amend or terminate this practice at any time.

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The NAV per share of each Fund is determined on each day the New York Stock Exchange is open for trading. Shares of each Fund are redeemable at NAV, at the option of the Fund's shareholders.

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MainStay Group of Funds and the Distributor reserve the right to redeem shares of any shareholder who has failed to provide the Funds with a certified Taxpayer I.D. number or such other tax-related certifications as the Funds may require. A notice of redemption, sent by first class mail to the shareholder's address of record, will fix a date not less than 30 days after the mailing date, and shares will be redeemed at the NAV determined as of the close of business on that date unless a certified Taxpayer I.D. number (or such other information as the Funds have requested) has been provided.

Certain of the Funds have entered into a committed line of credit with The Bank of New York Mellon as agent, and various other lenders from whom a Fund may borrow up to 5% of its net assets in order to honor redemptions. The credit facility is expected to be utilized in periods when the Funds experience unusually large redemption requests. A mutual fund is considered to be using leverage whenever it borrows an amount more than 5% of its assets. None of the Funds intend to borrow for the purpose of purchasing securities using the credit facility or any other source of borrowed funds.

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SYSTEMATIC WITHDRAWAL PLAN

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NYLIM Service Company acts as agent for the shareholder in redeeming sufficient full and fractional shares to provide the amount of the systematic withdrawal payment and any CDSC, if applicable. See the Prospectus for more information.

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PURCHASES IN-KIND

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Investors, including certain clients of the Manager and the Subadvisor, may purchase shares of a Fund with securities that are eligible for purchase by that Fund in accordance with the Funds' in-kind purchase procedures, subject to the approval of the Manager and Subadvisor, if applicable. These transactions will be effected only if the Manager and Subadvisor, if applicable, determine that the securities are appropriate, in type and amount, for investment by the Fund in light of the Fund's investment objectives and policies - as well as the Fund's current holdings - and solely at the discretion of the Manager and Subadvisor, if applicable. Securities received by a Fund in connection with an in-kind purchase will be valued in accordance with the Fund's valuation procedures as of the time of the next-determined NAV per share of the Fund following receipt in good form of the order. In situations where the purchase is made by an affiliate of the Fund with securities received by the affiliate through a redemption in-kind from another MainStay Fund, the redemption in-kind and purchase in-kind must be effected simultaneously, the Fund and the redeeming MainStay Fund must have the same procedures for determining their NAVs, and the Fund and the redeeming MainStay Fund must ascribe the same value to the securities. With respect to in-kind purchases by unaffiliated clients of the Manager through accounts separately managed by the Manager that are not subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), the purchase request must be in writing and the purchase be made in accordance with Rule 17a-7 under the 1940 Act, except for that rule's requirement that purchases must be made for no consideration other than cash. Purchases made by affiliates of the Fund or the Manager through accounts separately managed by the Manager that are not subject to ERISA must meet additional standards. Among other requirements, such transactions must comply with Rule 17a-7 under the 1940 Act, the redemption must be effected simultaneously with the purchase, the redeeming account and the Fund must have the same procedures for determining their NAVs (or the Fund's procedures must be used), the Manager must bear all the costs associated with the in-kind purchase, and the in-kind purchase must be completed prior to the time in which the Fund first offers shares to the public. With respect to purchases by investors that are not affiliates of the Fund and do not seek to make the purchase through an account separately managed by the Manager, the securities must have a value that is readily ascertainable as evidenced, for example, by a listing on a bona fide domestic or foreign exchange. The investor must call 800-MAINSTAY (624-6782) before attempting to purchase shares in-kind. The Funds reserve the right to amend or terminate this practice at any time.

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REDEMPTIONS IN-KIND

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The Funds have agreed to redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for any one shareholder. The Funds reserve the right to pay other redemptions, either total or partial, by a distribution in-kind of securities (instead of cash) from the applicable Fund's portfolio. The securities distributed in such a distribution would be valued at the same value as that assigned to them in calculating the NAV of the shares being redeemed. If a shareholder receives a distribution in-kind, he or she should expect to incur transaction costs when he or she converts the securities to cash.

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SUSPENSION OF REDEMPTIONS

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The MainStay Group of Funds may suspend the right of redemption of shares of any Fund and may postpone payment for any period: (1) during which the New York Stock Exchange is closed other than customary weekend and holiday closings or during which trading on the New York Stock Exchange is restricted; (2) when the SEC determines that a state of emergency exists that may make payment or transfer not reasonably practicable; (3) as the SEC may by order permit for the protection of the security holders of the MainStay Group of Funds; or (4) at any other time when the MainStay Group of Funds may, under applicable laws and regulations, suspend payment on the redemption or repurchase of its shares. Under current federal rules, a Money Market Fund may suspend redemptions and irrevocably liquidate in the event that the Fund's Board, including a majority of the Independent Trustees, determines, pursuant to Rule 2a-7, that the extent of the deviation between the Fund's amortized cost price per share and its current NAV per share calculated using available market quotations (or an appropriate substitute that reflects current market conditions) may result in material dilution or other unfair results to shareholders.

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EXCHANGE PRIVILEGES

INVESTORS SHOULD READ THE PROSPECTUS CAREFULLY BEFORE THEY PLACE AN EXCHANGE REQUEST.

Exchanges will be based upon each Fund's NAV per share next determined following receipt of a properly executed exchange request.

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Subject to the conditions and limitations described herein, Investor Class, Class A, Class B, Class C, Class I, Class R1, Class R2 and Class R3 shares of a Fund may be exchanged for shares of an identical class, if offered, of any series of any other open-end investment company sponsored, advised or administered by New York Life Investments, or any affiliate thereof, registered for sale in the state of residence of the investor or where an exemption from registration is available and only with respect to Funds that are available for sale to new investors. All exchanges are subject to a minimum investment requirement and a minimum balance requirement. An exchange may be made by either of the following methods: (1) writing the Tranfer Agent via regular mail at The MainStay Funds, P.O. Box 8401, Boston, Massachusetts 02266-8401; (2) writing the Transfer Agent via overnight mail at The MainStay Funds c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, Massachusetts 02021-2809; (3) calling the Transfer Agent at 800-MAINSTAY (624-6782) (8:00 am to 6:00 pm Eastern time); or (4) by accessing your account via mainstayinvestments.com .

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Generally, shareholders may exchange their Investor Class shares or Class A shares of a Fund for Investor Class shares or Class A shares of any other MainStay Fund, without the imposition of a sales charge. Any such exchanges will be based upon each Fund's NAV per share next determined following receipt of a properly executed exchange request. However, where a shareholder seeks to exchange Investor Class shares or Class A shares of the MainStay Money Market Fund for Investor Class shares or Class A shares of another MainStay Fund that are subject to a front-end sales charge, the applicable sales charge will be imposed on the exchange unless the shareholder has previously paid a sales charge with respect to such shares.

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Shares of a Fund that are subject to a CDSC may be exchanged for the same class of shares of another MainStay Fund at the NAV next determined following receipt of a properly executed exchange request, without the payment of a CDSC; the sales charge will be assessed, if applicable, when the shareholder redeems his or her shares without a corresponding purchase of shares of another MainStay Fund. For purposes of determining the length of time a shareholder owned shares prior to redemption or repurchase in order to determine the applicable CDSC, if any, shares will be deemed to have been held from the date of original purchase of the shares (except as described below) and the applicable CDSC will be assessed when the shares are redeemed. However, if shares of a Fund that are subject to a CDSC are exchanged into shares of the MainStay Money Market Fund, the holding period for purposes of determining the CDSC (and conversion into Investor Class shares or Class A shares with respect to Class B shares, as described below under "Conversion Privileges") stops until the shares are exchanged back into shares of another MainStay Fund that are subject to a CDSC. This means that exchanging shares that are subject to a CDSC into shares of the MainStay Money Market Fund extends the holding period for purposes of determining the CDSC (and conversion into Investor Class shares or Class A shares with respect to Class B shares, as described below under "Conversion Privileges") for the amount of time that you hold those shares of the MainStay Money Market Fund.

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If a shareholder exchanges shares of a MainStay Fund subject to a CDSC for shares of the MainStay Money Market Fund and then redeems those shares, the CDSC will be assessed when the shares are redeemed even though the MainStay Money Market Fund does not otherwise assess a CDSC on redemptions. Shares of a Fund acquired as a result of subsequent investments, except reinvested dividends and distributions, may be subject to the CDSC when ultimately redeemed without purchasing shares of another MainStay Fund.

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In times when the volume of telephone exchanges is heavy, additional phone lines will be added by NYLIM Service Company. However, in times of very large economic or market changes, the telephone exchange privilege may be difficult to implement. When calling NYLIM Service Company to make a telephone exchange, shareholders should have their account number and Social Security or Taxpayer I.D. number available. Under the telephone exchange privilege, shares may only be exchanged among accounts with identical names, addresses and Social Security or Taxpayer I.D. number. Shares may be transferred among accounts with different names, addresses and Social Security or Taxpayer I.D. number only if the exchange request is in writing and is received in "good order." If the dealer permits, the dealer representative of record may initiate telephone exchanges on behalf of a shareholder, unless the shareholder notifies the Fund in writing not to permit such exchanges. There will be no exchanges during any period in which the right of exchange is suspended or date of payment is postponed because the New York Stock Exchange is closed or trading on the New York Stock Exchange is restricted or the SEC deems an emergency to exist.

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For federal income tax purposes, an exchange is treated as a sale on which an investor may realize a gain or loss. See "Tax Information" for information concerning the federal income tax treatment of a disposition of shares.

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The exchange privilege may be modified or withdrawn at any time upon prior notice.

REDEMPTION BY CHECK

The MainStay Money Market Fund and State Street each reserve the right at any time to suspend the procedure permitting redemption by check and intend to do so in the event that federal legislation or regulations impose reserve requirements or other restrictions deemed by the Board Members to be adverse to the interest of other shareholders of the MainStay Money Market Fund. Shareholders who arrange to have checkwriting privileges will be subject to the rules and regulations of State Street pertaining to this checkwriting privilege as amended from time to time. The applicable rules and regulations will be made available by State Street upon request when a shareholder establishes checkwriting privileges.

CONVERSION PRIVILEGES

AUTOMATIC CONVERSIONS BETWEEN SHARE CLASSES OF THE SAME FUND

A shareholder's Investor Class, Class A and Class B shares may be subject to automatic conversions between share classes as described below.

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Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If at that time the value of a shareholder's Investor Class shares in any one Fund equals or exceeds the applicable minimum as stated in each Fund's Prospectus, whether by shareholder action or change in market value, or if the shareholder has otherwise become eligible to invest in Class A shares, the shareholder's Investor Class shares of that Fund will be automatically converted into Class A shares. Please note that, in most cases, shareholders may not aggregate their holdings of Investor Class shares in multiple Funds/accounts or rely on a Right of Accumulation or Letter of Intent (discussed above) in order to qualify for this conversion feature. Please also note that if a shareholder's account balance falls below the applicable minimum as stated in a Fund's Prospectus, whether by shareholder action or change in market value, after conversion to Class A shares or the shareholder no longer qualifies to hold Class A shares, the shareholder's account may be converted back to Investor Class shares.

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Class A share balances are examined Fund-by-Fund on a semi-annual basis. If at that time the value of the shareholder's Class A shares in any one Fund is less than the applicable minimum as stated in the Fund's Prospectus, whether by shareholder action or change in market value, or if the shareholder otherwise is no longer eligible to hold Class A shares, the shareholder's Class A shares of that Fund will be converted automatically into Investor Class shares.

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Class B shares automatically convert to Class A shares, or Investor Class shares if a shareholder is not eligible to hold Class A shares, at the end of the calendar quarter eight years (four years for the MainStay Floating Rate Fund) after the date the shares were purchased. This reduces distribution and/or service fees from 1.00% to 0.25% of average daily net assets. If a shareholder purchases Class B shares of a Fund on more than one date and holds Class B shares of the Fund long enough for the Class B shares to automatically convert, the shareholder may hold both Investor Class or Class A shares of the Fund (acquired as a result of the automatic conversion) and Class B shares of the Fund (those that have not been held for the full holding period). If a partial automatic conversion of a shareholder's Class B shares to Investor Class or Class A shares of a Fund results in a shareholder holding Class B shares of that Fund with an aggregate value of $999.99 or less, the Fund will automatically convert the remaining Class B shares to Investor Class or Class A shares. Investor Class shares or Class A shares held by shareholders as a result of this early conversion feature will not be subject to the higher Rule 12b-1 fees applicable to Class B shares, nor will shareholders be charged a CDSC that normally would be assessed as a result of a redemption in connection with such conversion of the Class B shares prior to the completion of the full holding period.

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The automatic conversions described above are based on the relative NAVs of the two classes, and no sales load orother charge is imposed. The Funds expect all share conversions to be made on a tax-free basis. Although the Fundsexpect that a conversion between share classes of the same Fund should not result in the recognition of a gain or loss fortax purposes, shareholders should consult a tax adviser with respect to the tax treatment of investments in a Fund. TheFunds reserve the right to modify or eliminate this automatic share class conversion feature. When a conversion occurs,
reinvested dividends and capital gains convert proportionately with the shares that are converting.

Class A shares received by holders of Class P shares of any of the Epoch Funds in connection with the Epoch Fund Reorganizations, or shares obtained through an exchange of those Class A shares or any subsequent purchase will not be subject to the automatic conversion feature described above.

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VOLUNTARY CONVERSIONS BETWEEN SHARE CLASSES OF THE SAME FUND

In addition to any automatic conversion features described above with respect to Investor Class, Class A and Class B shares, shareholders generally may also elect to convert shares on a voluntary basis into another share class of the same Fund for which the shareholder is eligible. However, the following limitations apply: (i) Investor Class and Class A shares that remain subject to a CDSC are ineligible for a voluntary conversion; and (ii) all Class B and Class C shares are ineligible for a voluntary conversion.

These limitations do not impact any automatic conversion features described above with respect to Investor Class, Class A and Class B shares.

An investor or an investor's financial intermediary may contact a Fund to request a voluntary conversion between share classes of the same Fund. Shareholders may be required to provide sufficient information to establish eligibility to convert to the new share class. All permissible conversions will be made on the basis of the relative NAVs of the two classes without the imposition of any sales load, fee or other charge. If a shareholder fails to remain eligible for the new share class, the shareholder may automatically be converted back to the original share class. Although the Funds expect that a conversion between share classes of the same Fund should not result in the recognition of a gain or loss for tax purposes, shareholders should consult a tax adviser with respect to the tax treatment of investments in a Fund. The Funds may change, suspend or terminate this conversion feature at any time.

TAX-DEFERRED RETIREMENT PLANS

CASH OR DEFERRED PROFIT SHARING PLANS UNDER SECTION 401(K) FOR CORPORATIONS AND SELF-EMPLOYED INDIVIDUALS

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Shares of a Fund, except the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund, may also be purchased as an investment under a cash or deferred profit sharing plan intended to qualify under Section 401(k) of the Internal Revenue Code (a "401(k) Plan") adopted by a corporation, a self-employed individual (including sole proprietors and partnerships), or other organization. All Funds, except the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund, may be used as funding vehicles for qualified retirement plans including 401(k) plans, which may be administered by third-party administrator organizations. The Distributor does not sponsor or administer such qualified plans at this time.

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Individual Retirement Account ("IRA") and Coverdell Education Savings Accounts

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Shares of a Fund, except the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund, may also be purchased by an IRA. Both traditional IRAs and Roth IRAs may purchase shares of a Fund. In addition, Coverdell Education Savings Accounts may purchase shares of a Fund.

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TRADITIONAL IRAs. For 2011, an individual who has not attained age 70½ may contribute as much as $5,000 of his or her earned income to a traditional IRA. A married individual filing a joint return may also contribute to a traditional IRA for a nonworking spouse.

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Eligible individuals age 50 and older may make additional contributions to their traditional IRAs in the form of catch-up contributions. The maximum limit for a catch-up contribution is $1,000.

Your traditional IRA contribution may be fully deductible, partially deductible or nondeductible for federal income tax purposes.

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(a) Eligibility. Under the law, if neither you, nor your spouse, is an active participant (see (b) below) you may make a contribution to a regular IRA of up to the lesser of $5,000 (or an additional $5,000 in the case of Spousal IRA), for tax year 2011, or 100% of compensation and take a deduction for the entire amount contributed. If you are an active participant but have a Modified Adjusted Gross Income (MAGI) below a certain level (see (c) below), you are treated as if you were not an active participant and may make a deductible contribution. If you are an active participant and you have MAGI above that level (see (c) below), the amount of the deductible contribution you may make is phased down and eventually eliminated. If you are not an active participant but your spouse is an active participant, you may make a deductible contribution provided that if your combined MAGI is above the specified level (see (c) below), the amount of the deductible contribution you may make to an IRA is phased down and eventually eliminated. The limitation of the lesser of $5,000 (or the current limit) or 100% of compensation is reduced by the amount of contributions you make to any other regular IRA (except Education IRAs, now called Coverdell Education Savings Accounts) or Roth IRA for the taxable year. For individuals who have reached age 50 before the close of the tax year, the annual cash contribution limit is increased by: $1000 for 2011.

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(b) Active Participant. You are an "active participant" for a year if you are covered by a retirement plan. You are covered by a "retirement plan" for a year if your employer or union has a retirement plan under which money is added to your account or you are eligible to earn retirement credits. For example, if you are covered under a profit-sharing plan, a 403(a) annuity, certain government plans, a salary reduction arrangement (such as a Tax Sheltered Annuity arrangement or a 401(k) plan), a Simplified Employee Pension (SEP) plan, a SIMPLE plan, or a plan which promises you a retirement benefit which is based upon the number of years of service you have with the employer, you are likely to be an active participant. Your Form W-2 for the year should indicate your participation status.

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(c) Modified Adjusted Gross Income (MAGI). If you or your spouse is an active participant, you must look at your MAGI for the year (if you and your spouse file a joint tax return you use your combined MAGI) to determine whether you can make a deductible IRA contribution. Your tax return will show you how to calculate your MAGI for this purpose. If you are at or below a certain MAGI level, called the Threshold Level, you are treated as if you were not an active participant and can make a deductible contribution under the same rules as a person who is not an active participant. If you are single, your deduction threshold MAGI level is $56,000 and phased out at $66,000 (for 2011). The deduction threshold level if you are married and file a joint tax return is $90,000 and phased out at $110,000 (for 2011), and if you are married but file a separate tax return, the deduction is phased out at $10,000 (for 2010). However, if only your spouse is an active participant and you file a joint tax return, the deduction threshold level is $169,000 and phased out at $179,000 (for 2011).

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The deductibility of IRA contributions under state law varies from state to state. To determine the deductibility of an IRA contribution, please consult with your tax advisor.

An individual not permitted to make a deductible contribution to an IRA may nonetheless make nondeductible contributions up to the maximum contribution limit for that year.

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Distributions from IRAs (to the extent they are not treated as a tax-free return of nondeductible contributions) are taxable under federal income tax laws as ordinary income. There are special rules for determining how withdrawals are to be taxed if an IRA contains both deductible and nondeductible amounts. In general, all traditional IRAs are aggregated and treated as one IRA, all withdrawals are treated as one withdrawal, and then a proportionate amount of the withdrawal will be deemed to be made from nondeductible contributions; amounts treated as a return of nondeductible contributions will not be taxable. Certain early withdrawals are subject to an additional penalty tax. However, there are exceptions for certain withdrawals, including: withdrawals up to a total of $10,000 for qualified first-time home buyer expenses or withdrawals used to pay "qualified higher education expenses" of the minimum amount of such distributions. The owner of a traditional IRA must make certain required minimum distributions beginning after age 70½; failure to comply with these rules can result in the imposition of a 50% excise tax. Please consult with your tax advisor regarding required minimum distributions.

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To determine the deductibility of a Traditional IRA contribution, please consult with your tax advisor. Please see the IRA Custodial Agreement for additional rules.

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ROTH IRAs. Roth IRAs are a form of individual retirement account that feature nondeductible contributions that may be made even after the individual attains the age of 70½. In certain cases, distributions from a Roth IRA may be tax free. For 2011, the Roth IRA, like the traditional IRA, is subject to a $5,000 ($10,000 for a married couple, $6,000 for individuals over age 50, and $12,000 for a married couple over age 50) contribution limit (taking into account both Roth IRA and traditional IRA contributions). The maximum contribution that can be made is phased-out for taxpayers with adjusted gross income between $107,000 and $122,000 ($169,000 - $179,000 if married filing jointly). If the Roth IRA has been in effect for five years, and distributions are (1) made on or after the individual attains the age of 59½; (2) made after the individual's death; (3) attributable to disability; or (4) used for "qualified first-time home buyer expenses," they are not taxable. If these requirements are not met, distributions are treated first as a return of contributions and then as taxable earnings. Taxable distributions may be subject to a 10% penalty for early distributions. All Roth IRAs, like traditional IRAs, are treated as one IRA for this purpose. Unlike the traditional IRA, Roth IRAs are not subject to minimum distribution requirements during the account owner's lifetime. However, the amount in a Roth IRA is subject to required minimum distribution rules after the death of the account owner. Please see the Roth IRA Custodial Agreement for additional rules on contribution phase-out limits based on income.

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Eligible individuals age 50 and older may make additional contributions to their Roth IRAs in the form of catch-up contributions. The maximum limit for a catch-up contribution is $1,000.

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COVERDELL EDUCATION SAVINGS ACCOUNTS. A taxpayer may make nondeductible contributions of up to $2,000 per year per beneficiary to a Coverdell Education Savings Account. Contributions cannot be made after the beneficiary becomes 18 years old unless the beneficiary qualifies as a special needs beneficiary. The maximum contribution is phased out for taxpayers with a MAGI between $95,000 and $110,000 ($190,000 - $220,000 if married filing jointly). Earnings are tax-deferred until a distribution is made. If a distribution does not exceed the beneficiary's "qualified higher education expenses" for the year, no part of the distribution is taxable. If part of a distribution is taxable, a penalty tax will generally apply as well. Any balance remaining in a Coverdell Education Savings Account when the beneficiary becomes 30 years old must be distributed and any earnings will be taxable and may be subject to a penalty tax upon distribution. Please see the Coverdell Education Savings Account Cusodial Agreement for additional rules.

All income and capital gains deriving from IRA and Coverdell Education Savings Account investments in the Fund are reinvested and compounded tax-deferred until distributed from the IRA or Coverdell Education Savings Account. The combination of annual contributions to a traditional IRA, which may be deductible, and tax-deferred compounding can lead to substantial retirement savings. Similarly, the combination of tax free distributions from a Roth IRA or Coverdell Education Savings Account combined with tax-deferred compounded earnings on IRA investments can lead to substantial retirement and/or education savings.

GENERAL INFORMATION

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Shares of a Fund, except the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund, are permitted investments under profit sharing, pension, and other retirement plans, IRAs, Coverdell Education Savings Accounts ("CESAs") and tax-deferred annuities to the extent the shares of a Fund are a permitted investment according to the provisions of the relevant plan documents. Third-party administrative services may limit or delay the processing of transactions.

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The custodial agreements and forms provided by the Funds' custodian and transfer agent designate New York Life Trust Company as custodian for IRAs, CESAs and tax sheltered custodial accounts (403(b)(7) TSA plans) (unless another trustee or custodian is designated by the individual or group establishing the plan) and contain specific information about the plans. Each plan provides that dividends and distributions will be reinvested automatically. For further details with respect to any plan, including fees charged by New York Life Trust Company, tax consequences and redemption information, see the specific documents for that plan.

The federal tax laws applicable to retirement plans, IRAs, CESAs and 403(b)(7) TSA plans are extremely complex and change from time to time. Therefore, an investor should consult with his or her own professional tax advisor before establishing any of the tax-deferred retirement plans described above.

TAX INFORMATION

The discussion herein relating to certain federal income tax considerations is presented for general informational purposes only. Since the tax laws are complex and tax results can vary depending upon specific circumstances, investors should consult their own tax adviser regarding an investment in a Fund, including the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction. The discussion is based upon provisions of the Internal Revenue Code, the regulations promulgated thereunder, and judicial and administrative rulings, all of which are subject to change, which change may be retroactive.

TAXATION OF THE FUNDS

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Each Fund intends to elect and qualify annually to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code. If a Fund so qualifies and elects, it generally will not be subject to federal income tax on its investment company taxable income (which includes, among other items, dividends, interest, and the excess, if any, of net short term capital gains over net long-term capital losses) and its net capital gains (net long-term capital gains in excess of net short term capital losses) that it distributes to its shareholders.

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The MainStay Funds of Funds will not be able to offset gains distributed by one Underlying Fund in which it invests against losses in another Underlying Fund in which such those funds invests. Redemptions of shares in an Underlying Fund, including those resulting from changes in the allocation among Underlying Funds, could also cause additional distributable gains to shareholders of the MainStay Funds of Funds. A portion of any such gains may be short-term capital gains that would be distributable as ordinary income to shareholders of the MainStay Funds of Funds. Further, a portion of losses on redemptions of shares in the Underlying Funds may be deferred under the wash sale rules. As a result of these factors, the use of the fund-of-funds structure by the MainStay Funds of Funds could therefore affect the amount, timing and character of distributions to their shareholders.

</R>

Each Fund intends to distribute, at least annually, to its shareholders substantially all of its investment company taxable income and its net capital gains. In determining amounts of capital gains to be distributed, any capital loss carryovers from prior years will be applied against capital gains.

To qualify for treatment as a regulated investment company, a Fund generally must, among other things: (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of securities or foreign currencies, net income derived from certain qualified publicly traded partnerships, and other income (including gains from certain options, futures, and forward contracts) derived with respect to its business of investing in stock, securities or foreign currencies; (b) diversify its holdings so that at the end of each quarter of the taxable year, (i) at least 50% of the market value of a Fund's assets is represented by cash, cash items, U.S. government securities, the securities of other regulated investment companies and other securities, that with respect to any one issuer do not represent more than 5% of the value of the Fund's total assets nor more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or the securities of other regulated investment companies) of any one issuer, or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or related trades or businesses, or in the securities of one or more qualified publicly traded partnerships; and (c) distribute in each taxable year at least 90% of the sum of its investment company taxable income and its net tax-exempt interest income.

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If a Fund does not meet all of these Internal Revenue Code requirements, it would be taxed (unless certain cure provisions apply) as an ordinary corporation and its distributions (to the extent of available earnings and profits) will be taxed to shareholders as dividend income (except to the extent a shareholder is exempt from tax).

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The Treasury Department is authorized to issue regulations to provide that foreign currency gains that are not directly related to a Fund's principal business of investing in stock or securities (or options and futures with respect to stock or securities) may be excluded from qualifying income for purposes of the 90% gross income requirement described above. To date, however, no such regulations have been issued.

The diversification requirements relating to the qualification of a Fund as a regulated investment company may limit the extent to which a Fund will be able to engage in certain investment practices, including transactions in futures contracts and other types of derivative securities transactions. In addition, if a Fund were unable to dispose of portfolio securities due to settlement problems relating to foreign investments or due to the holding of illiquid securities, the Fund's ability to qualify as a regulated investment company might be affected.

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Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, a Fund must distribute for the calendar year an amount equal to the sum of (1) at least 98% of its ordinary taxable income (excluding any capital gains or losses) for the calendar year, (2) at least 98.2% of the excess of its capital gains over capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of such year, and (3) all ordinary taxable income and capital gain net income (adjusted for certain ordinary losses) for previous years that were not distributed by the Fund or taxed to the Fund during such years. To prevent application of the excise tax, the Funds intend to make distributions in accordance with the calendar year distribution requirement.

</R>

CHARACTER OF DISTRIBUTIONS TO SHAREHOLDERS — GENERAL

<R>

Distributions of investment company taxable income, including distributions of net short-term capital gains, are generally characterized as ordinary income. Distributions of a Fund's net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, designated by a Fund as capital gain dividends, will generally be taxable to shareholders as long-term capital gains, regardless of how long a shareholder has held the Fund's shares. All distributions are includable in the gross income of a shareholder whether reinvested in additional shares or received in cash. Shareholders receiving distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share received equal to the NAV of a share of a Fund on the reinvestment date. Shareholders will be notified annually as to the federal tax status of distributions.

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The MainStay Funds of Funds can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of any long-term capital gains of either the MainStay Funds of Funds or Underlying Funds will generally be taxed as long-term capital gains. Other distributions, including short-term capital gains, and income generated from debt instruments will be taxed as ordinary income. Underlying Funds with high portfolio turnover may realize gains at an earlier time than Underlying Funds with a lower turnover and may not hold securities long enough to obtain the possible benefits of long-term capital gains rates.

</R> <R>

The maximum individual tax rate on income from qualified dividends and long-term capital gains is currently 15%. Each of the Funds that invest in stock will be able to designate a portion of its ordinary income distributions as qualified dividends to the extent that the Fund derives income from qualified dividends. A more than 60 day holding period requirement must be satisfied by both the Fund and the shareholder with respect to each qualified dividend in order to be eligible for the reduced tax rate. The reduced tax rate on long-term capital gains and qualified dividends is currently scheduled to expire after 2012 in the absence of further congressional action. After 2012, the long-term capital gains rate is currently scheduled to increase to 20% and qualified dividends are currently scheduled to be taxed at ordinary income tax rates. Since many of the stocks in which the Underlying Funds invest may not pay significant dividends, it is not likely that a substantial portion of the distributions by the Funds will qualify for the 15% maximum rate. A portion of the dividends received from the MainStay Asset Allocation Funds and MainStay Retirement Funds may be treated as qualified dividends to the extent that the Underlying Funds receive qualified dividends.

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If a portion of a Fund's net investment income is derived from dividends from domestic corporations, then a portion of such distributions may also be eligible for the corporate dividends-received deduction. Capital gain distributions will not be eligible for the corporate dividends-received deduction. The dividends-received deduction is reduced to the extent shares of a Fund are treated as debt-financed under the Internal Revenue Code and is generally eliminated unless such shares are deemed to have been held for more than 45 days during a specified period. In addition, the entire dividend (including the deducted portion) is includable in the corporate shareholder's alternative minimum taxable income.

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For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of US individuals, estates and trusts to the extent that such person's "modified adjusted gross income" (in the case of an individual) or "adjusted gross income" (in the case of an estate or trust) exceeds a threshold amount.

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The MainStay Funds of Funds will not be able to offset gains distributed by one Underlying Fund in which they invest against losses in another Underlying Fund in which the MainStay Funds of Funds invests. Redemptions of shares in an Underlying Fund, including those resulting from changes in the allocation among Underlying Funds, could also cause additional distributable gains to shareholders of the MainStay Funds of Funds. A portion of any such gains may be short-term capital gains that would be distributable as ordinary income to shareholders of the MainStay Funds of Funds.

</R>

A Fund's distributions with respect to a given taxable year may exceed its current and accumulated earnings and profits available for distribution. In that event, distributions in excess of such earnings and profits would be characterized as a return of capital to shareholders for federal income tax purposes, thus reducing each shareholder's cost basis in his Fund shares. Distributions in excess of a shareholder's cost basis in his shares would be treated as a gain realized from a sale of such shares.

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Distributions by a Fund (other than the Money Market Funds) reduce the NAV of the Fund's shares. Should a distribution reduce the NAV below a shareholder's cost basis, such distribution, nevertheless, would be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implications of buying shares just prior to a distribution by a Fund. The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will then receive a partial return of their investment upon such distribution, which will nevertheless generally be taxable to them.

</R>

A distribution will be treated as paid on December 31 of the calendar year if it is declared by a Fund in October, November or December of that year to shareholders on a record date in such a month and paid by the Fund during January of the following calendar year. Such a distribution will be includable in the gross income of shareholders in the calendar year in which it is declared, rather than the calendar year in which it is received.

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CHARACTER OF DISTRIBUTIONS TO SHAREHOLDERS — THE MAINSTAY HIGH YIELD MUNICIPAL BOND FUND AND MAINSTAY TAX FREE BOND FUND

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The Internal Revenue Code permits the character of tax-exempt interest distributed by a regulated investment company to "flow through" as tax-exempt interest to its shareholders, provided that 50% or more of the value of its assets at the end of each quarter of its taxable year is invested in state, municipal or other obligations the interest on which is exempt under Section 103(a) of the Internal Revenue Code. The Funds intend to satisfy the 50% requirement to permit their distributions of tax-exempt interest to be treated as such for regular Federal income tax purposes in the hands of their shareholders. Exempt-interest dividends must be taken into account by individual shareholders in determining whether their total incomes are large enough to result in taxation of up to 85% of their social security benefits and certain railroad retirement benefits. None of the income distributions of the Funds will be eligible for the deduction for dividends received by corporations.

</R> <R>

Although a significant portion of the distributions by the Funds generally is expected to be exempt from federal taxes, the Funds may under certain circumstances invest in obligations the interest from which is fully taxable, or, although exempt from the regular federal income tax, is subject to the alternative minimum tax. Similarly, gains from the sale or exchange of obligations the interest on which is exempt from regular Federal income tax will constitute taxable income to the Funds. Taxable income or gain may also arise from securities lending transactions, repurchase agreements and options and futures transactions. Accordingly, it is possible that a significant portion of the distributions of the Funds will constitute taxable rather than tax-exempt income in the hands of a shareholder. Furthermore, investors should be aware that tax laws may change, and issuers may fail to follow applicable laws, causing a tax-exempt item to become taxable.

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In addition, as discussed below, a sale of shares in the Funds (including a redemption of such shares and an exchange of shares between two mutual funds) will be a taxable event, and may result in a taxable gain or loss to a shareholder. Shareholders should be aware that redeeming shares of the Funds after tax-exempt interest has been accrued by the Fund but before that income has been declared as a dividend may be disadvantageous. This is because the gain, if any, on the redemption will be taxable, even though such gains may be attributable in part to the accrued tax-exempt interest which, if distributed to the shareholder as a dividend rather than as redemption proceeds, might have qualified as an exempt-interest dividend.

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Exempt-interest dividends, ordinary dividends, if any, and capital gains distributions from the Funds and any capital gains or losses realized from the sale or exchange of shares may be subject to state and local taxes. However, the portion of a distribution of the Funds' tax-exempt income that is attributable to state and municipal securities issued within the shareholder's own state may not be subject, at least in some states, to state or local taxes.

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Distributions derived from interest on certain private activity bonds which is exempt from regular federal income tax are treated as a tax preference item and may subject individual or corporate shareholders to liability (or increased liability) for the alternative minimum tax. In addition, because a portion of the difference between adjusted current earnings, as defined in the Internal Revenue Code, and alternative minimum taxable income is an addition to the alternative minimum tax base, all distributions derived from interest which is exempt from regular federal income tax are included in adjusted current earnings and may subject corporate shareholders to or increase their liability for the alternative minimum tax.

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Opinions relating to the validity of municipal securities and the exemption of interest thereon from federal income tax are rendered by bond counsel to the issuers. The Funds, the Manager and its affiliates, and the Funds' counsel make no review of proceedings relating to the issuance of state or municipal securities or the bases of such opinions.

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Due to the lack of adequate supply of certain types of tax-exempt obligations, and other reasons, various instruments are being marketed which are not "pure" state and local obligations, but which are thought to generate interest excludable from taxable income under Internal Revenue Code section 103. While the Funds may invest in such instruments, they do not guarantee the tax-exempt status of the income earned thereon or from any other investment. Thus, for example, were the Funds to invest in an instrument thought to give rise to tax-exempt interest but such interest ultimately were determined to be taxable, the Funds might have invested more than 20% of their assets in taxable instruments. In addition, it is possible in such circumstances that the Funds will not have met the 50% investment threshold, described above, necessary for it to pay exempt-interest dividends.

</R> <R>

Section 147(a) of the Internal Revenue Code prohibits exemption from taxation of interest on certain governmental obligations to persons who are "substantial users" (or persons related thereto) of facilities financed thereby. No investigation as to the users of the facilities financed by bonds in the respective portfolios of the Funds has been made by the Funds. Persons who may be "substantial users" (or "related persons" of substantial users) of facilities financed by private activity bonds should consult their tax advisors before purchasing shares of the Funds since the acquisition of shares of the Funds may result in adverse tax consequences to them.

</R> <R>

Income derived by the Funds from taxable investments, including but not limited to securities lending transactions, repurchase transactions, options and futures transactions, and investments in commercial paper, bankers' acceptances and CDs will be taxable for federal, state and local income tax purposes when distributed to shareholders. Income derived by the Funds from interest on direct obligations of the U.S. government will be taxable for federal income tax purposes when distributed to shareholders but, provided that the Fund meets the requirements of state law and properly designates distributions to shareholders, such distributions may be excludable from income for state personal income tax purposes. A portion of original issue discount relating to stripped municipal securities and their coupons may also be treated as taxable income under certain circumstances - see "Discount" below. Acquisitions of municipal securities at a market discount may also result in ordinary income and/or capital gains.

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FEDERAL INCOME TAX CAPITAL LOSS CARRYFORWARDS

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A Fund is permitted to carry forward a net capital loss from any year to offset its capital gains, if any, realized during the eight years following the year of the loss. Net capital losses for tax years beginning after December 22, 2010 may be carried forward without limitation. A Fund's capital loss carry-forward is treated as a short-term capital loss in the year to which it is carried. Accordingly, no capital gains distribution is expected to be paid to shareholders until net gains have been realized in excess of such amounts. The Funds cannot carry back or carry forward any net operating losses. As of October 31, 2010, the following Funds had capital loss carry-forwards approximating the amount indicated for federal income tax purposes, expiring in the year indicated:

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FUND

AVAILABLE THROUGH

CAPITAL LOSS AMOUNT (000's)

MainStay Balanced Fund

2016

$

25,929

 

2017

95,183

 

MainStay Common Stock Fund

2016

19,054

 

2017

103,034

 

MainStay Conservative Allocation Fund

2017

9,959

 

2018

2,337

 

MainStay Convertible Fund

2017

242

 

MainStay Epoch Global Choice Fund

2016

1,567

 

2017

6,772

 

2018

5,033

 

MainStay Epoch Global Equity Yield Fund

2016

68,186

 

2017

74,227

 

MainStay Epoch International Small Cap Fund

2016

41,095

 

2017

66,763

 

MainStay Epoch U.S. All Cap Fund

2017

4,614

 

MainStay Flexible Bond Opportunities Fund 1

2014

1,279

 

2016

4,026

 

2017

2,671

 

MainStay Floating Rate Fund

2012

229

 

2013

3,166

 

2014

1,437

 

2015

14,042

 

2016

30,852

 

2017

7,484

 

2018

2,003

 

MainStay Growth Allocation

2017

21,809

 

2018

10,087

 

MainStay Growth Equity Fund

2015

21,350

 

2016

62,822

 

2017

14,162

 

MainStay High Yield Corporate Bond Fund

2011

306,034

 

2014

34,845

 

2016

84,576

 

2017

268,624

 

MainStay Income Builder Fund

2015

19,979

 

2016

22,045

 

2017

49,211

 

MainStay International Equity Fund

2016

29,857

 

2017

53,694

 

MainStay Large Cap Growth Fund

2016

29,684

 

2017

125,085

 

MainStay MAP Fund

2015

14,278

 

2016

34,567

 

2017

147,180

 

MainStay Moderate Allocation Fund

2017

25,133

 

2018

5,033

 

MainStay Moderate Growth Allocation Fund

2017

33,934

 

2018

8,383

 

MainStay S&P 500 Index Fund

2013

5,221

 

2014

51,930

 

2016

39,050

 

2018

21,700

 

MainStay Tax Free Bond Fund

2011

3,146

 

2012

478

 

2016

1,647

 

2017

12,322

 

MainStay U.S. Small Cap Fund

2015

35,469

 

2016

184,447

 

2017

47,653

 

MainStay 130/30 Core Fund

2017

14,138

 

MainStay 130/30 Growth Fund

2017

2,523

 

MainStay 130/30 International Fund

2016

5,878

 

2017

28,872

 

MainStay ICAP Equity Fund

2016

16,545

 

2017

211,207

 

MainStay ICAP Select Equity Fund

2015

16,397

 

2016

237,469

 

2017

424,560

 

MainStay ICAP Global Fund

2016

2,624

 

2017

9,136

 

MainStay ICAP International Fund

2016

79,728

 

2017

146,267

 

 
</R> <R>

1

Effective February 28, 2011, the MainStay Diversified Income Fund changed its name to MainStay Flexible Bond Opportunities Fund.

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The following Funds utilized capital loss carryforwards during the year ended October 31, 2010:

</R>

 

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MainStay Balanced Fund

$

41,425

 

MainStay Common Stock Fund

18,668

 

MainStay Convertible Fund

36,248

 

MainStay Epoch Global Equity Yield Fund

3,718

 

MainStay Epoch International Small Cap fund

6,208

 

MainStay Epoch U.S. All Cap Fund

19,029

 

MainStay Flexible Bond Opportunities Fund

1,856

 

MainStay Global High Income Fund

7,069

 

MainStay Government Fund

450

 

MainStay Growth Equity Fund

27,434

 

MainStay High Yield Corporate Bond Fund

19,492

 

MainStay Income Builder Fund

38,811

 

MainStay Intermediate Term Bond Fund

6,007

 

MainStay International Equity Fund

13,700

 

MainStay Large Cap Growth Fund

205,646

 

MainStay MAP Fund

74,119

 

MainStay Tax Free Fund

4,971

 

MainsStay U.S. Small Cap Fund

32,385

 

MainStay 130/30 Core Fund

9,589

 

MainStay 130/30 Growth Fund

10,375

 

MainStay 130/30 International Fund

4,261

 

MainStay ICAP Equity Fund

55,623

 

MainStay ICAP Select Equity Fund

186,056

 

MainStay ICAP Global Fund

2,401

 

MainStay ICAP International Fund

1,284

 

MainStay Retirement 2010 Fund

917

 

MainStay Retirement 2020 Fund

1,352

 

MainStay Retirement 2030 Fund

1,811

 

MainStay Retirement 2040 Fund

1,048

 

MainStay Retirement 2050 Fund

758

 
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In addition, the following Funds had capital loss carryforwards that expired during the fiscal year ended October 31, 2010.

</R>

 

<R>

MainStay High Yield Corporate Bond Fund

149,628

 

MainStay S&P 500 Index Fund

9,978

 

MainStay U.S. Small Cap Fund

40,133

 
</R>

DISPOSITIONS OF FUND SHARES

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Upon redemption, sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss, depending on whether the gross proceeds are more or less than the shareholder's tax basis for the shares. Any gain or loss generally will be a capital gain or loss if the shares of a Fund are capital assets in the hands of the shareholder, and a gain generally will be taxable to shareholders as long-term capital gains if the shares had been held for more than one year.

</R>

A loss realized by a shareholder on the redemption, sale or exchange of shares of a Fund with respect to which capital gain dividends have been paid will, to the extent of such capital gain dividends, be treated as long-term capital loss if such shares have been held by the shareholder for six months or less at the time of their disposition. Furthermore, a loss realized by a shareholder on the redemption, sale or exchange of shares of a Fund with respect to which exempt-interest dividends have been paid will, to the extent of such exempt-interest dividends, be disallowed if such shares have been held by the shareholder for six months or less at the time of their disposition. A loss realized on a redemption, sale or exchange also will be disallowed to the extent the shares disposed of are replaced (whether through reinvestment of distributions, or otherwise) within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Individual shareholders may generally deduct in any year only $3,000 of capital losses that are not offset by capital gains and any remaining losses may be carried over to future years. Corporations may generally deduct losses only to the extent of capital gains with certain carryovers for excess losses.

Under certain circumstances, the sales charge incurred in acquiring shares of a Fund may not be taken into account in determining the gain or loss on the disposition of those shares. This rule applies where shares of a Fund are exchanged within 90 days after the date they were purchased and new shares are acquired without a sales charge or at a reduced sales charge pursuant to a right acquired upon the initial purchase of shares. In that case, the gain or loss recognized on the exchange will be determined by excluding from the tax basis of the shares exchanged all or a portion of the sales charge incurred in acquiring those shares. The portion of the sales charge affected by this rule will be treated as a sales charge paid for the new shares and will be reflected in their basis.

FOREIGN CURRENCY GAINS AND LOSSES

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Under the Internal Revenue Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time a Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on the disposition of debt securities denominated in a foreign currency and on the disposition of certain options, futures, forwards and other contracts, gain or loss attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss or capital gain or loss depending upon election for certain forwards, futures and options made by each Fund. These gains or losses, referred to under the Internal Revenue Code as "Section 988" gains or losses, may increase or decrease the amount of a Fund's net investment income to be distributed to its shareholders. If Section 988 losses exceed other investment company taxable income (which includes, among other items, dividends, interest and the excess, if any, of net short-term capital gains over net long-term capital losses) during the taxable year, a Fund would not be able to make any ordinary dividend distributions, and distributions made before the losses were realized would be recharacterized as a return of capital to shareholders or, in some cases, as capital gain, rather than as an ordinary dividend.

</R>

DISCOUNT

Certain bonds purchased by the Funds, such as zero coupon bonds, may be treated as bonds that were originally issued at a discount. Original issue discount represents interest for federal income tax purposes and can generally be defined as the difference between the price at which a security was issued (or the price at which it was deemed issued for federal income tax purposes) and its stated redemption price at maturity. Original issue discount is treated for federal income tax purposes as income earned by a Fund over the term of the bond, and therefore is subject to the distribution requirements of the Internal Revenue Code. The annual amount of income earned on such a bond by a Fund generally is determined on the basis of a constant yield to maturity which takes into account the semiannual compounding of accrued interest. Certain bonds purchased by the Funds may also provide for contingent interest and/or principal. In such a case, rules similar to those for original issue discount bonds would require the accrual of income based on an assumed yield that may exceed the actual interest payments on the bond.

In addition, some of the bonds may be purchased by a Fund at a discount which exceeds the original issue discount on such bonds, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any bond having market discount generally will be treated as taxable ordinary income to the extent it does not exceed the accrued market discount on such bond (unless a Fund elects to include market discount in income in tax years to which it is attributable). Realized accrued market discount on obligations that pay tax-exempt interest is nonetheless taxable. Generally, market discount accrues on a daily basis for each day the bond is held by a Fund at a constant rate over the time remaining to the bond's maturity. In the case of any debt security having a fixed maturity date of not more than one year from date of issue, the gain realized on disposition will be treated as short-term capital gain.

TAXATION OF OPTIONS, FUTURES CONTRACTS, AND SIMILAR INSTRUMENTS

<R>

Many of the options, futures contracts and forward contracts entered into by a Fund will be classified as "Section 1256 contracts." Generally, gains or losses on Section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses ("60/40"). Also, certain Section 1256 contracts held by a Fund are "marked-to-market" at the end times required pursuant to the Internal Revenue Code with the result that unrealized gains or losses are treated as though they were realized. The resulting gain or loss generally is treated as 60/40 gain or loss, except for foreign currency gain or loss on such contracts, which generally is ordinary in character, unless an election is made by each Fund to treat certain forwards, futures and options as capital gain or loss.

</R>

Distribution of Fund gains from hedging transactions will be taxable to shareholders. Generally, hedging transactions and certain other transactions in options, futures and forward contracts undertaken by a Fund may result in "straddles" for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by a Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which such losses are realized.

Furthermore, certain transactions (including options, futures contracts, notional principal contracts, short sales and short sales against the box) with respect to an "appreciated position" in certain financial instruments may be deemed a constructive sale of the appreciated position, requiring the immediate recognition of gain as if the appreciated position were sold.

Because only a few regulations implementing the straddle rules have been promulgated, and regulations relating to constructive sales of appreciated positions have yet to be promulgated, the tax consequences of transactions in options, futures and forward contracts to a Fund are not entirely clear. The hedging transactions in which a Fund engages may increase the amount of short-term capital gain realized by a Fund which is taxed as ordinary income when distributed to shareholders.

<R>

Certain rules may affect the timing and character of gain if a Fund or Underlying Fund engages in transactions that reduce or eliminate its risk of loss with respect to appreciated financial positions. If a Fund or Underlying Fund enters into certain transactions in property while holding substantially identical property (for example, a short sale against the box), the Underlying Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Underlying Fund's holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Underlying Fund's holding period and the application of various loss deferral provisions of the Internal Revenue Code.

</R>

A Fund may make one or more of the elections available under the Internal Revenue Code which are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions.

Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a Fund that did not engage in such hedging transactions.

The diversification requirements applicable to a Fund's status as a regulated investment company may limit the extent to which a Fund will be able to engage in transactions in options, futures contracts, forward contracts or swaps.

<R>

Regarding the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund, gains from certain transactions, including, for example, transactions in options, futures, and other instruments, and from obligations the interest on which is not exempt from Federal income tax, will be taxable income to the Funds.

</R> <R>

The rules governing the tax aspects of swap agreements entered into by a Fund are in a developing stage and are not entirely clear in certain respects. Accordingly, while the Funds eligible to enter into swap agreements intend to account for such transactions in a manner deemed to be appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a regulated investment company might be affected. It is possible that developments in the swap market and the laws relating to swaps, including potential government regulation, could have tax consequences. The Funds intend to monitor developments in this area.

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Certain requirements that must be met under the Internal Revenue Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in transactions in options, futures, forward contracts, and swaps.

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FOREIGN TAXES

Foreign investing involves the possibility of confiscatory taxation, foreign taxation of income earned in the foreign nation (including withholding taxes on interest and dividends) or other foreign taxes imposed with respect to investments in the foreign nation.

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Investment income and gains received by a Fund from sources outside the United States may be subject to foreign taxes which were paid or withheld at the source. The payment of such taxes will reduce the amount of dividends and distributions paid to the Funds' shareholders. Since the percentage of each Fund's total assets (generally with the exception of the MainStay 130/30 International Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay ICAP Global Fund, MainStay ICAP International Equity Fund and MainStay International Equity Fund) which will be invested in foreign stocks and securities will not be more than 50%, any foreign tax credits or deductions associated with such foreign taxes will not be available for use by its shareholders. The effective rate of foreign taxes to which a Fund will be subject depends on the specific countries in which each Fund's assets will be invested and the extent of the assets invested in each such country and, therefore, cannot be determined in advance.

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MainStay 130/30 International Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay ICAP Global Fund, MainStay ICAP International Equity Fund and MainStay International Equity Fund may qualify for and make the election permitted under Section 853 of the Internal Revenue Code, provided that more than 50% of the value of the total assets of the Fund at the close of the taxable year consists of securities of foreign corporations. Pursuant to this election, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his pro rata share of the foreign income and similar taxes paid by a Fund, and will be entitled either to claim a deduction (as an itemized deduction) for his pro rata share of such foreign taxes in computing his taxable income or to use it as a foreign tax credit against his U.S. federal income taxes, subject to limitations. Foreign taxes may not be deducted by a shareholder that is an individual in computing the alternative minimum tax. Each shareholder will be notified by February 15 whether the foreign taxes paid by the Fund will "pass-through" for that year and, if so, such notification will designate (a) the shareholder's portion of the foreign taxes paid to each such country and (b) the portion of the dividend which represents income derived from sources within each such country.

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The foreign tax credit and deduction available to shareholders is subject to certain limitations imposed by the Internal Revenue Code, including a holding period requirement with respect to Fund shares. Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his total foreign source taxable income. For this purpose, if a Fund makes the election described in the preceding paragraph, the source of a Fund's income flows through to its shareholders. With respect to the Funds, gains from the sale of securities generally will be treated as derived from U.S. sources and Section 988 gains generally will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including foreign source passive income received from a Fund. If a Fund is not eligible to make the election described above, the foreign income and similar taxes it pays generally will reduce investment company taxable income and distributions by a Fund will be treated as United States source income.

It should also be noted that a tax-exempt shareholder, like other shareholders, will be required to treat as part of the amounts distributed its pro rata portion of the income taxes paid by the Fund to foreign countries. However, that income will generally be exempt from taxation by virtue of such shareholder's tax-exempt status, and such a shareholder will not be entitled to either a tax credit or a deduction with respect to such income.

The foregoing is only a general description of the foreign tax credit under current law. Because application of the credit depends on the particular circumstances of each shareholder, shareholders are advised to consult their own tax advisers.

PASSIVE FOREIGN INVESTMENT COMPANIES

Certain Funds may invest in shares of foreign corporations which may be classified under the Internal Revenue Code as passive foreign investment companies ("PFICs"). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. If a Fund receives a so-called "excess distribution" with respect to PFIC stock, the Fund itself may be subject to a tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund itself will be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

A Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, a Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions are received from the PFIC in a given year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply.

Alternatively, a Fund may elect to mark-to-market its PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any mark-to-market losses would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, as well as subject a Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC shares.

TAX REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

All distributions, whether received in shares or cash, must be reported by each shareholder on his or her federal income tax return. Shareholders are also required to report tax-exempt interest.

Redemptions of shares, including exchanges for shares of another MainStay Fund, may result in tax consequences (gain or loss) to the shareholder and generally are also subject to these reporting requirements.

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Under the federal income tax law, a Fund will be required to report to the IRS all distributions of income (other than exempt-interest dividends) and capital gains as well as gross proceeds from the redemption or exchange of Fund shares (other than shares of the Money Market Funds), except in the case of certain exempt shareholders.

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Each distribution is accompanied by a brief explanation of the form and character of the distribution. By February 15 of each year, each Fund will issue to each shareholder a statement of the federal income tax status of all distributions, including, in the case of the MainStay High Yield Municipal Bond Fund and MainStayTax Free Bond Fund, a statement of the percentage of the prior calendar year's distributions which the Fund has designated as tax-exempt, the percentage of such tax-exempt distributions treated as a tax-preference item for purposes of the alternative minimum tax, and in, the case of the MainStay High Yield Municipal Bond Fund and MainStay Tax Free Bond Fund, the source on a state-by-state basis of all distributions.

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Under the backup withholding provisions of the Internal Revenue Code, all taxable distributions and proceeds from the redemption or exchange of a Fund's shares may be subject to withholding of federal income tax, currently at the rate of 28%, in the case of nonexempt shareholders in the case of non-exempt shareholders if (1) the shareholder fails to furnish the Fund with and to certify the shareholder's correct taxpayer identification number, (2) the IRS notifies the Fund or shareholder that the shareholder has failed to report properly certain interest and dividend income to the IRS, or (3) when required to do so, the shareholder fails to certify that he is not subject to backup withholding. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld. Backup withholding is not an additional tax and any amounts withheld are creditable against the shareholder's U.S. Federal tax liability. Investors may wish to consult their tax advisors about the applicability of the backup withholding provisions.

STATE AND LOCAL TAXES

Distributions by the Funds also may be subject to state and local taxes and their treatment under state and local income tax laws may differ from the federal income tax treatment. Shareholders should consult their tax advisers with respect to particular questions of federal, state and local taxation.

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Shareholders of the MainStay High Yield Municipal Bond Fund and/or the MainStay Tax Free Bond Fund may be subject to state and local taxes on distributions from these Funds, including distributions which are exempt from federal income taxes. Some states exempt from the state personal income tax distributions from the Funds derived from interest on obligations issued by the U.S. government or by such state or its municipalities or political subdivisions. Each investor should consult his or her own tax advisor to determine the tax status of distributions from the Funds in his or her own state and locality.

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FOREIGN SHAREHOLDERS

The foregoing discussion relates only to U.S. federal income tax law as applicable to U.S. persons ( i.e. , U.S. citizens and residents and U.S. domestic corporations, partnerships, trusts and estates). Shareholders who are not U.S. persons should consult their tax advisers regarding U.S. and foreign tax consequences of ownership of shares of a Fund including the likelihood that distributions to them would be subject to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax treaty). An investment in a Fund may also result in the imposition of U.S. estate tax with respect to such investment.

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Effective January 1, 2013, the Funds will be required to withhold U.S. tax (at a 30% rate) on payments of dividends and redemption proceeds made to certain non-U.S. entities that fail to comply with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.

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Please note that shares of the MainStay Funds are generally not available for purchase by foreign investors.

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OTHER INFORMATION

ORGANIZATION AND CAPITALIZATION

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ECLIPSE TRUST

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Eclipse Trust is an open-end management investment company (or mutual fund) formed as a Massachusetts business trust on July 30, 1986.

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Eclipse Trust has an unlimited authorized number of shares of beneficial interest that may, without shareholder approval, be divided by the Board into any number of portfolios or classes of shares, subject to the requirements of the 1940 Act. When issued, shares of Eclipse Trust are fully paid, non-assessable, redeemable, and freely transferable, subject to any limitations set forth in each Fund's Prospectus and this SAI.

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The following organizational changes have occurred since January 1, 2006:

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  • MainStay Small Cap Opportunity Fund reopened on June 29, 2007;

  • MainStay Mid Cap Opportunity Fund changed its name to MainStay Mid Cap Core Fund on September 29, 2008;

  • MainStay Small Cap Opportunity Fund changed its name to MainStay Small Company Value Fund on February 13, 2009;

  • MainStay Mid Cap Core Fund merged into MainStay MAP Fund, a series of The MainStay Funds, effective October 23, 2009; and

  • MainStay Small Company Value Fund changed its name to MainStay U.S. Small Cap Fund, effective October 30, 2009.

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ECLIPSE FUNDS INC.

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Eclipse Funds Inc. is an open-end management investment company (or mutual fund), incorporated as a Maryland corporation on September 21, 1990.

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The authorized capital stock of Eclipse Funds Inc. consists of 30.8 billion shares of common stock, with a par value of $0.01 per share. Establishment and offering of additional portfolios will not alter the rights of the Fund's shareholders. When issued, shares are fully paid, non-assessable, redeemable, and freely transferable subject to any limitations set forth in the MainStay High Yield Opportunities Fund's Prospectus and this SAI.

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The following organizational changes have occurred since January 1, 2006:

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  • MainStay Retirement Funds and the MainStay 130/30 Funds commenced operations on June 29, 2007;

  • MainStay All Cap Value Fund merged into MainStay ICAP Equity Fund of ICAP Funds, Inc. on July 26, 2007;

  • MainStay Large Cap Opportunity Fund was closed to new purchases on September 28, 2008 and liquidated on October 30, 2008;

  • MainStay All Cap Growth changed its name to MainStay Epoch U.S. All Cap Fund effective October 16, 2009;

  • MainStay 130/30 High Yield Fund changed its name to MainStay High Yield Opportunities Fund effective February 26, 2010; and

  • Effective February 26, 2010, each Fund that was a series of Eclipse Funds Inc., except the MainStay High Yield Opportunities Fund, merged into a corresponding "shell" series of MainStay Funds Trust.

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MAINSTAY FUNDS TRUST

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MainStay Funds Trust is an open-end management investment company (or mutual fund) formed as a Delaware statutory trust on April 28, 2009.

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MainStay Funds Trust has an unlimited authorized number of shares or beneficial interest that may, without shareholder approval, be divided by the Board into any number of portfolios or classes of shares, subject to the requirements of the 1940 Act. When issued, shares of the MainStay Funds Trust are fully paid, non-assessable, redeemable, and freely transferrable, subject to any limitations set forth in each Fund's Prospectus and this SAI.

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The following organizational changes have occurred since inception:

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  • MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund and MainStay Epoch U.S. Equity Fund commenced operations on November 18, 2009;

  • Effective January 1, 2010, the fiscal year end changed from December 31 to October 31;

  • Effective February 26, 2010, each Fund that was a series of ICAP Funds, Inc. or Eclipse Funds Inc., except the MainStay High Yield Opportunities Fund, merged into a corresponding "shell" series of MainStay Funds Trust; and

  • MainStay High Yield Municipal Bond Fund commenced operations on March 30, 2010.

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THE MAINSTAY FUNDS

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The MainStay Funds is an open-end management investment company (or mutual fund) formed as a Massachusetts business trust on January 9, 1986.

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The MainStay Funds has an unlimited authorized number of shares or beneficial interest that may, without shareholder approval, be divided by the Board into any number of portfolios or classes of shares, subject to the requirements of the 1940 Act. When issued, shares of The MainStay Funds are fully paid, non-assessable, redeemable, and freely transferable, subject to any limitations set forth in each Fund's Prospectus and this SAI.

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The following organizational changes have occurred since January 1, 2006 :

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  • MainStay Principal Preservation Fund and MainStay Institutional Bond Fund each commenced operations on November 28, 2007;

  • MainStay Total Return Fund changed its name to the MainStay Income Builder Fund effective as of the close of business October 16, 2009;

  • MainStay Small Cap Value Fund merged into MainStay Small Cap Opportunity, a series of Eclipse Trust, effective February 13, 2009;

  • MainStay Institutional Bond Fund merged into MainStay Intermediate Term Bond Fund, a series of Eclipse Funds Inc., effective October 16, 2009;

  • MainStay Value Fund merged into MainStay ICAP Select Equity Fund, a series of ICAP Funds, Inc., effective as of the close of business November 12, 2009;

  • MainStay Mid Cap Growth Fund merged into MainStay Large Cap Growth Fund, effective as of the close of business November 12, 2009;

  • MainStay Mid Cap Value Fund merged into MainStay ICAP Select Equity Fund, a series of ICAP Funds, Inc., effective as of the close of business November 24, 2009;

  • MainStay Small Cap Growth Fund merged into MainStay Small Company Value Fund, a series of Eclipse Trust, effective as of the close of business November 24, 2009;

  • MainStay Capital Appreciation Fund merged into MainStay Growth Equity Fund, a series of Eclipse Funds Inc., effective as of the close of business November 24, 2009; and

  • MainStay Diversified Income Fund changed its name to the MainStay Flexible Bond Opportunities Fund effective February 28, 2011.

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VOTING RIGHTS

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Shares entitle their holders to one vote per share; however, separate votes will be taken by each Fund or class on matters affecting an individual Fund or a particular class of shares issued by a Fund. Shares have noncumulative voting rights, which means that holders of more than 50% of the shares voting for the election of Board Members can elect all Trustees and, in such event, the holders of the remaining shares voting for the election of Board Members will not be able to elect any person or persons as Board Members. Shares have no preemptive or subscription rights and are transferable.

SHAREHOLDER AND BOARD MEMBER LIABILITY

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Under certain circumstances, shareholders of the Funds may be held personally liable as partners under Massachusetts law for obligations of Eclipse Trust and The MainStay Funds, respectively. The respective Declarations of Trust each contain an express disclaimer of shareholder liability for acts or obligations of the respective Trusts. Notice of such disclaimer will normally be given in each agreement, obligation or instrument entered into or executed by the respective Trust or the Board Members. The Declarations of Trust provides for indemnification by the relevant Fund for any loss suffered by a shareholder as a result of an obligation of the Fund. The Declarations of Trust also provide that the MainStay Funds and Eclipse Trust, respectively, shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the respective Trust and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a Fund would be unable to meet its obligations. The Board Members believe that, in view of the above, the risk of personal liability of shareholders is remote.

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The Declarations of Trust for Eclipse Trust and The MainStay Funds further provide that the Board Members will not be liable for errors of judgment or mistakes of fact or law, but nothing in the Declarations of Trust protects a Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

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The Delaware Statutory Trust Act provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of Delaware corporations, and the Declaration of Trust further provides that no shareholder of the MainStay Funds Trust shall be personally liable for the obligations of the MainStay Funds Trust or of any series or class thereof except by reason of his or her own acts or conduct. The Declaration of Trust also provides for indemnification out of the assets of the applicable series of the MainStay Funds Trust of any shareholder or former shareholder held personally liable solely by reason of his or her being or having been a shareholder. The Declaration of Trust also provides that the MainStay Funds Trust may, at its option, assume the defense of any claim made against any shareholder for any act or obligation of the MainStay Funds Trust, and shall satisfy any judgment thereon, except with respect to any claim that has been settled by the shareholder without prior written notice to, and consent of, the MainStay Funds Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered to be extremely remote.

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The Declaration of Trust states further that no Trustee or officer of the MainStay Funds Trust, when acting in such capacity, shall be personally liable to any person other than the MainStay Funds Trust or its shareholders for any act, omission or obligation of the MainStay Funds Trust or any Trustee or officer of the MainStay Funds Trust. The Declaration of Trust further provides that a Trustee or officer of the MainStay Funds Trust shall not be personally liable for any act or omission or any conduct whatsoever in his capacity as Trustee or officer, provided that this does not include liability to the MainStay Funds Trust or its shareholders to which the Trustee or officer would otherwise by subject by reason of such Trustee's or officer's willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee or officer.

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REGISTRATION STATEMENTS

This SAI and the Prospectuses do not contain all the information included in the registration statements filed with the SEC under the 1933 Act, as amended with respect to the securities offered hereby, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statements, including the exhibits filed therewith, may be examined at the offices of the SEC in Washington, D.C.

Statements contained herein and in the Prospectus as to the contents of any contract or other documents referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other documents filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP, 1601 Market Street, Philadelphia, Pennsylvania 19103-2499 has been selected as the independent registered public accounting firm for the MainStay Group of Funds. KPMG examines the financial statements of the Funds and provides other audit, tax, and related services as pre-approved by the Audit Committee.

TRANSFER AGENT

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NYLIM Service Company, an affiliate of the Manager, serves as the transfer agent and dividend disbursing agent for the Funds. NYLIM Service Company has its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054. Pursuant to its Transfer Agency and Service Agreements with the Funds dated October 1, 2008, NYLIM Service Company provides transfer agency services, such as the receipt of purchase and redemption orders, the receipt of dividend reinvestment instructions, the preparation and transmission of dividend payments and the maintenance of various records of accounts. The Funds pay NYLIM Service Company fees in the form of per account charges, as well as out-of-pocket expenses and advances incurred by NYLIM Service Company. NYLIM Service Company has entered into a Sub-Transfer Agency and Service Agreement with BFDS located at 2 Heritage Drive, N. Quincy, Massachusetts 02171 and pays to BFDS per account, and transaction fees and out-of-pocket expenses for performing certain transfer agency and shareholder recordkeeping services. In connection with providing these services, BFDS deposits cash received in connection with mutual fund transactions in demand deposit accounts with State Street and retains the interest earnings generated from these accounts.

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BFDS will perform certain of the services for which MainStay Funds is responsible. In addition, the Funds or MainStay Funds may contract with other service organizations, including affiliates of MainStay Funds and broker/dealers and other financial institutions, which will establish a single omnibus account for their clients with the Funds. The service organizations will provide shareholder services to the shareholders within the omnibus accounts and receive service fees for those services from the Funds.

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NYLIM Service Company has entered into arrangements with certain intermediary firms that maintain omnibus accounts with the Funds, including New York Life Retirement Plan Services, to compensate those firms for providing recordkeeping and administrative transaction processing services with respect to beneficial owners of Fund shares held through such omnibus accounts.

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NYLIM Service Company fees and expenses are charged to the Funds based on the number of accounts being serviced. Although the fees and expenses charged on this basis are generally in line with the average of other fund complexes, certain Funds or classes have smaller average account sizes than the mutual fund industry average. As a result, when expressed as a percentage of assets, the transfer agent fees and expenses and gross total operating expenses of those Funds or classes may be relatively higher than industry average. The Funds may, from time to time, consider and implement measures intended to increase average shareholder account size and/or reduce the Funds' transfer agent fees and expenses, in addition to the imposition of a small account fee.

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SUB-ADMINISTRATOR

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State Street, One Lincoln Street, Boston, Massachusetts 02111-2900 provides sub-administration and sub-accounting services to the Funds pursuant to an agreement with New York Life Investments. These services include calculating daily NAVs of the Funds, maintaining general ledger and subledger accounts for the calculation of the Funds' respective NAVs, and assisting New York Life Investments in conducting various aspects of the Funds' administrative operations. For providing these services to the Funds, State Street is compensated by New York Life Investments.

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CUSTODIAN

State Street, One Lincoln Street, Boston, Massachusetts 02111-2900, serves as custodian of the cash and securities of the Funds and has subcustodial agreements for holding such Funds' foreign assets. For providing these services, State Street is compensated by the Funds.

LEGAL COUNSEL

Legal advice regarding certain matters relating to the federal securities laws is provided by Dechert LLP, 1775 I Street, N.W., Washington, District of Columbia 20006.

CONTROL PERSONS AND BENEFICIAL SHARE OWNERSHIP OF THE FUNDS

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The following table sets forth information concerning beneficial and record ownership, as of January 31, 2011, of the Funds' shares by each person who beneficially or of record owned more than 5% of the voting securities of any class of any Fund. The table also sets forth information concerning beneficial and record ownership, as of January 31, 2011 of the Funds' shares by each person who beneficially or of record owned more than 25% of the voting securities of any Fund.

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NAME OF FUND

TITLE OF CLASS

NAME AND ADDRESS OF BENEFICIAL OWNER

NUMBER OF BENEFICIAL OWNERSHIP SHARES

PERCENTAGE OF CLASS

MAINSTAY COMMON STOCK FUND

CLASS A

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

122,765.9040

 

11.11%

 

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

12,042.0990

 

9.60%

 

THERESA COLLINS USUFRUCT
JAMES N COLLINS & GENE M COLLINS
KAREN T & JOHN W COLLINS NAKED OWNERS
4006 WALNUT DRIVE
NEW IBERIA LA 70563-3342

13,295.1730

 

10.60%

 

CLASS I

MAINSTAY RETIREMENT -- 2030 FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

1,489,685.0230

 

6.53%

 

NEW YORK LIFE INSURANCE COMPANY
MAINSTAY GROWTH ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

1,692,158.7540

 

7.42%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

2,559,256.5860

 

11.22%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE GROWTH ALLOC FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAY YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

2,440,904.8850

 

10.70%

 

BENESYS ADMIN. BOARD OF TRUSTEES
TRUST IND CARPENT. & PRECAST PENSION FUND
1731 TECHNOLOGY DRIVE, SUITE 570
SAN JOSE, CA 95110-1326

1,142,808.5630

 

5.01%

 

NFS LLC FEBO
STATE STREET BANK TRUST COMPANY
TTEE VARIOUS RETIREMENT PLANS
440 MAMARONECK AVENUE
HARRISON NY 10528-2418

1,786,989.4290

 

7.83%

 

SEI PRIVATE TRUST COMPANY
C/O M&T BANK (ID 337)
ATTN: MUTUAL FUNDS
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456-9989

1,540,859.6430

 

6.76%

 

MAINSTAY CONVERTIBLE FUND

CLASS A

CITIGROUP GLOBAL MARKETS INC
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

2,188,635.1860

 

8.38%

 

CLASS B

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T96
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

295,292.0590

 

8.50%

 

CLASS C

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

574,865.1680

 

9.48%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

1,535,427.7820

 

25.32%

 

CITIGROUP GLOBAL MARKETS INC
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

779,935.2450

 

12.86%

 

CLASS I

ATTN: MUTUAL FUNDS ADMINISTRATOR
C/O FROST BANK (ID 390)
SEI PRIVATE TRUST COMPANY
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456-9989

6,225,059.7290

 

35.38%

 

MAC & CO
ATTN: MUTUAL FUND OPS
P.O. BOX 3198
PITTSBURGH PA 15230-3198

4,894,338.5580

 

27.82%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

1,246,920.1890

 

7.09%

 

MAINSTAY DIVERSIFIED INCOME FUND

CLASS A

NYLIFE DISTRIBUTORS INC.
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

1,194,652.7280

 

8.75%

 

CLASS B

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T90
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

148,445.7420

 

6.99%

 

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

706,988.5690

 

20.02%

 

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

305,308.3180

 

8.65%

 

CLASS I

NEW YORK LIFE INSURANCE COMPANY
MSVP CONS. ALLOCATION FUND (57200)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAY YOON
NEW YORK NY 10010-1603

537,875.1920

 

13.37%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE ALLOCATION FUND (57220)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

545,885.4010

 

13.57%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE GROWTH ALLOC (57230)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

259,289.9570

 

6.45%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

455,771.5100

 

11.33%

 

NEW YORK LIFE INSURANCE COMPANY
MS CONSERVATIVE ALLOCATION FUND
C/O MAGGIE GOODMAN
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

330,036.4640

 

8.21%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE GROWTH ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAY YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

206,132.2180

 

5.13%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

846,284.5820

 

21.04%

 

PRUDENTIAL INVESTMENT MGMT SERVICE
FBO MUTUAL FUND CLIENTS
100 MULBERRY STREET
3 GATEWAY CENTER, FLOOR 11
MAIL STOP NJ 05-11-20
NEWARK NJ 07102-4000

306,766.2810

 

7.63%

 

MAINSTAY EPOCH GLOBAL CHOICE

CLASS A

WELLS FARGO BANK, NA
FBO CHARLENE ZIDELL INVESTMENT A/C
P.O. BOX 1533
MINNEAPOLIS MN 55480-1533

6,221.3520

 

5.10%

 

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

8,079.6990

 

6.62%

 

PRUDENTIAL INVESTMENT MGMT SERVICE
FBO MUTUAL FUND CLIENTS
100 MULBERRY STREET
3 GATEWAY CENTER, FLOOR 11
MAIL STOP NJ 05-11-20
NEWARK NJ 07102-4000

36,556.5280

 

29.97%

 

CHARLES SCHWAB & CO INC.
ATTN: MUTUAL FUNDS
DEPT TEAM M 333/08-402
101 MONTGOMERY STREET

15,445.1210

 

12.66%

 

BARCLAYS CAPITAL INC.
70 HUDSON STREET, 7TH FLOOR
JERSEY CITY NJ 07302-4585

9,528.1310

 

7.81%

 

CLASS C

ALISON KELLEY
TOD REGISTRATION ON FILE
1222 N AVE G
SHINER TX 77984-5246

173.2500

 

5.99%

 

NEW YORK LIFE TRUST COMPANY
CUSTODY FOR THE IRA OF WILLIAM B LEASE
1133 CLUB DRIVE
JOHNSTOWN PA 15905-1906

277.9710

 

9.60%

 

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

1,876.2140

 

64.82%

 

AMERITRADE INC.
P.O. BOX 2226
OMAHA NE 68103-2226

188.8770

 

6.53%

 

NFS LLC
FEBO NFS/FMTC IRA FBO GINGER B OSIEK
2201 CAINS LANE
MANSFIELD TX 76063-7604

177.6830

 

6.14%

 

CLASS I

TIEDEMANN TRUST COMPANY
ATTN: TRUST DEPARTMENT
1201 N MARKET STREET, SUITE 1406
WILMINGTON DE 19801-1163

179,400.2710

 

5.15%

 

BECKWITH INVESTMENT LTD PARTNERSHIP
2790 MOSSIDE BOULEVARD, SUITE 610
MONROEVILLE PA 15146-2757

175,765.1160

 

5.04%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP CONS. ALLOCATION FUND (57200)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

281,884.1990

 

8.09%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE ALLOCATION (57220)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

399,990.9710

 

11.48%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE GROWTH ALLOC (57230)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

438,874.6760

 

12.60%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

293,865.6230

 

8.43%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE GROWTH ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAY YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

277,648.1390

 

7.97%

 

INVESTOR CLASS

GEORGE T GRAHAM, CNSV
FBO JESSE R GRAHAM
407 WEST CAMBRIA STREET
NEWCASTLE WY 82701-2001

813.8020

 

7.41%

 

ARTHUR W REYNOLDS
4347 LARKSPUR LANE
CHINO CA 91710-5024

620.1280

 

5.65%

 

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

1,877.9520

 

17.10%

 

NEW YORK LIFE TRUST COMPANY
CUSTODY FOR THE IRA OF JAMES P KAMERER
306 BEECHWOOD BOULEVARD
BUTLER PA 16001-1607

648.9290

 

5.91%

 

MAINSTAY EPOCH GLOBAL EQUITY YIELD

CLASS A

NATIONWIDE TRUST COMPANY, FSB
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029

1,056,957.1330

 

16.59%

 

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

599,712.6600

 

9.42%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T81
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

754,343.0050

 

11.84%

 

CLASS C

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

106,013.3460

 

11.20%

 

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

265,941.7700

 

28.09%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97YK8
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

338,397.2860

 

35.74%

 

CLASS I

CHARLES SCHWAB & CO., INC.
ATTN: MUTUAL FUNDS
DEPT TEAM M 333/08-402
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4151

6,776,470.2960

 

23.15%

 

GENWORTH FINANCIAL TRUST COMPANY
FBO GENWORTH FIN. WEALTH MANAGEMENT
MUTUAL CLIENTS & FBO CUSTODIAL CLIENTS
3200 NORTH CENTRAL AVENUE, FLOOR 7
PHOENIX AZ 85012-2468

12,603,989.6270

 

43.06%

 

INVESTOR CLASS

DALE & JACQUELINE PECK FAMILY TRUST
JACQUELINE C PECK TTEE UA DTD 05/05/2006
22662 FERNWOOD STREET
LAKE FOREST CA 92630-3609

3,203.7620

 

9.21%

 

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

1,932.2020

 

5.56%

 

MAINSTAY EPOCH INTERNATIONAL SMALL CAP

CLASS A

NATIONWIDE TRUST COMPANY, FSB
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029

58,709.5470

 

14.37%

 

CLASS C

NFS LLC FEBO
MYRA M FRIEDMAN TTEE
MYRA M FRIEDMAN REVOCABLE TRUST
2816 SILVERLEAF LANE
NAPLES FL 34105-3032

10,915.5780

 

11.92%

 

NFS LLC FEBO
NFS/FMTC IRA - BDA NSPS
LISA J RICKARD
20060 GILMORE ROAD
FREDERICKTOWN OH 43019-9456

4,701.4210

 

5.14%

 

NFS LLC FEBO
MATT EL-KADI
LIBERTY EL-KADI
420 HEIGHTS DRIVE
GIBSONIA PA 15044-6031

4,710.9090

 

5.15%

 

NFS LLC FEBO
NFS/FMTC IRA FBO C LYNNE OSTROW
2017 GLENMARK AVENUE
MORGANTOWN WV 26505-2963

6,747.2290

 

7.37%

 

CLASS I

CHARLES SCHWAB & CO., INC.
ATTN: MUTUAL FUNDS DEPARTMENT
TEAM M 333/08-402
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4151

725,696.0980

 

7.52%

 

GENWORTH FINANCIAL TRUST COMPANY
401K PLAN FBO GENWORTH FIN WEALTH MANAGEMENT & MUTUAL
3200 NORTH CENTRAL AVENUE, FLOOR 7
PHOENIX AZ 85012-2468

5,680,213.0240

 

58.86%

 

SEI PRIVATE TRUST COMPANY
C/O UNION BANK (ID 797)
1 FREEDOM VALLEY DRIVE
OAKS PA 19456-9989

502,780.6590

 

5.21%

 

INVESTOR CLASS

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

1,590.9970

 

5.82%

 

MAINSTAY EPOCH U.S. EQUITY FUND

CLASS A

PRUDENTIAL INVESTMENT MGMT SERVICE
FBO MUTUAL FUND CLIENTS
100 MULBERRY STREET
3 GATEWAY CENTER, FLOOR 11
MAIL STOP NJ 05-11-20
NEWARK NJ 07102-4000

65,427.2470

 

67.67%

 

CLASS C

NEW YORK LIFE TRUST COMPANY
CUST FOR THE IRA OF CLAUDIA A BRANDLEY
14 PHYLLIS ROAD
FOXBORO MA 02035-1516

498.9800

 

17.01%

 

NEW YORK LIFE TRUST COMPANY
CUSTODY FOR THE IRA OF LEA SMITH CLARK
1918 HURRICANE ROAD
NEW MARKET AL 35761-9544

193.8690

 

6.61%

 

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

2,239.8300

 

76.37%

 

CLASS I

ATTN: MUTUAL FUND ADMINISTRATION
C/O ROPES & GRAY (ID 537)
SEI PRIVATE TRUST COMPANY
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456-9989

1,651,668.0090

 

8.56%

 

WELLS FARGO BANK, NA
FBO OMNIBUS ACCOUNT CASH/CASH
P.O. BOX 1533
MINNEAPOLIS MN 55480-1533

3,421,965.8610

 

17.73%

 

INVESTOR CLASS

NEW YORK LIFE TRUST COMPANY
CUSTODY FOR THE IRA OF PAUL L WHITE
7216 MARTIN WRIGHT ROAD
WESTFIELD NY 14787-9606

508.0670

 

5.35%

 

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

2,248.3970

 

23.67%

 

MYA INC. PROFIT SHARING PLAN
MYA HARRISON TRUSTEE
P.O. BOX 1805
UPPER MARLBORO MD 20773-1805

514.0810

 

5.41%

 

NEW YORK LIFE TRUST COMPANY
CUSTODY FOR THE IRA OF JAMES P KAMERER
306 BEECHWOOD BOULEVARD
BUTLER PA 16001-1607

732.5580

 

7.71%

 

NEW YORK LIFE TRUST COMPANY
CUSTODY FOR THE IRA OF WILFRED LAKE
334 BROWN STREET
TEWKSBURY MA 01876-4144

649.4720

 

6.84%

 

MAINSTAY GLOBAL HIGH INCOME FUND

CLASS A

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

790,558.6140

 

6.52%

 

CLASS C

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

475,538.9540

 

6.47%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

2,125,006.4030

 

28.90%

 

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

1,036,013.3980

 

14.09%

 

CLASS I

NEW YORK LIFE INSURANCE COMPANY
MAINSTAY VP MODERATE ALLOCATION (57220)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

200,974.5900

 

5.17%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

1,953,921.6520

 

50.26%

 

MAINSTAY RETIREMENT 2030 FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

310,773.3840

 

7.99%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP CONS. ALLOCATION FUND (57200)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

203,767.0650

 

5.24%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE GROWTH ALLOC (57230)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

200,574.2080

 

5.16%

 

MAINSTAY GOVERNMENT FUND

CLASS A

SUPPLEMENTAL INCOME PLAN TRUST FUND
P.O. BOX 8338
BOSTON MA 02266-8338

4,100,272.4080

 

20.08%

 

CLASS B

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T88
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

189,054.6540

 

5.05%

 

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

384,927.4880

 

12.28%

 

CHARLES SCHWAB & CO., INC.
SPECIAL CUSTODY ACCOUNT
FBO CUSTOMERS
ATTN: MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4151

221,981.1690

 

7.08%

 

CLASS I

RELIANCE TRUST COMPANY
FBO OVID BELL PRESS RETIREMENT PLAN
P.O. BOX 48529
ATLANTA GA 30362-1529

21,694.5220

 

6.48%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

64,561.1610

 

19.29%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
ATTN: HEATHER ALLEN
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

235,880.4100

 

70.49%

 

MAINSTAY HIGH YIELD CORPORATE BOND FUND

CLASS B

CITIGROUP GLOBAL MARKETS, INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

3,157,199.1960

 

5.21%

 

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97YK8
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

21,213,995.3910

 

18.19%

 

CITIGROUP GLOBAL MARKETS, INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

13,962,993.3240

 

11.97%

 

CLASS I

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

49,376,833.7180

 

15.61%

 

PRUDENTIAL INVESTMENT MGMT SERVICE
FBO MUTUAL FUND CLIENTS
100 MULBERRY STREET
3 GATEWAY CENTER, FLOOR 11
MAIL STOP NJ 05-11-20
NEWARK NJ 07102-4000

77,175,946.1700

 

24.40%

 

MCWOOD & COMPANY
P.O. BOX 29522
RALEIGH NC 27626-0522

17,498,735.3090

 

5.53%

 

CLASS R2

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T81
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

131,110.7730

 

7.92%

 

STATE STREET BANK & TRUST
FBO ADP/MORGAN STANLEY DEAN WITTER
(401 K PRODUCT)
105 ROSEWOOD AVENUE
WESTWOOD MA 02090

314,696.9470

 

19.01%

 

TD AMERITRADE TRUST COMPANY
CO # 00L71
P.O. BOX 17748
DENVER CO 80217-0748

329,112.7890

 

19.88%

 

MG TRUST COMPANY
CUSTODY FBO TOWN OF NATICK
457 DEFERRED COMP. (401K)
700 17TH STREET, SUITE 300
DENVER CO 80202-3531

86,596.2110

 

5.23%

 

MAINSTAY HIGH YIELD MUNICIPAL BOND

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97YK8
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

252,367.9800

 

32.82%

 

CLASS I

NEW YORK LIFE INVESTMENT MANAGEMENT
ATTN: AL LEIER
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

4,023,564.8860

 

90.01%

 

INVESTOR CLASS

DARYL D MONASMITH
843 BLAKE STREET
WRAY CO 80758-2206

3,301.7360

 

5.06%

 

MAINSTAY INCOME BUILDER FUND

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

133,306.1140

 

19.20%

 

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

43,923.4180

 

6.33%

 

CLASS I

NEW YORK LIFE PROG-SHARING
INVESTMENT PLAN PROGRAM
C/O MARIA MAUCERI
51 MADISON AVENUE, ROOM 511
NEW YORK, NY 10010-1603

4,341,862.7740

 

41.82%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
ATTN: HEATHER ALLEN
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

4,248,481.7750

 

40.92%

 

MAINSTAY INTERNATIONAL EQUITY FUND

CLASS A

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

543,041.7690

 

6.52%

 

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

225,535.2380

 

13.88%

 

CITIGROUP GLOBAL MARKETS, INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

254,055.6460

 

15.63%

 

CLASS I

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
ATTN: HEATHER ALLEN
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

1,948,532.8360

 

8.27%

 

NEW YORK LIFE PROG-SHARING
INVESTMENT PLAN PROGRAM
C/O MARIA MAUCERI
51 MADISON AVENUE, ROOM 511
NEW YORK NY 10010-1603

4,436,569.4910

 

18.82%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE GROWTH ALLOCATION FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON WANEY/JAE YOON
NEW YORK LIFE INVESTMENT MANAGEMENT
NEW YORK NY 10010-1603

1,441,693.4340

 

6.12%

 

CLASS R1

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

360,273.5650

 

71.46%

 

WILMINGTON TRUST
RISC TTEE FBO ORTHOFIX INTERNATIONAL FUND OF FUNDS
P.O. BOX 52129
PHOENIX AZ 85072-2129

52,866.1520

 

10.49%

 

VRSCO FBO AIGFSB CUSTODIAN TRUSTEE
FBO KEN-CREST SERVICES (403B)
2929 ALLEN PARKWAY, A6-20
HOUSTON TX 77019-7117

26,279.6990

 

5.21%

 

CLASS R2

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

155,433.6930

 

14.15%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

315,225.0270

 

28.69%

 

FIIOC FBO PYROMATION (401K)
100 MAGELLAN WAY -- KWIC
COVINGTON KY 41015-1987

103,649.1580

 

9.43%

 

FRONTIER TRUST COMPANY
FBO THE FEDELI GROUP, INC.
PROFIT SHARING 209126
P.O. BOX 10758
FARGO ND 58106-0758

68,451.9120

 

6.23%

 

CLASS R3

JOSEPH HINES
FBO DECIMET SALES, INC. (401K)
PROFIT SHARING PLAN & TRUST
14200 JAMES ROAD
ROGERS MN 55374-9479

11,319.5300

 

12.93%

 

THOMAS CASALE
FBO CASALES AUTO BODY, INC. (401K)
PROFIT SHARING PLAN & TRUST
2741 HARTFORD AVENUE
JOHNSTON RI 02919-1617

6,459.3990

 

7.38%

 

CHRISTOPHER WRIGHT
FBO AFFTON TRUCKING CO., INC. (401K)
PROFIT SHARING PLAN & TRUST
420 GIMBLIN ROAD
SAINT LOUIS MO 63147-2310

12,539.7690

 

14.32%

 

FRONTIER TRUST COMPANY
FBO WATSON FAMILY DENTISTRY
P.O. BOX 10758
FARGO ND 58106-0758

4,940.5540

 

5.64%

 

MG TRUST COMPANY
CUSTODY FBO WAGNER OIL (DUES) (401K)
700 17TH STREET, SUITE 300
DENVER CO 80202-3531

4,421.1040

 

5.05%

 

FRONTIER TRUST COMPANY
FBO UNITED STATES BEVERAGE, LLC. (401K)
P.O. BOX 10758
FARGO ND 58106-0758

4,831.2160

 

5.52%

 

FRONTIER TRUST COMPANY
FBO VALERIO DEWALT TRAIN ASSOC., INC.
P.O. BOX 10758
FARGO ND 58106-0758

4,851.1840

 

5.54%

 

MAINSTAY LARGE CAP GROWTH FUND

CLASS A

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

37,907,066.2590

 

22.66%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T81
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

12,177,616.7970

 

7.28%

 

CITIGROUP GLOBAL MARKETS, INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

20,023,863.0950

 

11.97%

 

PFPC INC. AS AGENT
PFPC TRUST COMPANY
FBO HILLIARD LYONS MS F4-F760-1A-8
KING OF PRUSSIA PA 19406-1212

12,355,740.1010

 

7.39%

 

CLASS B

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

1,209,732.6900

 

9.57%

 

CLASS C

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

2,520,310.7870

 

5.71%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97YK8
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

29,181,753.3030

 

66.10%

 

CLASS I

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

96,845,816.6250

 

18.52%

 

CITIGROUP GLOBAL MARKETS, INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

47,793,191.1010

 

9.14%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054

34,046,816.9920

 

6.51%

 

NFS LLC FEBO -- FIIOC AS AGENT FOR
QUALIFIED EMPLOYEE BENEFIT PLANS (401K)
FINOPS-IC FUNDS
100 MAGELLAN WAY -- KW1C
COVINGTON KY 41015-1987

32,275,200.4810

 

6.17%

 

CLASS R1

CHARLES SCHWAB & CO., INC.
SPECIAL CUSTODY A/C FOR BNFT CUST
C/O STEVEN SEARS -- ATTN: MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104

8,327,367.2810

 

12.30%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

3,518,588.6630

 

5.20%

 

WELLS FARGO BANK, NA
FBO RETIREMENT PLAN SERVICES
P.O. BOX 1533
MINNEAPOLIS MN 55480-1533

3,888,658.7920

 

5.74%

 

NFS LLC FEBO -- FIIOC AS AGENT
FOR QUALIFIED EMPLOYEE BENEFIT PLANS (401K)
FINOPS-IC FUNDS
100 MAGELLAN WAY -- KW1C
COVINGTON KY 41015-1987

22,973,295.9810

 

33.92%

 

JP MORGAN CHASE BANK
TRUSTEE-TIAA CREF RETIREMENT PLANS
1 CHASE MANHATTAN PLAZA, FLOOR 19
NEW YORK NY 10005-1401

7,537,241.3410

 

11.13%

 

CLASS R2

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T89
JACKSONVILLE FL 32246-6484

11,269,961.0450

 

32.09%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
ATTN: HEATHER ALLEN
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

4,045,936.8250

 

11.52%

 

STATE STREET BANK & TRUST
FBO ADP/MORGAN STANLEY DEAN WITTER (401 K PRODUCT)
105 ROSEWOOD AVENUE
WESTWOOD MA 02090

2,725,365.6030

 

7.76%

 

JP MORGAN CHASE BANK AS TRUSTEE
FBO REPUBLIC NATL DISTRIBUTING CO., LLC (401K)
C/O JP MORGAN RPS -- 5500 TEAM
9300 WARD PARKWAY
KANSAS CITY, MO 64114-3317

3,888,944.7020

 

11.07%

 

CLASS R3

PIMS/PRUDENTIAL RETIREMENT AS NOMINEE
FOR THE TRUSTEE/CUST PL 763
SWISSPORT NORTH AMERICA, INC.
45025 AVIATION DRIVE, SUITE 350
DULLES VA 20166-7526

861,069.1540

 

9.57%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T89
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

2,658,356.4450

 

29.53%

 

ING LIFE INSURANCE AND ANNUITY COMPANY
1 ORANGE WAY
WINDSOR CT 06095-4773

638,943.9970

 

7.10%

 

STATE STREET CORPORATION AND/OR CUSTODIAN
FBO ADP ACCESS
1 LINCOLN STREET
BOSTON MA 02111-2901

1,047,915.3340

 

11.64%

 

INVESTOR CLASS

PIMS/PRUDENTIAL RETIREMENT AS NOMINEE
FOR THE TRUSTEE/CUST PL 006
FRESH START BAKERIES
145 S STATE COLLEGE BOULEVARD, SUITE 200
BREA CA 92821-5806

800,442.3950

 

5.77%

 

MAINSTAY MAP FUND

CLASS A

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

733,444.4020

 

6.28%

 

CLASS C

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T89
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

1,167,047.5870

 

20.82%

 

CITIGROUP GLOBAL MARKETS INC.
ATTN: PETER BOOTH, 7TH FLOOR
333 WEST 34TH STREET
NEW YORK NY 10001-2402

666,906.6070

 

11.90%

 

CLASS I

NEW YORK LIFE PROG-SHARING
INVESTMENT PLAN PROGRAM
C/O MARIA MAUCERI
51 MADISON AVENUE, ROOM 511
NEW YORK NY 10010-1603

2,191,128.0340

 

8.36%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE ALLOCATION (57220)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAE YOON
NEW YORK NY 10010-1603

1,343,147.2290

 

5.12%

 

NEW YORK LIFE INSURANCE COMPANY
MSVP MODERATE GROWTH ALLOC (57230)
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAY YOON
NEW YORK NY 10010-1603

2,053,672.8180

 

7.83%

 

NEW YORK LIFE INSURANCE COMPANY
MS MODERATE GROWTH ALLOC FUND
51 MADISON AVENUE, FLOOR 11
ATTN: JON SWANEY/JAY YOON
NEW YORK LIFE INVESTMENT MGMT
NEW YORK NY 10010-1603

1,424,490.4300

 

5.43%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

6,917,994.8470

 

26.38%

 

CLASS R1

RELIANCE TRUST COMPANY
CUSTODIAN FBO MID HUDSON VALLEY FEDERAL CREDIT UNION (401K)
P.O. BOX 48529
ATLANTA GA 30362-1529

11,147.9990

 

47.66%

 

CHARLES SCHWAB & COMPANY, INC.
ATTN: MUTUAL FUND DEPARTMENT
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4151

5,735.3970

 

24.52%

 

MCB TRUST SERVICES
CUST FBO BARRY J CAZAUBON, DDS
700 17TH STREET, SUITE 300
DENVER CO 80202-3531

2,206.0270

 

9.43%

 

COUNSEL TRUST DBA MATC
FBO HERITAGE ENGINEERING LLC (401K)
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH PA 15222-4228

2,335.6530

 

9.98%

 

CLASS R2

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

85,157.3340

 

10.64%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

276,768.7550

 

34.59%

 

FIIOC FBO BAKERCORP
PROFIT SHARING & RETIREMENT PLAN -- KWIC
100 MAGELLAN WAY
COVINGTON KY 41015-1987

112,703.9050

 

14.09%

 

PIMS/PRUDENTIAL RETIREMENTAS NOMINEE
FOR THE TTEE/CUST PL 008
MINISTRY HEALTH CARE LEGACY, INC.
11925 WEST LAKE PARK DRIVE, SUITE 100
MILWAUKEE WI 53224-3002

99,927.4920

 

12.49%

 

CLASS R3

STATE STREET BANK & TRUST
FBO ADP/MORGAN STANLEY DEAN WITTER(401K PRODUCT)
105 ROSEWOOD AVENUE
WESTWOOD MA 02090

11,777.8750

 

21.56%

 

MG TRUST COMPANY
CUST FBO LAW OFF. RIPLEY AND ASSOC.
700 17TH STREET, SUITE 300
DENVER CO 80202-3531

2,997.4880

 

5.49%

 

FRONTIER TRUST COMPANY
FBO SCHNELKER ENGINEERING 401(K)
P.O. BOX 10758
FARGO ND 58106-0758

3,505.2790

 

6.42%

 

FRONTIER TRUST COMPANY
FBO DELJO HEATING & COOLING, INC. 401(K)
P.O. BOX 10758
FARGO ND 58106-0758

3,364.0230

 

6.16%

 

FRONTIER TRUST COMPANY
FBO SALEM GIANT EAGLE 401(K)
P.O. BOX 10758
FARGO ND 58106-0758

4,031.5410

 

7.38%

 

FRONTIER TRUST COMPANY
FBO FOUNDERS SERVICE AND MFG CO., INC.
P.O. BOX 10758
FARGO ND 58106-0758

2,778.0720

 

5.09%

 

MG TRUST COMPANY
CUST FBO KENNEDY, WHITE & RIGGS ORTHOPAEDICS (401K)
700 17TH STREET, SUITE 300
DENVER CO 80202-3531

3,977.2480

 

7.28%

 

COUNSEL TRUST DBA MATC
FBO NATSOURCE LLC 401(K)
PROFIT SHARING PLAN & TRUST
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH PA 15222-4228

2,902.9330

 

5.31%

 

FRONTIER TRUST COMPANY
FBO FEIST CABINETS & WOODWORKS, INC.
P.O. BOX 10758
FARGO ND 58106-0758

3,818.7980

 

6.99%

 

MAINSTAY MONEY MARKET FUND

CLASS A

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054-1007

83,316,425.6500

 

27.27%

 

MAINSTAY PRINCIPAL PRESERVATION FUND

CLASS I

MCMORGAN & COMPANY LLC
ATTN: MARK FLANAGAN
1 FRONT STREET, SUITE 500
SAN FRANCISCO CA 94111-5327

17,370,249.9300

 

16.24%

 

NEW YORK LIFE TRUST COMPANY
CLIENT ACCOUNTS
169 LACKAWANNA AVENUE
PARSIPPANY NJ 07054

15,491,382.4800

 

14.48%

 

SEI PRIVATE TRUST COMPANY
C/O UNION BANK OF CALIFORNIA
ATTN: MUTUAL FUNDS
1 FREEDOM VALLEY DRIVE
OAKS PA 19456-9989

15,545,150.7400

 

14.53%

 

MAINSTAY TAX FREE BOND FUND

CLASS A

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T79
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

3,317,132.1730

 

13.08%

 

CLASS C

MORGAN STANLEY SMITH BARNEY
HARBOR SIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311

693,089.6440

 

9.94%

 

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

2,914,467.2030

 

41.79%

 

CITIGROUP GLOBAL MARKETS INC
ATTN: PETER BOOTH, 7TH FLOOR
333 W 34TH STREET
NEW YORK NY 10001-2402

451,260.2410

 

6.47%

 

CLASS I

MERRILL LYNCH PIERCE FENNER & SMITH INC
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION 97T98
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246-6484

1,326,571.9660

 

87.89%

 
</R>
 
 
 

 

PART C. OTHER INFORMATION

ITEM 28. EXHIBITS

a.
Declaration of Trust

 
1.
Certificate of Trust as filed with the State of Delaware on April 28, 2009 – Previously filed as Exhibit (a)(1) to Registrant’s Initial Registration Statement on Form N-1A.*
 
2.
Declaration of Trust dated April 8, 2009 – Previously filed as Exhibit (a)(2) to Registrant’s Initial Registration Statement on Form N-1A.*

b.
By-Laws of the Registrant dated April 8, 2009 – Previously filed as Exhibit (b) to Registrant’s Initial Registration Statement on Form N-1A.*

c.
Instruments Defining Rights of Security Holders

 
1.
The Registrant does not issue Certificates.  See Article III, “Shares,” and Article V, “Shareholders’ Voting Powers and Meetings” of Declaration of Trust of the Registrant.  See Above.  See Article III, “Meetings of Shareholders,” and Article VIII, “Inspection of Records and Reports” of Registrant’s Bylaws.  See Above.*

d.
Investment Advisory Contracts

 
1.
Management Agreement between the Registrant and New York Life Investment Management LLC dated November 10, 2009 – Filed herewith
 
a.
Amendment dated February 26, 2010 – Filed herewith
 
b.
Amendment dated March 30, 2010 – Filed herewith
 
c.
Amendment dated August 1, 2010 – Filed herewith
 
2.
Subadvisory Agreement between New York Life Investment Management LLC and Epoch Investment Partners, Inc. dated June 29, 2009 – Filed herewith
 
a.
Amendment dated November 10, 2009  – Filed herewith
 
b.
Amendment dated November 20, 2009 – Filed herewith
 
3.
Subadvisory Agreement between New York Life Investment Management LLC and MacKay Shields LLC dated February 26, 2010 – Filed herewith
 
a.
Amendment dated March 30, 2010 – Filed herewith
 
4.
Subadvisory Agreement between New York Life Investment Management LLC and Madison Square Investors LLC dated February 26, 2010 – Filed herewith
 
5.
Subadvisory Agreement between New York Life Investment Management LLC and Institutional Capital LLC dated February 26, 2010 – Filed herewith
 
a.
Amendment dated August 1, 2010 – Filed herewith


e.      Underwriting Contracts

 
1.
Distribution Agreement dated November 10, 2009 between the Registrant and NYLIFE Distributors LLC – Filed herewith
 
a.
Amendment dated October 1, 2010 – Filed herewith
 
2.
Form of Soliciting Dealer Agreement – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*

f.
Bonus or Profit Sharing Contracts – Inapplicable

g.
Custodian Agreements

 
1.
Amended and Restated Master Custodian Agreement with State Street Bank and Trust Company dated January 1, 2011 – Filed herewith 
 
2.
Amended and Restated Master Delegation Agreement with State Street Bank and Trust Company dated January 1, 2011 – Filed herewith 

 
 

 

h.
Other Material Contracts

 
1.
Transfer Agency Agreements

 
a.
Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated October 1, 2008 – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*
 
i.
Amendment dated November 12, 2009  – Filed herewith
 
ii.
Amendment dated November 24, 2009 – Filed herewith
 
iii.
Amendment dated February 26, 2010 – Filed herewith
 
iv.
Amendment dated March 30, 2010 – Filed herewith
 
v.
Amendment dated January 1, 2011 – Filed herewith
 
b.
Sub-Transfer Agency and Service Agreement between NYLIM Service Company LLC and Boston Financial Data Services, Inc. dated October 1, 2005 – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*
 
i.
Amendment dated October 1, 2008 – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*

 
2.
Sub-Accounting and Sub-Administration Agreements

 
a.
Master Fund Sub-Accounting and Sub-Administration Agreement between New York Life Investment Management LLC and Investors Bank & Trust Company dated June 30, 2005 – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*
 
i.
Extension Agreement (with regard to Master Fund Sub-Accounting and Sub-Administration Agreement) between New York Life Investment Management LLC and State Street Bank & Trust Company dated January 31, 2008 – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*

 
3.
Shareholder Service Plans

 
a.
Shareholder Service Plan for Class R1 shares – Filed herewith
 
b.
Shareholder Service Plan for Class R2 shares – Filed herewith
 
c.
Shareholder Service Plan for Class R3 shares – Filed herewith
 
d.
Shareholder Service Plan for Sweep shares – Filed herewith
 
i.
Amendments dated February 26, 2010 to the Shareholder Services Plan for Class R1, R2 and R3 shares – Filed herewith
 
ii.
Amendments dated March 30, 2010 to the Shareholder Services Plan for Class R1, R2 and R3 shares – Filed herewith

 
4.
Indemnification Agreement – Filed herewith

 
5.
Expense Limitation Agreements and Fee Waivers

 
 

 

 
a.
Expense Limitation Agreement dated November 13, 2009 with respect to the MainStay Epoch Funds – Filed herewith
 
b.
Expense Limitation Agreement dated February 26, 2010 for the Funds of the Trust excluding 130/30 Funds – Filed herewith
 
c.
Notice of Fee Waiver dated February 26, 2010 with respect to Retirement & Intermediate Term Bond Funds – Filed herewith
 
d.
Expense Limitation Agreement dated March 30, 2010 with respect to the MainStay High Yield Municipal Bond Fund – Filed herewith
 
e.
Notice of Voluntary Waiver dated April 1, 2010 with respect to Class R1 shares of MainStay ICAP International and MainStay ICAP Equity Funds – Filed herewith
 
f.
Amended and Restated Expense Limitation Agreement dated August 1, 2010 with respect to the 130/30 Funds – Filed herewith

i.
Opinion of counsel – Previously filed with Post-Effective Amendment No. 8 to the Trust’s Registration Statement on March 30, 2010.*

j.
Other Opinions

 
1.
Consent of Independent Registered Public Accounting Firm – Filed herewith

k.
Omitted Financial Statements – Inapplicable

l.
Initial Capital Agreements – Inapplicable

m.
Rule 12b-1 Plan

 
1.
Plan of Distribution Pursuant to Rule 12b-1 for Investor Class shares of Registrant – Filed herewith
 
2.
Plan of Distribution Pursuant to Rule 12b-1 for Class A shares of Registrant – Filed herewith
 
3.
Plan of Distribution Pursuant to Rule 12b-1 for Class B shares of Registrant – Filed herewith
 
4.
Plan of Distribution Pursuant to Rule 12b-1 for Class C shares of Registrant – Filed herewith
 
5.
Plan of Distribution Pursuant to Rule 12b-1 for Class R2 shares of Registrant – Filed herewith
 
6.
Plan of Distribution Pursuant to Rule 12b-1 for Class R3 shares of Registrant – Filed herewith
 
7.
Amendments dated February 26, 2010 to the Class A, B, C, R2 and R3 12b-1 Plans – Filed herewith
 
8.
Amendments dated March 30, 2010 to the Class A, B, C, R2 and R3 12b-1 Plans – Filed herewith

n.
Rule 18f-3 Plan

 
1.
Multiple Class Plan Pursuant to Rule 18f-3 – Filed herewith
 
a.
Amendments dated February 26, 2010 – Filed herewith
 
b.
Amendments dated March 30, 2010 – Filed herewith

o.
Reserved

p.
Codes of Ethics

 
1.
Code of Ethics of Registrant dated December 2010 – Filed herewith
 
2.
Code of Ethics of New York Life Investment Management Holdings LLC dated January 2011 – Filed herewith
 
3.
Code of Ethics of Epoch Investment Partners, Inc. dated September 2009 – Previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on October 30, 2009.*
 
4.
Code of Ethics of MacKay Shields LLC dated November 2009 – Filed herewith
 
5.
Code of Ethics of Institutional Capital LLC dated October 1, 2010 – Filed herewith

Other Exhibits

1.
Powers of Attorney – Filed herewith
_______________
* Incorporated by reference.

 
 

 

  ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 30. INDEMNIFICATION

New York Life Insurance Company maintains Directors & Officers Liability insurance coverage. The policy covers the Directors, Officers, and Trustees of New York Life, its subsidiaries and certain affiliates, including MainStay Funds Trust (the “Registrant”). Subject to the policy's terms, conditions, deductible and retentions, Directors, Officers and Trustees are covered for claims made against them while acting in their capacities as such. The primary policy is issued by Zurich-American Insurance Company, and the excess policies are issued by various insurance companies. The issuing insurance companies may be changed from time to time and there is no assurance that any or all of the current coverage will be maintained by New York Life.

Article VII of Registrant's Declaration of Trust states as follows:

Section 3. Indemnification .

(a)           For purposes of this Section 3 and Section 5 of this Article VII and any related provisions of the By-laws, “Agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person; “Proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

(b)           Subject to the exceptions and limitations contained in this Section, as well as any procedural requirements set forth in the By-Laws:

(i)           every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee or officer, and against amounts paid or incurred by him in the settlement thereof;

(ii)           every Person who is, has been, or becomes an Agent of the Trust may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been an Agent, and against amounts paid or incurred by him in the settlement thereof;

(iii)           every Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any Proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having held such Other Position, and against amounts paid or incurred by him in the settlement thereof;

(c)           Without limitation of the foregoing and subject to the exceptions and limitations set forth in this Section, as well as any procedural requirements set forth in the By-Laws, the Trust shall indemnify each Covered Person who was or is a party or is threatened to be made a party to any Proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act.

 
 

 

(d)           No indemnification shall be provided hereunder to any Person who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (collectively, “Disabling Conduct”) or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust.

(e)           With respect to any Proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the Proceeding was brought, no indemnification shall be provided to a Trustee, officer, Agent or other Person unless there has been a dismissal of the Proceeding by the court or other body before which it was brought for insufficiency of evidence of any Disabling Conduct with which such Trustee, officer, Agent or other Person has been charged or a determination that such Trustee, officer, Agent or other Person did not engage in Disabling Conduct:

(i)           by the court or other body before which the Proceeding was brought;

(ii)           by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the Proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(iii)           by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).

(f)           The Trust’s financial obligations arising from the indemnification provided herein or in the By-Laws (i) may be insured by policies maintained by the Trust; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Person may now or hereafter be entitled; and (iv) shall continue as to a Person who has ceased to be subject to indemnification as provided in this Section as to acts or omissions that occurred while the Person was indemnified as provided herein and shall inure to the benefit of the heirs, executors and administrators of such Person.  Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, may be entitled, and other persons may be entitled by contract or otherwise under law.

(g)           Expenses of a Person entitled to indemnification hereunder in connection with the defense of any Proceeding of the character described in paragraphs (a) and (b) above may be advanced by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 3; provided, however, that either (i) such Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Person will be found entitled to indemnification under Section 3.


Section 5. Insurance .

The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Person entitled to indemnification from the Trust in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity entitling him or her to indemnification hereunder.

In addition, each Trustee has entered into a written agreement with the Registrant pursuant to which the Registrant is contractually obligated to indemnify the Trustees to the fullest extent permitted by law and by the Declaration of Trust and Bylaws of the Registrant.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 
 

 

ITEM 31. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISOR

New York Life Investment Management LLC ("New York Life Investments”) acts as the investment adviser for each series of the following open-end registered management investment companies:  Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, MainStay VP Series Fund, Inc. and The MainStay Funds.

Certain information on each executive officer of New York Life Investments is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Funds for his or her own account or in the capacity of director, officer, partner or trustee. New York Life Investments’ address is 51 Madison Avenue, New York, NY 10010.

NAME
 
POSITION(S) WITH NEW YORK
LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
         
  John Y. Kim
 
Chairman of the Board, Chairman and Chief Executive Officer
 
Executive Vice President and Member of the Executive Management Committee, New York Life Insurance Company; Chairman of the Board , Chairman and Chief Executive Officer, New York Life Investment Management Holdings, LLC; Manager, Member of the Audit Committee and Compensation Committee, Madison Capital Funding LLC, Madison Square Investors LLC, McMorgan & Company LLC, MacKay Shields LLC, NYLCAP Manager LLC and Institutional Capital LLC; Chief Executive Officer, NYLIFE Distributors LLC; Executive Vice President, NYLIFE Insurance Company of Arizona and New York Life Insurance and Annuity Corporation; Trustee of Eclipse Funds, MainStay Funds Trust and the MainStay Funds; Director of Eclipse Funds Inc. and MainStay VP Series Fund, Inc.; Manager of Private Advisors, L.L.C.
         
Theodore A. Mathas
 
Manager; Chairman of the Compensation Committee
 
Chairman and Member of New York Life Foundation; Chairman of the Board, Chairman and President and Chairman of the Executive Committee of New York Life Insurance and Annuity Corporation; Manager and Chairman of the Compensation Committee of New York Life International, LLC; Manager and Chairman of the Compensation Committee of New York Life Investment Management Holdings
 
         
Michael E. Sproule
 
Manager, Chairman of the Audit Committee
 
Director of NYLUK I Company, NYLUK II Company and GreshamMortgage; Manager of New York Life Investment Management Holdings LLC and NYLIFE LLC; Manager, Chairman of the Audit Committee and Member of the Investment Committee of New York Life International, LLC; Director and Member of the Executive Committee and Audit Committee of New York Life Insurance and Annuity Corporation; Executive Vice President, Chief Financial Officer and Member of the Executive Management Committee of New York Life Insurance Company; Manager and Chairman of the Audit Committee of McMorgan & Company LLC, Madison Square Investors LLC; Madison Capital Funding LLC; MacKay Shields LLC and Institutional Capital LLC

 
 

 


NAME
 
POSITION(S) WITH NEW YORK
LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
         
Frank J. Ollari
 
Executive Vice President
 
Executive Vice President of New York Life Investment Management Holdings LLC; Manager and Member of the Audit Committee of NYLCAP Manager LLC; Director of NYLIM Real Estate Inc.; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Manager of Madison Capital Funding LLC
         
Stephen P. Fisher
 
Senior Managing Director; Chief Marketing Officer
 
Manager, President and Chief Operating Officer of NYLIFE Distributors LLC; Chairman of the Board of NYLIM Service Company LLC; President of The Mainstay Funds, Eclipse Funds, Eclipse Funds Inc., Mainstay VP Series Fund, Inc. and MainStay Funds Trust;   Director and Chairman of the Product and Annuity Rate Committees of New York Life Insurance and Annuity Corporation
         
Alison H. Micucci
 
Senior Managing Director
 
Senior Managing Director of NYLIFE Distributors LLC; Director and Member of the Executive, Examining and Audit and Management and Investment Committees of New York Life Trust Company
         
Susan L. Paternoster
 
Senior Managing Director; Head of Information Technology
 
None
         
George S. Shively
 
Senior Managing Director; General Counsel; Secretary
 
Senior Managing Director, General Counsel and Secretary of New York Life Investment Management Holdings LLC; Senior Vice President and Associate General Counsel of New York Life Insurance Company; Assistant Secretary of Institutional Capital LLC; Secretary of MacKay Shields LLC; Assistant Secretary of Madison Capital Funding LLC, Madison Square Investors LLC and McMorgan & Company LLC
         
Jefferson C. Boyce
 
Senior Managing Director
 
Director and Member of the Executive, and Management and Investment Committees of New York Life Trust Company; Senior Managing Director - New York Life Relationship Management of NYLIFE Distributors LLC; Senior Vice President of New York Life Insurance Company; Senior Vice President – Investments of New York Life Foundation
         
Thomas A. Clough
 
Senior Managing Director
 
Chairman of the Board and Member of the Executive Committee and  Examining and Audit Committee and Chairman of the Management and Investment Committee of New York Life Trust Company; Senior Managing Director – Retirement Plan Services of NYLIFE Distributors LLC; Senior Vice President of New York Life Insurance Company
         
Allan Dowiak
 
Senior Managing Director and Head of Human Resources
 
Senior Managing Director and Head of Human Resources of New York Life Investment Management Holdings LLC

 
 

 


NAME
 
POSITION(S) WITH NEW YORK
LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
         
Anthony R. Malloy
 
Senior Managing Director
 
Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Managing Director of New York Life Investment Management Holdings LLC; Manager of NYL Wind Investments LLC; Chairman of the Board, Member of the Audit Committee and Chairman of the Compensation Committee of Madison Capital Funding LLC; Manager of MacKay Shields LLC
         
Donald A. Salama
 
Senior Managing Director and Chief Strategy Officer
 
None
 
         
John E. Schumacher
 
Senior Managing Director
 
Manager and Chairman of NYLCAP Manager LLC; Principal of New York Life Capital Partners II, L.L.C.; Director of NYLCAP Holdings (Mauritius); Chief Executive Officer of New York Life Capital Partners III Genpar GP, LLC; Principal of New York Life Capital Partners L.L.C.; Chief Executive Officer of NYLIM Mezzanine GenPar GP, LLC; Chief Executive Officer of NYLCAP Mezzanine Partners III GenPar GP, LLC;  Sole Director and Chief Executive Officer of NYLCAP III RBG Corp. and NYLCAP III-A RBG Corp.; Manager of NYLIM-JB Asset Management Co. (Mauritius) LLC and Alternate Director of NYLIM- Jacob Ballas Asset Management Co. III LLC
         
Richard C. Schwartz
 
Senior Managing Director
 
Investment Officer of New York Life Trust Company; Senior Vice President of New York Life Insurance Company
         
Thomas M. Haubenstricker
 
Senior Managing Director
 
Manager and Chief Executive Officer of NYLCAP Manager LLC; Principal of New York Life Capital Partners, LLC and New York Life Capital Partners II, LLC; Executive Vice President of New York Life Capital Partners III GenPar GP, LLC, NYLCAP III RBG Corp., NYLCAP III-A RBG Corp. and NYLCAP Mezzanine Partners III GenPar GP, LLC; Manager of NYLCAP Mezzanine III Luxco S.a.r.l.; Director of New York Life Investment Management (U.K.) Limited; Alternate Director of NYLCAP Holdings (Mauritius); Manager of NYLIM – Jacob Ballas Asset Management Co. III LLC and NYLIM – JB Asset Management Co. (Mauritius) LLC; Manager of Private Advisors, L.L.C.
         
Mark W. Talgo
 
Senior Managing Director
 
President and Member of the Investment Committee of NYLIM Fund II GP, LLC; Director and President of NYLIM Real Estate Inc.; Executive Vice President of McMorgan & Company LLC; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Director of NYL Management Limited
         
Julia A. Warren
 
Senior Managing Director and Chief Risk Officer
 
Senior Managing Director and Chief Risk Officer of New York Life Investment Management Holdings LLC

 
 

 


NAME
 
POSITION(S) WITH NEW YORK
LIFE INVESTMENT
MANAGEMENT LLC
 
OTHER BUSINESS
         
Sara L. Badler
 
Senior Managing Director and Head of Legal and Compliance
 
Senior Managing Director and Chief Legal and Compliance Officer of New York Life Investment Management Holdings LLC
         
Yie-Hsin Hung
 
Senior Managing Director and Head of Alternative Scale Businesses
 
Senior Managing Director and Head of Alternative Scale Businesses of New York Life Investment Management Holdings LLC; Chairman of the Board and Chairman of the Compensation Committee of NYLCAP Manager LLC; Manager of Private Advisors, L.L.C.
         
Drew E. Lawton
 
Senior Managing Director and Head of Traditional Scale Businesses
 
Senior Managing Director and Head of Traditional Scale Businesses of New York Life Investment Management Holdings LLC; Chairman of the Board and Chairman of the Compensation Committee of Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC and McMorgan & Company LLC
         
Barry A. Schub
 
Manager and Member of the Compensation   Committee
 
Senior Vice President and Chief Human Resources Officer of New York Life Insurance Company; Manager and Member of the Compensation Committee of New York Life International, LLC; Manager and Member of the Compensation Committee of New York Life Investment Management Holdings LLC
         
John A. Cullen
 
Manager and Member of the Audit
Committee
 
Senior Vice President, Controller and Chief Accounting Officer of New York Life Insurance Company; Manager and Chairman of the Audit Committee of Eagle Strategies LLC, NYLCAP Manager LLC, NYLIFE Distributors LLC, NYLIFE Securities LLC, NYLIM Service Company LLC; Senior Vice President of New York Life Insurance and Annuity  Corporation; Manager and Member of the Audit Committee of New York Life International, LLC; Director and Chairman of the Examining and Audit Committee of New York Life
Trust Company; Director and Senior Vice President of
NYLIFE Insurance Company of Arizona; Director of NYLINK Insurance Agency; Manager of NYL Executive Benefits LLC; Chief Financial Officer of NYL Wind Investments LLC
         
John M. Grady
 
Senior Managing  Director and Chief Financial Officer
 
Senior Managing Director and Chief Financial Officer of New York Life Investment Management Holdings LLC;
Chairman and President of New York Life Capital Corporation; Manager of Private Advisors, L.L.C.
         
Maureen McFarland
 
Senior Managing Director
 
None

MACKAY SHIELDS

MacKay Shields LLC ("MacKay Shields") acts as the subadvisor for certain series of the following open-end registered management investment companies: Eclipse Funds Inc., MainStay Funds Trust, MainStay VP Series Fund, Inc. and The MainStay Funds.

 
 

 

Certain information on each executive officer of MacKay Shields is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee.   MacKay Shields’ address is 9 West 57th Street , New York , NY   10029 .

NAME
 
POSITION(S) WITH
MACKAY SHIELDS LLC
 
OTHER BUSINESS
         
Lucille Protas
 
Senior Managing Director, Chief Operating Officer and Treasurer
 
Executive Vice President of New York Life Trust Company
         
Gary L. Goodenough
 
Senior Managing Director
 
Senior Vice President  of New York Life Trust Company
         
Ellen Metzger
 
Senior Managing Director and General Counsel
 
None
         
J. Matthew Philo
 
Senior Managing Director
 
Senior Vice President of New York Life Trust Company
         
Rupal J. Bhansali
 
Senior Managing Director
 
Senior Vice President, New York Life Insurance and Annuity Corporation
         
Edward Silverstein
 
Senior Managing Director
 
None
         
Rene Bustamante
 
Senior Managing Director and Chief Compliance Officer
 
None
         
Michael Corker
 
Managing Director and Chief Financial Officer
 
Vice President of New York Life Trust Company
         
Robert DiMella
 
Senior Managing Director
 
None
         
John Loffredo
 
Senior Managing Director
 
None
         
Dan C. Roberts
 
Senior Managing Director
 
None
         
Jae S. Yoon
 
Senior Managing Director
 
None
         
Louis N. Cohen
 
Managing Director
 
None
         
David Dowden
 
Managing Director
 
None
         
Luann P. Gilhooly
 
Managing Director
 
None
         
Therese M. Hernandez
 
Managing Director
 
None
         
Kirk Hashevaroff
 
Managing Director
 
None
         
Michael J. Kimble
 
Managing Director
 
None
         
Steven H. Rich
 
Managing Director
 
None
         
Virginia E. Rose
 
Managing Director
 
None
         
Michael A. Snyder
 
Managing Director
 
None
         
Gregory M. Spencer
 
Managing Director
 
None

 
 

 


NAME
 
POSITION(S) WITH
MACKAY SHIELDS LLC
 
OTHER BUSINESS
         
Denise M. Spillane
 
Managing Director
 
None
         
Brian Stewart
 
Managing Director
 
None
         
Andrew M. Susser
 
Managing Director
 
None
         
Taylor B. Wagenseil
 
Managing Director
 
None
         
James S. Wolf
 
Managing Director
 
None
         
Nathaniel Hudson
 
Managing Director
 
None
         
Michael J. Starr
 
Managing Director
 
None
         
Anthony Vigilante
 
Managing Director
 
None
         
Laurie Walters
 
Managing Director
 
None


MADISON SQUARE INVESTORS LLC

Madison Square Investors LLC ("Madison Square Investors") acts as the subadvisor for certain series of the following open-end registered management investment companies:   Eclipse Funds, MainStay Funds Trust, MainStay VP Series Fund, Inc. and The MainStay Funds.

Certain information on each executive officer of Madison Square Investors is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee.   Madison Square Investors’ address is 1180 Avenue of the Americas , New York , NY   10036 .

NAME
 
POSITION(S) WITH MADISON
SQUARE INVESTORS LLC
 
OTHER BUSINESS
John Y. Kim
 
Manager
 
Chairman of the Board, Chairman and Chief Executive Officer, New York Life Investment Management LLC; Chief Investment Officer and Member of the Executive Management Committee, New York Life Insurance Company; Chairman of the Board, Chairman and Chief Executive Officer and President, New York Life Investment Management Holdings, LLC; Manager, Member of the Audit Committee and Member of the Compensation Committee, Madison Capital Funding LLC, McMorgan & Company LLC, MacKay Shields LLC, NYLCAP Manager LLC, Madison Square Investors LLC and Institutional Capital; Chief Executive Officer, NYLIFE Distributors LLC; Executive Vice President, NYLIFE Insurance Company of Arizona and New York Life Insurance and Annuity Corporation; Manager and Chairman of the Investment Committee, New York Life International, LLC; Manager, Private Advisors, L.L.C.; Trustee of Eclipse Funds, MainStay Funds Trust and The MainStay Funds; Director of Eclipse Funds Inc. and MainStay VP Series Fund, Inc.

 
 

 


NAME
 
POSITION(S) WITH MADISON
SQUARE INVESTORS LLC
 
OTHER BUSINESS
         
Drew E. Lawton
 
Chairman of the Board
 
Senior Managing Director and Head of Traditional Scale Businesses of New York Life Investment Management  Holdings LLC and New York Life Investment Management LLC; Chairman of the Board and Chairman of the Compensation  Committee of Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC and McMorgan & Company LLC
         
Michael E. Sproule
 
Manager and Chairman of the Audit Committee
 
Manager of New York Life Investment Management Holdings LLC; Manager and Chairman of the Audit Committee of New York Investment Management LLC; Director of NYLUK I Company, NYLUK II Company and Gresham Mortgage; Manager of NYLIFE LLC; Manager, Chairman of the Audit Committee and Member of the Investment Committee of New York Life International, LLC; Director and Member of the  Executive Committee and Audit Committee of New York Life Insurance and Annuity Corporation; Executive Vice President, Chief Financial Officer and Member of the Executive Management Committee of New York Life Insurance Company; Manager and Chairman of the Audit Committee of McMorgan & Company LLC, Madison Square Investors LL; Madison Capital Funding LLC; MacKay Shields LLC and Institutional Capital LLC
         
Michael P. Maquet
 
Chief Executive Officer
 
Executive Vice President of New York Life Trust Company
         
Susan L. Evans
 
Managing Director
 
Executive Vice President of New York Life Trust Company
         
Harvey J. Fram
 
Managing Director
 
Executive Vice President of New York Life Trust Company
         
Harish P. Kumar
 
Managing Director
 
None
         
Francis Ok
 
Managing Director
 
None
         
Tara McAleer
 
Director and Chief Compliance Officer
 
Director and Chief Compliance Officer, New York Life Investment Management LLC
         
Jennifer Oberschewen
 
Director and Chief Financial Officer
 
None
         
Martin J. Mickus
 
Managing Director
 
None


 
 

 


INSTITUTIONAL CAPITAL LLC

Institutional Capital LLC (“ICAP”) acts as the subadvisor for certain series of the following open-end registered management investment companies:  MainStay Funds Trust, MainStay VP Series Fund, Inc. and The MainStay Funds.

Certain information on each executive officer of ICAP is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. ICAP’s address is 225 West Wacker Drive, Suite 2400, Chicago, Illinois 60606.


NAME
 
POSITION(S) WITH
INSTITUTIONAL CAPITAL LLC
 
OTHER BUSINESS
         
Jerrold K. Senser
 
Manager, Chief Executive Officer and Chief Investment Officer
 
Senior Vice President, New York Life Insurance Company
         
Paula L. Rogers
 
Manager and President
 
None
         
Thomas R. Wenzel
 
Executive Vice President and Director of Research
 
None
         
Brian Franc
 
Executive Vice President and Chief Compliance Officer
 
None
         
Mark E. Flanagan
 
Executive Vice President and Chief Financial Officer
 
None
         
Michael F. Citrano
 
Executive Vice President and Director of MIS
 
None
         
Kain D. Cederberg
 
Executive Vice President and Director of Trading
 
None
         
John P. Garrett
 
Senior Vice President
 
None
         
Keith D. Watson
 
Executive Vice President and Director of Consultant Relationships
 
None
         
Scott E. Weisenberger
 
Executive Vice President and Director of Business Development and Client Services
 
None
         
Benjamin H. Bielawski
 
Senior Vice President
 
None
         
Jeffrey A. Miller
 
Senior Vice President
 
None
         
Kathleen C. Pease
 
Senior Vice President
 
None
         
Andrew P. Starr
 
Senior Vice President
 
None
         
Robert D. Stoll
 
Senior Vice President
 
None
         
Matthew T. Swanson
 
Senior Vice President
 
None
         
William Van Tuinen
 
Senior Vice President
 
None

 
 

 


         
Susan F. Lippa
 
Senior Vice President
 
None
         
Toireasa H. Moran
 
Senior Vice President
 
None
         
Kelly A. O'Kelly
 
Senior Vice President and Chief Marketing Officer
 
None
         
Kimberly L. Bensko
 
Senior Vice President
 
None
         
Hai (Henry) Gao
 
Senior Vice President
 
None
         
J. Christian Kirtley
 
Senior Vice President
 
None
         
Brian A. Strike
 
Senior Vice President
 
None


EPOCH INVESTMENT PARTNERS, INC.

Epoch Investment Partners, Inc. (“Epoch”) acts as the subadvisor for certain series of the following open-end registered management investment companies:  Eclipse Funds, MainStay Funds Trust, MainStay VP Series Fund, Inc. and The MainStay Funds.

Certain information on each executive officer of Epoch is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. Epoch’s address is 640 Fifth Avenue, 18th Floor, New York, New York 10019.

NAME
 
POSITION(S) WITH EPOCH / PRINCIPAL OCCUPATION
     
Adam Borak
 
Chief Financial Officer
     
J. Philip Clark
 
Executive Vice President
     
David N. Pearl
 
Executive Vice President
     
Timothy T. Taussig
 
President and Chief Operating Officer
     
William W. Priest
 
Managing Director, Chief Executive Officer and Chief Investment Officer



ITEM 32. PRINCIPAL UNDERWRITERS

 
a.
Inapplicable
 
b.
Inapplicable
 
c.
Inapplicable


ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.

Certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the offices of New York Life Insurance Company, 51 Madison Avenue, New York, NY 10010, at the offices of New York Life Investment Management LLC, 169 Lackawanna Avenue, Parsippany NJ 07054, at the offices of Epoch Investment Partners, Inc., 640 Fifth Avenue, New York, NY 10019, Institutional Capital LLC, 225 West Wacker Drive, Suite 2400, Chicago IL 60606, MacKay Shields LLC, 9 West 57th Street, New York, NY 10019, Madison Square Investors LLC, 1180 Avenue of the Americas, New York, NY 10036, Markston International LLC, 50 Main Street, White Plains, NY 10606, and Winslow Capital Management LLC, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, MN 55402. Records relating to the duties of the custodian for each series of The MainStay Funds are maintained by State Street Bank and Trust Company, 1 Lincoln Street, Boston, MA 02111-2900. Records relating to the duties of the transfer agent of The MainStay Funds are maintained by Boston Financial Data Services, 2 Heritage Drive, North Quincy, MA 02171.

 
 

 

ITEM 34. MANAGEMENT SERVICES.

Inapplicable.



ITEM 35. UNDERTAKINGS.

Inapplicable.

 
 

 



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and that it has duly caused this Post-Effective Amendment No. 9 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany in the State of New Jersey, on the 28 th day of February, 2011.

MAINSTAY FUNDS TRUST

By: /s/ Stephen P. Fisher
Stephen P. Fisher
President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on February 28, 2011 .

SIGNATURE
 
TITLE
     
/s/ Stephen P. Fisher
 
President and Principal Executive Officer
Stephen P. Fisher
   
     
/s/ Susan B. Kerley*
 
Trustee and Chairman of the Board
Susan B. Kerley
   
     
/s/ John Y. Kim*
 
Trustee
John Y. Kim
   
     
/s/ Alan R. Latshaw*
 
Trustee
Alan R. Latshaw
   
     
/s/ Peter Meenan*
 
Trustee
Peter Meenan
   
     
/s/ Richard H. Nolan, Jr.*
 
Trustee
Richard H. Nolan, Jr.
   
     
/s/ Richard S. Trutanic*
 
Trustee
Richard S. Trutanic
   
     
/s/ Roman L. Weil*
 
Trustee
Roman L. Weil
   
     
/s/ John A. Weisser*
 
Trustee
John A. Weisser
   
     
/s/ Jack R. Benintende
 
Treasurer and Principal Financial
Jack R. Benintende
 
and Accounting Officer
     
  *By: /s/ J. Kevin Gao
   
J. Kevin Gao
   
As Attorney-in-Fact
   
 
*    PURSUANT TO POWERS OF ATTORNEY FILED HEREWITH.

 
 

 

 
EXHIBIT INDEX

d 1
Management Agreement dated November 10, 2009
d 1 a
Amendment dated February 26, 2010 to Management Agreement
d 1 b
Amendment dated March 30, 2010 to Management Agreement
d 1 c
Amendment dated August 1, 2010 to the Management Agreement
d 2
Subadvisory Agreement between NYLIM and Epoch Investment Partners, Inc. dated June 29, 2009
d 2 a
Amendment dated November 10, 2009 to the NYLIM/Epoch Subadvisory Agreement
d 2 b
Amendment dated November 20, 2009 to the NYLIM/Epoch Subadvisory Agreement
d 3
Subadvisory Agreement between NYLIM and MacKay Shields dated February 26, 2010
d 3 a
Amendment dated March 30, 2010 to the NYLIM/MacKay Shields Subadvisory Agreement
d 4
Subadvisory Agreement between NYLIM/Madison Square Investors dated February 26, 2010
d 5
Subadvisory Agreement between NYLIM/ICAP dated February 26, 2010
d 5 a
Amendment dated August 1, 2010 to the NYLIM/ICAP Subadvisory Agreement
e 1
Distribution Agreement between MainStay Funds Trust and NYLIFE Distributors LLC
e 1 a
Amendment dated October 1, 2010 to the MainStay Funds Trust/NYLIFE Distributors Distribution Agreement
g 1
Amended and Restated Master Custodian Agreement dated January 1, 2011
g 2
Amended and Restated Master Delegation Agreement dated January 1, 2011
h 1 a i
Amendment dated November 12, 2009 to the Amended and Restated Transfer Agency and Service Agreement
h 1 a ii
Amendment dated November 24, 2009 to the Amended and Restated Transfer Agency and Service Agreement
h 1 a iii
Amendment dated February 26, 2010 to the Amended and Restated Transfer Agency and Service Agreement
h 1 a iv
Amendment dated March 30, 2010 to the Amended and Restated Transfer Agency and Service Agreement
h 1 a v
Amendment dated January 1, 2011 to the Amended and Restated Transfer Agency and Service Agreement
h 3 a
Shareholder Services Plan for Class R1 shares
h 3 b
Shareholder Services Plan for Class R2 shares
h 3 c
Shareholder Services Plan for Class R3 shares
h 3 d
Shareholder Services Plan for Sweep shares
h 3 d i
Amendments dated February 26, 2010 to the Shareholder Services Plans for Class R1, R2 and R3 shares
h 3 d ii
Amendments dated March 30, 2010 to the Shareholder Services Plans for Class R1, R2 and R3 shares
h 4
Indemnification Agreement
h 5 a
Expense Limitation Agreement dated November 13, 2009 with respect to the MainStay Epoch Funds
h 5 b
Expense Limitation Agreement dated February 26, 2010 for the Funds of the Trust excluding 130/30 Funds
h 5 c
Notice of Fee Waiver dated February 26, 2010 with respect to Retirement & Intermediate Term Bond Funds
h 5 d
Expense Limitation Agreement dated March 30, 2010 with respect to the MainStay High Yield Municipal Bond Fund
h 5 e
Notice of Voluntary Waiver dated April 1, 2010 with respect to Class R1 shares of MainStay ICAP International and ICAP Equity Funds
h 5 f
Amended and Restated Expense Limitation Agreement dated August 1, 2010 with respect to the 130/30 Funds
j 1
Consent of Independent Registered Public Accounting Firm
m 1
Plan of Distribution Pursuant to Rule 12b-1 for Investor Class shares of Registrant
m 2
Plan of Distribution Pursuant to Rule 12b-1 for Class A shares of Registrant
m 3
Plan of Distribution Pursuant to Rule 12b-1 for Class B shares of Registrant
m 4
Plan of Distribution Pursuant to Rule 12b-1 for Class C shares of Registrant
m 5
Plan of Distribution Pursuant to Rule 12b-1 for Class R2 shares of Registrant
m 6
Plan of Distribution Pursuant to Rule 12b-1 for Class R3 shares of Registrant
m 7
Amendments dated February 26, 2010 to the Class A, B, C, R2 and R3 12b-1 Plans
m 8
Amendments dated March 30, 2010 to the Class A, B, C, R2 and R3 12b-1 Plans
n 1
Multiple Class Plan Pursuant to Rule 18f-3
n 1 a
Amendments dated February 26, 2010 to the Multiple Class Plan Pursuant to Rule 18f-3
n 1 b
Amendments dated March 30, 2010 to the Multiple Class Plan Pursuant to Rule 18f-3

 
 

 

p 1
MainStay Funds Trust Code of Ethics dated December 2010
p 2
NYLIM Holdings Code of Ethics dated January 2011
p 4
MacKay Shields LLC Code of Ethics dated November 2009
p 5
Institutional Capital LLC Code of Ethics dated October 1, 2010

 
Other Exhibits
1.
Powers of Attorney




 
 

 

 
Exhibit d 1
 
MAINSTAY FUNDS TRUST
 
MANAGEMENT AGREEMENT
 
This Management Agreement is hereby made as of the 10 th 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”).
 
WITNESSETH:
 
WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
 
WHEREAS, the shares of common stock of the Trust (the “Shares”) are divided into separate series, each of which is established by resolution of the Board of Trustees of the Trust (the “Board”) and the Trustees may from time to time terminate such series or establish and terminate additional series; and
 
WHEREAS, the Manager is engaged in rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and
 
WHEREAS, the Trust desires to retain the Manager to provide investment advisory and related administrative services to each of the Funds, and the Manager is willing to provide or procure such services on the terms and conditions hereinafter set forth; and
 
NOW, THEREFORE, the parties agree as follows:
 
ARTICLE I.  APPOINTMENT
 
A.            Appointment.   The Trust hereby appoints NYLIM to act as Manager to the Funds for the period and on the terms set forth in this Agreement.  The Manager accepts such appointment and agrees to provide the advisory and administrative services herein described, for the compensation herein provided.
 
ARTICLE II.  ADVISORY SERVICES
 
A.            Advisory Duties of Manager.   Subject to the supervision of the Board, the Manager shall manage all aspects of the advisory operations of each Fund and the composition of the portfolio of each Fund, including the purchase, retention and disposition of securities therein, in accordance with the investment objectives, policies and restrictions of the Fund, as stated in the currently effective Prospectus (as hereinafter defined); in conformity with the Declaration of Trust and By-Laws (each as hereinafter defined) of the Trust; under the instructions and directions of the Trustees of the Trust; and in accordance with the applicable provisions of the 1940 Act and the rules and regulations thereunder, the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), relating to regulated investment companies and all rules and regulations thereunder, and all other applicable federal and state laws and regulations.  In connection with the services provided under this Agreement, the Manager will use its best efforts to manage each Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued thereunder.  In managing each Fund in accordance with the requirements set out in this section, the Manager will be entitled to receive and act upon advice of counsel for the Trust or Fund.

 
 

 

1.            Portfolio Management.   The Manager will determine the securities and other instruments to be purchased, sold or entered into by each Fund and place orders with broker-dealers, foreign currency dealers, futures commission merchants or others pursuant to the Manager’s determinations and all in accordance with each Fund’s policies as set out in the Prospectus of the Fund or as adopted by the Board and disclosed to the Manager.  The Manager will determine what portion of each Fund's portfolio will be invested in securities and other assets and what portion, if any, should be held uninvested in cash or cash equivalents.  Each Fund will have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to the Manager’s investment advisory clients.
 
2.            Selection of Brokers.   Subject to the policies established by, and any direction from, the Trust’s Board, the Manager will be responsible for selecting the brokers or dealers that will execute the purchases and sales for a Fund.  The Manager will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust’s Registration Statement or as the Board may direct from time to time.  It is recognized that, in providing the Funds with investment supervision or the placing of orders for portfolio transactions, the Manager will give primary consideration to securing the most favorable price and efficient execution.  Consistent with this policy, the Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager may be a party.  It is understood that neither the Funds, the Trust nor the Manager has adopted a formula for allocation of the Funds’ investment transaction business.  It is also understood that it is desirable for the Funds that the Manager have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Funds than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution.  Therefore, the Manager or any subadvisor is authorized to place orders for the purchase and sale of securities for the Funds with such certain brokers, subject to review by the Trust’s Trustees from time to time with respect to the extent and continuation of this practice.  It is understood that the services provided by such brokers may be useful to the Manager or any subadvisor in connection with its services to other clients.
 
Subject to the foregoing, it is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having directed a securities transaction on behalf of a Fund to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, and the rules and interpretations of the Securities and Exchange Commission (“SEC”) thereunder, or as otherwise permitted from time to time by a Fund’s Prospectus.

 
 

 

On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Funds as well as other clients, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients.
 
3.            Delegation of Investment Advisory Services.   Subject to the prior approval of a majority of the members of the Board, including a majority of the Board who are not “interested persons” and, to the extent required by applicable law, by the shareholders of a Fund, the Manager may, through a subadvisory agreement or other arrangement, delegate to a subadvisor any of the duties enumerated in this Agreement, including the management of all or a portion of the assets being managed.  Subject to the prior approval of a majority of the members of the Board, including a majority of the Board who are not “interested persons” and, to the extent required by applicable law, by the shareholders of a Fund, the Manager may adjust such duties, the portion of assets being managed, and the fees to be paid by the Manager; provided, that in each case the Manager will continue to oversee the services provided by such company or employees and any such delegation will not relieve the Manager of any of its obligations under this Agreement.
 
The Trust and Manager understand and agree that the Manager may manage a Fund in a “manager-of-managers” style with either a single or multiple subadvisors, which contemplates that the Manager will, among other things and pursuant to an Order issued by the SEC, and subject to shareholder approval if required:  (i) continually evaluate the performance of each subadvisor to a Fund, if applicable, through quantitative and qualitative analysis and consultations with such subadvisor; (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisors should be renewed, modified or terminated; and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions.  The Trust recognizes that a subadvisor’s services may be terminated or modified pursuant to the “manager-of-managers” process, and that the Manager may appoint a new subadvisor for a subadvisor that is so removed.
 
4.            Instructions to Custodian.   The Manager or any subadvisor shall provide the Trust’s custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.
 
5.            Valuation.   The Manager will provide assistance to the Board in valuing the securities and other instruments held by each Fund, to the extent reasonably required by such valuation policies and procedures as may be adopted by each Fund.
 
B.            Books and Records.   The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the SEC under the 1940 Act any such records as are required to be maintained by the Manager.  The Manager shall render to the Trust’s Trustees such periodic and special reports as the Trustees may reasonably request.

 
 

 

C.            Advisory Services Not Exclusive.   The Manager’s services to the Trust and each Fund pursuant to this Agreement are not exclusive and it is understood that the Manager may render investment advice, management and services to other persons (including other investment companies) and engage in other activities, so long as its services under this Agreement are not impaired by such other activities.  It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies.  Whenever a Fund and one or more other accounts or investment companies advised by the Manager have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with procedures believed by the Manager to be equitable to each entity over time.  Similarly, opportunities to sell securities will be allocated in a manner believed by the Manager to be equitable to each entity over time.  The Trust and each Fund recognize that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for a Fund.
 
ARTICLE III.  ADMINISTRATIVE SERVICES
 
A.            Administrative Duties of Manager.   The Manager shall (i) furnish the Funds with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by the Funds (excluding those being maintained by the Funds’ custodian and transfer agent except as to which the Manager has supervisory functions) and other than those being maintained by the Funds’ subadvisor, if any; and (iii) furnish the Funds with Board materials, ordinary clerical, bookkeeping and recordkeeping services at such office facilities and such other services as the parties may agree.  The Manager will also monitor each Fund’s compliance with its investment and tax guidelines and other compliance policies.
 
1.            Instructions to Custodian.   The Manager or any sub-administrator shall provide the Trust’s custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.
 
2.            Books and Records.   The Manager shall keep the Funds’ books and records required to be maintained by it.  The Manager agrees that all records which it maintains for the Funds are the property of the Funds, and it will surrender promptly to the Funds any of such records upon the Funds’ request.  Moreover, the Manager shall maintain all books and records with respect to the Funds’ securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the rules thereunder.  The Manager shall render to the Trust’s Trustees such periodic and special reports as the Trustees may reasonably request.

 
 

 

3.            Administrative Services Not Exclusive.   The Manager’s services to the Trust and each Fund pursuant to this Agreement are not exclusive and it is understood that the Manager may render administrative services to other persons and engage in other activities, so long as its services under this Agreement are not impaired by such other activities.  It is understood and agreed that officers or directors of the Manager may serve as officers or Trustees of the Trust, and that officers or Trustees of the Trust may serve as officers or directors of the Manager to the extent permitted by law; and that the officers and directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies.
 
4.            Delegation of Administration Services.   With respect to any or all series of the Trust, including the Funds, the Manager may enter into one or more contracts with a sub-administrator (“Sub-Administration Contract”) in which the Manager delegates to such sub-administrator any or all its duties specified in this Agreement, provided that the Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder, as applicable.  The Manager will at all times maintain responsibility for providing the administration services and will supervise any sub-administrator.
 
5.            Valuation.   The Manager will provide assistance to the Board in valuing the securities and other instruments held by each Fund, to the extent reasonably required by such valuation policies and procedures as may be adopted by each Fund.
ARTICLE IV.  EXPENSES
 
A.            Expenses Borne by Manager.
 
1.           In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses:
 
(i)           The salaries and expenses of all personnel of the Trust and the Manager, except the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust, and the salary (or a portion thereof) of the Trust’s Chief Compliance Officer that the Board approves for payment by the Funds; and
 
(ii)           All expenses incurred by the Manager in connection with managing the investment operations of the Funds other than those assumed by the Trust, Fund or administrator of the Fund or the Trust or other third party under a separate agreement.
 
2.           The Manager will not be required to pay expenses of any activity which is primarily intended to result in sales of Shares if and to the extent that (i) such expenses are required to be borne by a principal underwriter that acts as the distributor of the Funds’ Shares pursuant to an underwriting agreement that provides that the underwriter will assume some or all of such expenses, or (ii) the Trust on behalf of the Funds will have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Funds (or some other party) will assume some or all of such expenses.  The Manager will pay such sales expenses only to the extent they are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by a Fund (or some other party) pursuant to such a plan.

 
 

 

B.            Expenses Borne by the Trust/Fund.
 
1.           Each Fund assumes and will pay its expenses, including but not limited to those described below (where any such category applies to more than one series of the Trust, the Fund shall be liable only for its allocable portion of the expenses):
 
(i)           The fees of any investment adviser or expenses otherwise incurred by the Trust in connection with the management of the investment and reinvestment of the assets of the Funds;
 
(ii)          Brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Funds;
 
(iii)         Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business;
 
(iv)         The fees and expenses of Trustees who are not interested persons of the Manager of any investment adviser, and the salary (or a portion thereof) of the Trust’s Chief Compliance Officer that the Board approves for payment by the Funds;
 
(v)          The fees and expenses of the Funds’ custodian which relate to:  (a) the custodial function and the recordkeeping connected therewith; (b) the preparation and maintenance of the general required accounting records of the Funds not being maintained by the Manager; (c) the pricing of the Funds’ Shares, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Trustees of the Trust; and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Funds’ Shares;
 
(vi)         The fees and expenses of the Funds’ transfer and dividend disbursing agent, which may be a custodian of the Funds, which relate to the maintenance of each shareholder account;
 
(vii)        The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Trust;
 
(viii)       All taxes and business fees payable by the Funds to federal, state or other governmental agencies;
 
(ix)          The fees of any trade association of which the Trust may be a member;
 
(x)           The cost of share certificates representing the Funds’ Shares;
 
(xi)          The cost of fidelity, Trustees and officers and errors and omissions insurance;
 
(xii)         Allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders;

 
 

 

(xiii)        The fees and expenses involved in registering and maintaining registrations of the Trust and of its Shares with the SEC, registering the Trust with a broker or dealer and qualifying its Shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes; and
 
(xiv)        The Trust hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of any new share classes of a Fund or the initial offering of a new series of the Trust.
 
ARTICLE V.  COMPENSATION
 
A.            Compensation.   For the services provided and the facilities furnished pursuant to this Agreement, the Trust will pay to the Manager as full compensation therefor a fee at the annual rate for each Fund as set forth in Schedule A.  This fee will be computed daily and will be paid to the Manager monthly.  This fee will be chargeable only to the applicable Fund, and no other series of the Trust shall be liable for the fee due and payable hereunder.  The Funds shall not be liable for any expense of any other series of the Trust.
 
The Manager may from time to time agree not to impose all or a portion of its fee otherwise payable under this Agreement and/or undertake to pay or reimburse a Fund for all or a portion of its expenses not otherwise required to be paid by or reimbursed by the Manager.  Unless otherwise agreed, any fee reduction or undertaking may be discontinued or modified by the Manager at any time.  For the month and year in which this Agreement becomes effective or terminates, there will be an appropriate pro ration of any fee based on the number of days that the Agreement is in effect during such month and year, respectively.
 
ARTICLE VI.  ADDITIONAL OBLIGATIONS OF THE TRUST
 
A.            Documents.   The Trust has delivered to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:
 
1.           Declaration of Trust of the Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the “Declaration of Trust”);
 
2.           By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);
 
3.           Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Manager and approving the form of this Agreement;

 
 

 

4.           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the “Registration Statement”), as filed with the SEC, relating to the Funds and the Funds’ Shares and all amendments thereto;
 
5.           Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and all amendments thereto; and
 
6.           The form of Prospectus and Statement of Additional Information of the Trust pursuant to which the Funds’ Shares are offered for sale to the public (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called collectively the “Prospectus”).
 
B.            Trust Materials.   During the term of this Agreement, the Trust agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Funds or to the public, which refer to the Manager in any way, prior to use thereof and, not to use such material if the Manager reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof.  In the event of termination of this Agreement, the Trust will continue to furnish to the Manager copies of any of the above-mentioned materials that refer in any way to the Manager.  The Trust shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Funds as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
 
ARTICLE VII.  LIMITATION OF LIABILITY
 
A.            Limitation of Liability of Manager.   As an inducement to the Manager undertaking to provide services to the Trust and each Fund pursuant to this Agreement, the Trust and each Fund agrees that the Manager will not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement will be deemed to protect or purport to protect the Manager against any liability to the Trust, a Fund or its shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.  The rights of exculpation provided under this Section VII.A are not to be construed so as to provide for exculpation of any person described in this Section VII.A for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that exculpation would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this Section VII.A to the maximum extent permitted by applicable law.
 
B.            Limitation of the Company and the Shareholders.   It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Trust shall be personally liable hereunder.  All persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust, as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust.  No series of the Trust shall be liable for any claims against any other series of the Trust.

 
 

 
 
ARTICLE VIII.  MISCELLANEOUS
 
A.            Manager Personnel.   The Manager shall authorize and permit any of its directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in the capacities in which they are elected or appointed.  Services to be furnished by the Manager under this Agreement may be furnished through the medium of any of such directors, officers or employees.  The Manager shall make its directors, officers and employees available to attend Trust Board meetings as may be reasonably requested by the Board from time to time.  The Manager shall prepare and provide such reports on the Funds and their operations as may be reasonably requested by the Board from time to time.  The Manager shall implement Board-approved proxy voting policies and procedures, and shall respond to corporate actions taken by issuers of the Fund’s portfolio holdings consistent with its fiduciary duty to the Funds.

B.             Duration and Termination.   This Agreement shall continue in effect with respect to the Funds for a period of more than two (2) years from the date hereof following shareholder approval, as necessary, and thereafter only so long as such continuance is specifically approved at least annually with respect to the Funds in conformity with the requirements of the 1940 Act and the rules thereunder and any applicable SEC or SEC staff guidance or interpretation.  This Agreement shall continue in effect with respect to the Funds for a period of more than one (1) year from the date hereof in circumstances when shareholder approval is not required, and thereafter only so long as such continuance is specifically approved at least annually with respect to the Funds in conformity with the requirements of the 1940 Act and the rules thereunder and any applicable SEC or SEC staff guidance or interpretation.  However, this Agreement may be terminated with respect to the Funds at any time, without the payment of any penalty, by the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Funds, or by the Manager at any time, without the payment of any penalty, on not more than sixty (60) days’ nor less than thirty (30) days’ written notice to the other party.  This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).
 
C.             Additional Series.   In the event the Trust establishes one or more Funds after the effective date of this Agreement, such Funds will become Funds under this Agreement upon approval of this Agreement by the Board of Trustees with respect to the Funds and the execution of an amended Schedule A reflecting the Funds.
 
D.             Independent Contractor.   Except as otherwise provided herein or authorized by the Board of the Trust from time to time, the Manager shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent the Funds or the Trust in any way or otherwise be deemed an agent of the Funds or the Trust.
 
E.             Amendment.   This Agreement may be amended in writing by mutual consent, but the consent of the Funds, if required, must be obtained in conformity with the requirements of the 1940 Act and the rules thereunder.

 
 

 

F.             Notice.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: Secretary; or (2) to the Trust at 51 Madison Avenue, New York, New York 10010, Attention: President.
 
G.             Governing Law.   This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
 
H.             Use of Name.   The Funds may use any name including the word MainStay or any derivative thereof for so long as this Agreement or any other agreement between the Managers or any other affiliate of New York Life Insurance Company and the Trust or any extension, renewal or amendment thereof remains in effect, including any similar agreement with any organization which shall have succeeded to the Manager’s business as investment adviser and/or administrator.  At such time as such an agreement shall no longer be in effect, each Fund will (to the extent that it lawfully can) cease to use such name or any other name indicating that it is advised by or otherwise connected with the Manager or any organization that shall have so succeeded to its respective business.
 
I.              Captions and Headings.   The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
 
J.              Severability.   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
 
K.             Interpretation of Law.   As used in this Agreement, terms shall have the same meaning as such terms have in the 1940 Act.  Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
 
*           *           *

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 10 th day of November, 2009.  This Agreement may be signed in counterparts.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Thomas Lynch
 
By:
/s/ Barry A. Schub
Name:
Thomas Lynch
 
Name:
Barry A. Schub
Title:
Vice President and Assistant
 
Title:
Executive Vice President
 
General Counsel
     

MAINSTAY FUNDS TRUST

Attest:
/s/ Thomas Lynch
 
By:
/s/ Stephen P. Fisher
Name:
Thomas Lynch
 
Name:
Stephen P. Fisher
Title:
Assistant Secretary
 
Title:
President
 
 

 
 
SCHEDULE A

(As of November 10, 2009)

For all services rendered by the Manager hereunder, each Fund of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, at annual fee equal to the following:
 
FUND
 
ANNUAL RATE
     
MainStay Epoch Global Equity Yield Fund
 
0.70% on all assets
     
MainStay Epoch International Small Cap Fund
 
1.10% on all assets
     
MainStay Epoch U. S. Equity Fund
 
0.80% on all assets
     
MainStay Epoch Global Choice Fund
 
1.00% on all assets
 
 
 

 
 
Exhibit d 1 (a)
 
MAINSTAY FUNDS TRUST
 
AMENDMENT TO THE MANAGEMENT AGREEMENT
 
This Amendment to the Management Agreement is hereby made as of the 26 th 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”).
 
WHEREAS, the Trust and the Funds are parties to a Management Agreement, dated November 10, 2009 (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Agreement to reflect the addition of multiple Funds to the schedule.
 
NOW, THEREFORE , the parties agree as follows:
 
 
(i)
effective February 26, 2010, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Thomas Lynch
 
By:
/s/Stephen P. Fisher
Name:
Thomas Lynch
 
Name:
Stephen P. Fisher
Title:
Vice President and Assistant
 
Title:
Senior Managing Director
 
General Counsel
     

MAINSTAY FUNDS TRUST
   
         
Attest:
/s/ Thomas Lynch
 
By:
/s/ Jack R. Benintende
Name:
Thomas Lynch
 
Name:
Jack R. Benintende
Title:
Assistant Secretary
 
Title:
Treasurer
 
 
 

 
 
SCHEDULE A

(As of February 26, 2010)

For all services rendered by the Manager hereunder, each Fund of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, at annual fee equal to the following:
 
FUND
 
ANNUAL RATE
     
MainStay Cash Reserves Fund
 
0.45% on assets up to $500 million;
0.40% on assets between $500 million an $1 billion; and
0.35% on assets in excess of $1 billion
     
MainStay Conservative Allocation Fund
 
0.000%*
     
MainStay Epoch U.S. All Cap Fund
 
0.850% up to $500 million;
0.825% $500 million to $1 billion; and
0.800% in excess of $1 billion
     
MainStay Epoch Global Choice Fund
 
1.00%
     
MainStay Epoch Global Equity Yield Fund
 
0.70%
     
MainStay Epoch International Small Cap Fund
 
1.10%
     
MainStay Epoch U. S. Equity Fund
 
0.80%
     
MainStay Floating Rate Fund
 
0.600% up to $1 billion; and
0.575% in excess of $l billion
     
MainStay Growth Allocation Fund
 
0.000%*
     
MainStay Growth Equity Fund
 
0.700% up to $500 million; and
0.675% IN EXCESS OF $500 MILLION
     
MainStay ICAP Equity Fund
 
0.80%
     
MainStay ICAP International Fund
 
0.80%
     
MainStay ICAP Global Fund
 
0.80%
     
MainStay ICAP Select Equity Fund
 
0.80%
     
MainStay Indexed Bond Fund
 
0.350% up to $1 billion; and
0.300% in excess of $1 billion

 
 

 

MainStay Intermediate Term Bond Fund
 
0.600% up to $500 million; and
0.575% from $500 million to $1 billion; and
0.550% in excess of $1 billion
     
MainStay Moderate Allocation Fund
 
0.000%*
     
MainStay Moderate Growth Allocation Fund
 
0.000%*
     
MainStay S&P 500 Index Fund
 
0.250% up to $1 billion;
0.225% from $1 billion to $2 billion;
0.215% from $2 billion to $3 billion; and
0.200% in excess of $3 billion
     
MainStay Short Term Bond Fund
 
0.600% up to $500 million; and
0.575% in excess of $500 million
     
MainStay 130/30 Core Fund
 
1.00%
     
MainStay 130/30 Growth Fund
 
1.00%
     
MainStay 130/30 International Fund
 
1.100%
     
MainStay Retirement 2010 Fund
 
0.100%
     
MainStay Retirement 2020 Fund
 
0.100%
     
MainStay Retirement 2030 Fund
 
0.100%
     
MainStay Retirement 2040 Fund
 
0.100%
     
MainStay Retirement 2050 Fund
 
0.100%
 
* The Manager will receive no fee from the Fund, although the parties acknowledge that the Manager or its affiliates shall receive compensation from other registered investment companies, including other series of the Trust, in connection with assets of the Fund that are invested in such investment companies.
 

 
Exhibit d 1 b
 
MAINSTAY FUNDS TRUST
 
AMENDMENT TO THE MANAGEMENT AGREEMENT
 
This Amendment to the Management Agreement is hereby made as of the 30 th 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”).
 
WHEREAS, the Trust and the Funds are parties to a Management Agreement, dated as of November 10, 2009, as amended (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Agreement to reflect the addition of MainStay High Yield Municipal Bond Fund to the schedule.
 
NOW, THEREFORE , the parties agree as follows:
 
 
(i)
effective March 30, 2010, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Thomas Lynch
 
By:
/s/ Stephen P. Fisher
Name:
Thomas Lynch
 
Name:
 Stephen P. Fisher
Title:
Vice President and Assistant
 
Title:
 Senior Managing Director
 
General Counsel
     

MAINSTAY FUNDS TRUST
     
         
Attest:
/s/ Thomas Lynch
 
By:
/s/ Jack R. Benintende
Name:
Thomas Lynch
 
Name:
Jack R. Benintende
Title:
Assistant Secretary
 
Title:
Treasurer
 
 
 

 
 
SCHEDULE A

(As of March 30, 2010)

For all services rendered by the Manager hereunder, each Fund of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, an annual fee equal to the following:
 
FUND
 
ANNUAL RATE
     
MainStay Cash Reserves Fund
 
0.45% on assets up to $500 million;
0.40% on assets between $500 million an $1 billion; and
0.35% on assets in excess of $1 billion
     
MainStay Conservative Allocation Fund
 
0.000%*
     
MainStay Epoch U.S. All Cap Fund
 
0.850% up to $500 million;
0.825% $500 million to $1 billion; and
0.800% in excess of $1 billion
     
MainStay Epoch Global Choice Fund
 
1.00%
     
MainStay Epoch Global Equity Yield Fund
 
0.70%
     
MainStay Epoch International Small Cap Fund
 
1.10%
     
MainStay Epoch U. S. Equity Fund
 
0.80%
     
MainStay Floating Rate Fund
 
0.600% up to $1 billion; and
0.575% in excess of $l billion
     
MainStay Growth Allocation Fund
 
0.000%*
     
MainStay Growth Equity Fund
 
0.700% up to $500 million; and
0.675% in excess of $500 million
     
MainStay High Yield Municipal Bond Fund
 
0.55%
     
MainStay ICAP Equity Fund
 
0.80%
     
MainStay ICAP International Fund
 
0.80%
     
MainStay ICAP Global Fund
 
0.80%
     
MainStay ICAP Select Equity Fund
 
0.80%
     
MainStay Indexed Bond Fund
 
0.350% up to $1 billion; and
0.300% in excess of $1 billion
 
 
 

 
 
FUND
 
ANNUAL RATE
     
MainStay Intermediate Term Bond Fund
 
0.600% up to $500 million; and
0.575% from $500 million to $1 billion; and
0.550% in excess of $1 billion
     
MainStay Moderate Allocation Fund
 
0.000%*
     
MainStay Moderate Growth Allocation Fund
 
0.000%*
     
MainStay S&P 500 Index Fund
 
0.250% up to $1 billion;
0.225% from $1 billion to $2 billion;
0.215% from $2 billion to $3 billion; and
0.200% in excess of $3 billion
     
MainStay Short Term Bond Fund
 
0.600% up to $500 million; and
0.575% in excess of $500 million
     
MainStay 130/30 Core Fund
 
1.000%
     
MainStay 130/30 Growth Fund
 
1.000%
     
MainStay 130/30 International Fund
 
1.100%
     
MainStay Retirement 2010 Fund
 
0.100%
     
MainStay Retirement 2020 Fund
 
0.100%
     
MainStay Retirement 2030 Fund
 
0.100%
     
MainStay Retirement 2040 Fund
 
0.100%
     
MainStay Retirement 2050 Fund
 
0.100%
 
* The Manager will receive no fee from the Fund, although the parties acknowledge that theManager or its affiliates shall receive compensation from other registered investment companies,including other series of the Company, in connection with assets of the Fund that are invested insuch investment companies.

 
 

 
 
Exhibit d 1 c
 
MAINSTAY FUNDS TRUST
 
AMENDMENT TO THE MANAGEMENT AGREEMENT
 
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”).
 
WHEREAS, the Trust and the Manager are parties to a Management Agreement, dated  November 10, 2009, as amended (the “Agreement”); and

WHEREAS , the parties hereby wish to amend the Agreement to reflect revisions to the management fee for MainStay ICAP Select Equity Fund.
 
NOW, THEREFORE , the parties agree as follows:
 
 
(i)
Effective August 1, 2010, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Kevin Bopp
 
By:
/s/ Stephen P. Fisher
Name:
Kevin M. Bopp
   
Name:
Stephen P. Fisher
Title:
Vice President and Assistant
   
Title:
Senior Managing Director
 
General Counsel
     

MAINSTAY FUNDS TRUST
     
         
Attest:
/s/ Kevin M. Bopp
 
By:
/s/ Jack R. Benintende
Name:
Kevin M. Bopp
   
Name:
Jack R. Benintende
Title:
Assistant Secretary
   
Title:
Treasurer
 
 
 

 
 
SCHEDULE A

(As of August 1, 2010)

For all services rendered by the Manager hereunder, each Fund of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, an annual fee equal to the following:
 
FUND
 
ANNUAL RATE AS A PERCENTAGE OF
DAILY NET ASSETS
     
MainStay Cash Reserves Fund
 
0.45% on assets up to $500 million;
0.40% on assets between $500 million an $1 billion; and
0.35% on assets in excess of $1 billion
     
MainStay Conservative Allocation Fund
 
0.000%*
     
MainStay Epoch U.S. All Cap Fund
 
0.850% up to $500 million;
0.825% $500 million to $1 billion; and
0.800% in excess of $1 billion
     
MainStay Epoch Global Choice Fund
 
1.00%
     
MainStay Epoch Global Equity Yield Fund
 
0.70%
     
MainStay Epoch International Small Cap Fund
 
1.10%
     
MainStay Epoch U. S. Equity Fund
 
0.80%
     
MainStay Floating Rate Fund
 
0.600% up to $1 billion; and
0.575% in excess of $l billion
     
MainStay Growth Allocation Fund
 
0.000%*
     
MainStay Growth Equity Fund
 
0.700% up to $500 million; and
0.675% in excess of $500 million
     
MainStay High Yield Municipal Bond Fund
 
0.55%
     
MainStay ICAP Equity Fund
 
0.80%
     
MainStay ICAP International Fund
 
0.80%
     
MainStay ICAP Global Fund
 
0.80%


 
 

 

MainStay ICAP Select Equity Fund
 
0.80% up to $5 billion; and
0.775% in excess of $5 billion
     
MainStay Indexed Bond Fund
 
0.350% up to $1 billion; and
0.300% in excess of $1 billion
     
MainStay Intermediate Term Bond Fund
 
0.600% up to $500 million; and
0.575% from $500 million to $1 billion; and
0.550% in excess of $1 billion
     
MainStay Moderate Allocation Fund
 
0.000%*
     
MainStay Moderate Growth Allocation Fund
 
0.000%*
     
MainStay S&P 500 Index Fund
 
0.250% up to $1 billion;
0.225% from $1 billion to $2 billion;
0.215% from $2 billion to $3 billion; and
0.200% in excess of $3 billion
     
MainStay Short Term Bond Fund
 
0.600% up to $500 million; and
0.575% in excess of $500 million
     
MainStay 130/30 Core Fund
 
1.000%
     
MainStay 130/30 Growth Fund
 
1.000%
     
MainStay 130/30 International Fund
 
1.100%
     
MainStay Retirement 2010 Fund
 
1.000%
     
MainStay Retirement 2020 Fund
 
1.000%
     
MainStay Retirement 2030 Fund
 
1.000%
     
MainStay Retirement 2040 Fund
 
1.000%
     
MainStay Retirement 2050 Fund
 
1.000%
 
* The Manager will receive no fee from the Fund, although the parties acknowledge that theManager or its affiliates shall receive compensation from other registered investment companies,including other series of the Company, in connection with assets of the Fund that are invested insuch investment companies.

 
 

 
Exhibit d 2

THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC.

SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the 29 th day of June, 2009 (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”).

WHEREAS, MainStay Funds (the “Trust”) and MainStay VP Series Fund, Inc. (the “Company”) each are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, the Trust/Company is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, the Trust/Company currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into Amended and Restated Management Agreements dated August 1, 2008 with the Trust/Company, on behalf of its series, as amended (collectively the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Trust/Company; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of the Trust/Company and manage such portion of the Trust/Company as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1.            Appointment.  The Manager hereby appoints Epoch Investment Partners Inc. to act as Subadvisor to each series of the Trust/Company designated on Schedule A of this Agreement (each a  “Series”) with respect to (i) all of the  assets of such Series, in the case of each Series other than the MainStay Total Return Fund and MainStay VP Total Return Portfolio, and (ii) those assets of such Series  specified on Schedule A as allocated to the Subadvisor, in the case of the MainStay Total Return Fund and MainStay VP Total Return Portfolio (in the case of either clause (i) or clause (ii) with respect to a Series (as applicable), the “Allocated Assets” of such Series),subject to such written instructions to the Subadvisor and supervision as the Manager may from time to time furnish for the periods and on the terms set forth in this Agreement, and subject in the case of the MainStay Total Return Fund and MainStay VP Total Return Portfolio to such written redesignation of Allocated Assets as the Manager may from time to time furnish to the Subadvisor.  The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

 
 

 
 
In the event the Trust/Company designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing.  If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.

2.            Portfolio Management Duties.  Subject to the supervision of the Trust/Company’s Board of Trustees/Directors (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio.  The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series.  The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust/Company’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager.  The Subadvisor further agrees as follows:

(a)           The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective.

(b)           The Subadvisor will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Trust/Company’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust/Company under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.
 
 
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(c)           On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust/Company and to such other clients, subject to review by the Manager and the Board.  The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust/Company.

(d)           In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series.  With respect to portfolio securities to be purchased or sold through the Depository Trust/Company and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust/Company’s custodian and portfolio accounting agent.

(e)           The Subadvisor will assist the custodian and portfolio accounting agent for the Trust/Company in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust/Company, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f)           The Subadvisor will make available to the Trust/Company and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust/Company) as are necessary to assist the Trust/Company and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws.  The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust/Company are being conducted in a manner consistent with applicable laws and regulations.

(g)           The Subadvisor will provide reports to the Trust/Company’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish the Trust/Company’s Board with respect to the Series such periodic and special reports as the Trustees/Directors and the Manager may reasonably request.

 
3

 
 
(h)           In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement.  The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust/Company’s Board and by a majority of Trustees/Directors who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust/Company, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust/Company to the extent required by the 1940 Act.  The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust/Company assets:

(i)           been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii)          been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii)         been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

(i)           The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Series, at the expense of the Allocated Assets or Series.  Such documentation may relate to investments to be made or sold, currently held or previously held.  The authority shall include, without limitation:  (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.  Manager represents that the Allocated Assets or Series can settle such private placements.
 
 
4

 

3.            Compensation.  For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A.  Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Trust/Company for management services described under the Management Agreement between the Trust/Company and the Manager.  Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.

4.            Broker-Dealer Selection.  The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Series’ Allocated Assets, for broker-dealer selection and for negotiation of brokerage commission rates.  The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust/Company, which include the following:  price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities.  Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust/Company, by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion.  To the extent consistent with these standards and the Trust/Company’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Subadvisor if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research, statistical material or other services to the Series, the Subadvisor or an affiliate of the Subadvisor.  Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

5.            Disclosure about Subadvisor.  The Subadvisor has reviewed the post-effective amendment to the Registration Statement for the Trust/Company filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.  The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

 
5

 
 
6.            Expenses.  During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement.  The Manager or the Trust/Company shall be responsible for all the expenses of the Trust/Company’s operations, including, but not limited to:

(a)           the fees and expenses of Trustees/Directors who are not interested persons of the Manager or of the Trust/Company;

(b)           the fees and expenses of each Series which relate to:  (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Series not being maintained by the Manager; (iii) the pricing of the Series’ shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of the Trustees/Directors of the Trust/Company; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Series’ shares;
 
(c)           the fees and expenses of the Trust/Company’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

(d)           the charges and expenses of legal counsel and independent accountants for the Trust/Company;

(e)           brokers’ commissions and any issue or transfer taxes chargeable to the Trust/Company in connection with its securities transactions on behalf of the Series;

(f)           all taxes and business fees payable by the Trust/Company or the Series to federal, state or other governmental agencies;

(g)           the fees of any trade association of which the Trust/Company may be a member;

(h)           the cost of share certificates representing the Series’ shares;

(i)            the fees and expenses involved in registering and maintaining registrations of the Trust/Company and of its Series with the SEC, registering the Trust/Company as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust/Company’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j)            allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees/Directors’ meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

 
6

 
 
(k)           litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust/Company’s business; and

(l)            any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7.            Compliance.

(a)           The Subadvisor agrees to assist the Manager and the Trust/Company in complying with the Trust/Company’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to:  (i) periodically providing the Trust/Company’s Chief Compliance Officer with requested information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to the Trust/Company’s Chief Compliance Officer within a reasonable time following the Subadvisor becoming aware of such deficiency; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to the Trust/Company’s Chief Compliance Officer within a reasonable time.  The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board’ approval of the Subadvisor’s Compliance Program.

(b)           The Subadvisor agrees that it shall immediately notify the Manager and the Trust/Company’s Chief Compliance Officer:  (i) in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.  The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor about the Subadvisor that is not contained in the Registration Statement or prospectus for the Trust/Company, or any amendment or supplement thereto, or upon the Subadvisor becoming aware of any statement contained therein about the Subadvisor that becomes untrue in any material respect.

(c)           The Manager agrees that it shall immediately notify the Subadvisor:  (i) in the event that the SEC has censured the Manager or the Trust/Company, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

 
7

 
 
8.            Documents.  The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a)           With respect to the Trust, the Declaration of Trust of the Trust, as amended from time to time, as filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”), and with respect to the Company, Articles of Incorporation of the Company, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland (such Articles of Incorporation, as in effect on the date hereof and as amended from time to time, are herein called the “Articles of Incorporation”);

(b)           By-Laws of the Trust/Company, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

(c)           Certified Resolutions of the Trustees/Directors of the Trust/Company authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d)           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;

(e)           Notification of Registration of the Trust/Company under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto; and

(f)            Prospectus and Statement of Additional Information of the Series.

9.            Books and Records.  In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Series are the property of the Trust/Company and further agrees to surrender promptly to the Trust/Company any of such records upon the Trust/Company’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

10.            Cooperation.  Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust/Company.
 
 
8

 

11.          Representations Respecting Subadvisor.  The Manager and the Trust/Company agree that neither the Trust/Company, the Manager, nor affiliated persons of the Trust/Company or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust/Company shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust/Company, or in sales literature or other promotional material approved in advance by the Subadvisor.  The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

12.          Confidentiality.  The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders, unless required by law.  The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder.  Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or otherwise required by law.

13.          Control.  Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14.          Liability.  Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Trust/Company and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.

Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.
 
 
9

 
 
15.          Indemnification.
 
(a)           The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust/Company, which:  (i) is  based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) is  based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or Prospectus covering shares of the Trust/Company or a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, the Trust/Company or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

(b)           Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Series, which:  (i) is based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; (ii) is based upon a failure by the Subadvisor to comply with Section 2, Paragraph (a) of this Agreement; or (iii) is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus covering the shares of the Trust/Company or a Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust/Company or any affiliated person of the Manager or Trust/Company by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

 
10

 
 
(c)           The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Subadvisor Indemnified Person.  If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person.  The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.
 
 
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(d)           The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Manager Indemnified Person.  If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person.  The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

16.          Services Not Exclusive.  The services furnished by the Subadvisor hereunder are not to be deemed exclusive, and except as the Subadvisor may otherwise agree in writing, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a Trustee/Director, officer or employee of the Trust/Company, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

17.          Duration and Termination.  This Agreement shall become effective on the date first indicated above.  Unless terminated as provided herein, the Agreement shall remain in full force and effect for an initial period of two (2) years from the date first indicated above when following a shareholder approval, and otherwise a period of one (1) year, and continue on an annual basis thereafter with respect to the Series, provided that such continuance is specifically approved each year by:  (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Series; and (b) the vote of a majority of those Trustees/Directors who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.  Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding:  (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust/Company, unless such approval shall be required by any other applicable law or otherwise.  Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder:  (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Trust/Company; (B) at any time without payment of any penalty by the Trust/Company, upon the vote of a majority of the Trust/Company’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust/Company.  In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust/Company, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Trust/Company is assigned or terminates for any other reason.  In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

 
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18.          Amendments.  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by an affirmative vote of:  (i) the holders of a majority of the outstanding voting securities of the Series; and (ii) the Trustees/Directors of the Trust/Company, including a majority of the Trustees/Directors of the Trust/Company who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

19.          Use of Name.

(a)           It is understood that the name MainStay, MainStay VP Series Fund, Inc. or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager to the Trust/Company and/or the Series.  Upon termination of the Management Agreement between the Trust/Company and the Manager, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b)           It is understood that the name Epoch Investment Partners, Inc. or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Trust/Company and/or the Series have the right to use such name (or derivative or logo) in offering materials of the Trust/Company or sales materials with respect to the Trust/Company with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Trust/Company and/or the Series.  Upon termination of this Agreement, the Trust/Company shall forthwith cease to use such name (or derivative or logo).

 
13

 
 
20.          Proxies; Class Actions.
 
(a)           The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust/Company.  Absent contrary instructions received in writing from the Trust/Company, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations.  The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust/Company, and these records shall be available to the Trust/Company upon request.

(b)           Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series.  Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.  The Subadvisor will, however, forward to Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or Series.

21.          Notice.  Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: President; or (2) to the Subadvisor at 640 Fifth Avenue, 18 th Floor, New York, NY 10019, Attention: Chairman.

22.          Miscellaneous.

(a)           This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.  The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b)           The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c)           To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties;

(d)           If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;

 
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(e)           Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

*           *           *
 
 
15

 
 
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 29 th day of June, 2009.  This Agreement may be signed in counterparts.
 
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
       
Attest:
/s/ Thomas Lynch
 
By:
/s/ Marguerite E. H. Morrison
 
Name:
Thomas Lynch
 
Name:
Marguerite E. H. Morrison
 
Title:
Vice President
 
Title:
Managing Director
 
       
EPOCH INVESTMENT PARTNERS INC.
       
Attest:
/s/ Thomas Pernice
 
By:
/s/ Timothy T. Taussig
 
Name:
Thomas Pernice
 
Name:
Timothy T. Taussig
 
Title:
Managing Director
 
Title:
President & COO
 
 
 
16

 
 
SCHEDULE A
 
As compensation for services provided by Subadvisor with respect to each of the following Series the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for services rendered hereunder, an annual subadvisory fee with respect to such Series equal to the following:

FUND
 
ANNUAL RATE
     
MainStay Small Cap Growth Fund*
 
0.425% on assets up to $1 billion;
 
0.40% on assets over $1 billion**
     
MainStay Total Return Fund*
 
50% of the effective gross management fee***
 
     
MainStay VP Developing Growth Portfolio*
 
0.400 % on assets up to $200 million;
 
0.375 % on assets from $200 million to $500 million;
 
0.3625% on assets from $500 million to $1 billion;
 
0.350 % on assets in excess of $1 billion
     
MainStay VP Total Return Portfolio*
 
50% of the effective gross management fee****
 
The fee based upon the average daily net assets of the respective Series shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Series.

Payment will be made to the Subadvisor on a monthly basis.
 
*
Effective three years after the date of this Agreement, the Subadvisor will equally share in any modifications to the management fee or management fee breakpoints for the Series that are implemented subsequent to the date of this Agreement.

**
With respect to the MainStay Small Cap Growth Fund, to the extent that the net management fee ratio for the Fund is less than the subadvisory fee ratio due to total net expense limitation reimbursements, the Subadvisor has agreed to receive an amount equal to the net management fees.

 
A-1

 
 
*** For reference, the management fee schedule for MainStay Total Return Fund is 0.64% on assets up to $500 million; 0.60% on assets between $500 million and $1 billion; and 0.575% on assets in excess of $1 billion.

**** For reference, the management fee schedule for MainStay VP Total Return Portfolio is 0.57% on assets up to $1 billion and 0.55% on assets in excess of $1 billion.
 
 
A-2

 

Exhibit D 2 a

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS,
MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC.

AMENDMENT TO THE SUBADVISORY AGREEMENT
 
This Amendment to the Subadvisory Agreement, is made as of the 10 th 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”).
 
WHEREAS, the Manager and the Subadvisor are parties to a Subadvisory Agreement, dated June 29, 2009, as amended (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Agreement to add the MainStay Epoch Global Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund and MainStay Epoch U.S. Equity Fund, each a series of the MainStay Funds Trust.
 
NOW, THEREFORE , the parties agree as follows:
 
(i)
Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties have executed this Amendment to be effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By: 
/s Barry A. Schub
Name: Barry A. Schub
Title:   Executive Vice President

EPOCH INVESTMENT PARTNERS, INC.

By: 
/s/ Timothy Taussig
Name: Timothy Taussig
Title:  Chief Operating Officer
 
 
 

 

SCHEDULE A
(Revised as of November 10, 2009)

As compensation for services provided by Subadvisor with respect to each of the following Series the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for services rendered hereunder, an annual subadvisory fee with respect to such Series equal to the following:
 
SERIES
 
ANNUAL RATE
     
MainStay Epoch Global Choice Fund
 
0.50% on all assets
     
MainStay Epoch Global Equity Yield Fund
 
0.35% on all assets
     
MainStay Epoch International Small Cap Fund
 
0.55% on all assets
     
MainStay Epoch U.S. All Cap Fund 2
 
0.425% on assets up to $500 million;
 
0.4125% on assets from $500 million to $1 billion; and
 
0.40% on assets over $1 billion
     
MainStay Epoch U.S. Equity Fund
 
0.40% on all assets
     
MainStay Small Cap Growth Fund 1, 2
 
0.425% on assets up to $1 billion; and
 
0.40% on assets over $1 billion
     
MainStay U.S. Small Cap Fund 1, 2
(formerly Small Company Value Fund)
 
0.425% on assets up to $1 billion; and
 
0.40% on assets over $1 billion
     
MainStay Income Builder Fund 2, 3
(formerly Total Return Fund)
 
50% of the effective gross management fee
 
     
MainStay VP Developing Growth Portfolio 2
 
0.400% on assets up to $200 million;
 
0.375% on assets from $200 million to $500 million;
 
0.3625% on assets from $500 million to $1 billion; and
 
0.350% on assets over $1 billion
 


SERIES
 
ANNUAL RATE
     
MainStay VP Total Return Portfolio 2,4
  
50% of the effective gross management fee
 
The fee based upon the average daily net assets of the respective Series, unless otherwise noted, shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Series.

Payment will be made to the Subadvisor on a monthly basis.

1
With respect to the MainStay Small Cap Growth Fund and MainStay U.S. Small Cap Fund, to the extent that the net management fee ratio for the Fund is less than the subadvisory fee ratio due to total net expense limitation reimbursements, the Subadvisor has agreed to receive an amount equal to the net management fees.

2
Effective three years after the date of this Agreement, the Subadvisor will equally share in any modifications to the management fee or management fee breakpoints for the Series that are implemented subsequent to the date of this Agreement.

3
Based on the percentage of the Subadvisor’s Allocated Assets constituting the Series’ average daily net assets. For reference, the management fee schedule for MainStay Income Builder Fund is 0.64% on assets up to $500 million; 0.60% on assets between $500 million and $1 billion; and 0.575% on assets in excess of $1 billion.

4
Based on the percentage of the Subadvisor’s Allocated Assets constituting the Series’ average daily net assets.  For reference, the management fee schedule for MainStay VP Total Return Portfolio is 0.57% on assets up to $1 billion and 0.55% on assets in excess of $1 billion.

 
 

 

Exhibit d 2 b

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS,
MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC.

AMENDMENT TO THE SUBADVISORY AGREEMENT
 
This Amendment to the Subadvisory Agreement, is made as of the 20 th 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”).
 
WHEREAS, the Manager and the Subadvisor are parties to a Subadvisory Agreement, dated June 29, 2009, as amended (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Agreement to reflect a name change for the MainStay VP Developing Growth and MainStay VP Total Return Portfolios, each a series of the MainStay VP Series Fund, Inc.
 
NOW, THEREFORE , the parties agree as follows:
 
(i)
Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties have executed this Amendment to be effective as of the date first written above.

*     *     *
 
 
 

 

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By: 
/s/ Barry A. Schub
Name: Barry A. Schub
Title:   Executive Vice President

EPOCH INVESTMENT PARTNERS, INC.

By: 
/s/ Timothy Taussig
Name: Timothy Taussig
Title:   Chief Operating Officer
 
 
 

 

SCHEDULE A
(Revised as of November 20, 2009)

As compensation for services provided by Subadvisor with respect to each of the following Series the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for services rendered hereunder, an annual subadvisory fee with respect to such Series equal to the following:

SERIES
 
ANNUAL RATE
     
MainStay Epoch Global Choice Fund
 
0.50% on all assets
     
MainStay Epoch Global Equity Yield Fund
 
0.35% on all assets
     
MainStay Epoch International Small Cap Fund
 
0.55% on all assets
     
MainStay Epoch U.S. All Cap Fund 2
 
0.425% on assets up to $500 million;
     
   
0.4125% on assets from $500 million to $1 billion; and
     
   
0.40% on assets over $1 billion
     
MainStay Epoch U.S. Equity Fund
 
0.40% on all assets
     
MainStay Small Cap Growth Fund 1, 2
 
0.425% on assets up to $1 billion; and
     
   
0.40% on assets over $1 billion
     
MainStay U.S. Small Cap Fund 1, 2
(formerly Small Company Value Fund)
 
0.425% on assets up to $1 billion; and
   
0.40% on assets over $1 billion
     
MainStay Income Builder Fund 2, 3
(formerly Total Return Fund)
 
50% of the effective gross management fee
     
MainStay VP U.S. Small Cap Portfolio 2
(formerly Developing Growth Portfolio)
 
0.400% on assets up to $200 million;
   
0.375% on assets from $200 million to $500 million;
     
   
0.3625% on assets from $500 million to $1 billion; and
     
   
0.350% on assets over $1 billion
 
 
 

 
 
SERIES
 
ANNUAL RATE
     
MainStay VP Income Builder Portfolio 2,4
(formerly Total Return Portfolio)
  
50% of the effective gross management fee

The fee based upon the average daily net assets of the respective Series, unless otherwise noted, shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Series.

Payment will be made to the Subadvisor on a monthly basis.

1
With respect to the MainStay Small Cap Growth Fund and MainStay U.S. Small Cap Fund, to the extent that the net management fee ratio for the Fund is less than the subadvisory fee ratio due to total net expense limitation reimbursements, the Subadvisor has agreed to receive an amount equal to the net management fees.

2
Effective three years after the date of this Agreement, the Subadvisor will equally share in any modifications to the management fee or management fee breakpoints for the Series that are implemented subsequent to the date of this Agreement.

3
Based on the percentage of the Subadvisor’s Allocated Assets constituting the Series’ average daily net assets. For reference, the management fee schedule for MainStay Income Builder Fund is 0.64% on assets up to $500 million; 0.60% on assets between $500 million and $1 billion; and 0.575% on assets over $1 billion.

4
Based on the percentage of the Subadvisor’s Allocated Assets constituting the Series’ average daily net assets.  For reference, the management fee schedule for MainStay VP Income Builder Portfolio is 0.57% on assets up to $1 billion and 0.55% on assets over $1 billion.

 
 

 
Exhibit d 3
 
MAINSTAY FUNDS TRUST

SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the 26 th day of February, 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”).

WHEREAS, MainStay Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, the Trust is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into a Management Agreement dated November 10, 2009 with the Trust, on behalf of its series, as amended (the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Trust; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of the Trust and manage such portion of the Trust as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1.            Appointment.   The Manager hereby appoints MacKay Shields LLC to act as Subadvisor to the series designated on Schedule A of this Agreement (the “Series”) with respect to all or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (“Allocated Assets”) subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods and on the terms set forth in this Agreement.  The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

In the event the Trust designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing.  If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.
 

 
2.            Portfolio Management Duties.   Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio.  The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series.  The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager.  The Subadvisor further agrees as follows:

(a)           The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective.

(b)           The Subadvisor will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Trust’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c)           On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust and to such other clients, subject to review by the Manager and the Board.  The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust.

(d)           In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series.  With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent.
 
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(e)           The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f)           The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws.  The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

(g)           The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees and the Manager may reasonably request.

(h)           In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust’s Board and by a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust assets:
 
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(i)           been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii)           been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii)           been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

(i)           The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Series, at the expense of the Allocated Assets or Series.  Such documentation may relate to investments to be made or sold, currently held or previously held.  The authority shall include, without limitation:  (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.  Manager represents that the Allocated Assets or Series can settle such private placements.

3.            Compensation.   For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as full compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Manager. Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.
 
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4.            Broker-Dealer Selection.   The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Series’ Allocated Assets, for broker-dealer selection and for negotiation of brokerage commission rates.  The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the following:  price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities.  Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion.  To the extent consistent with these standards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Subadvisor if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research, statistical material or other services to the Series, the Subadvisor or an affiliate of the Subadvisor.  Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.
 
5.            Disclosure about Subadvisor.   The Subadvisor has reviewed the post-effective amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.  The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

6.            Expenses.   During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff for their activities in connection with its portfolio management duties under this Agreement.  The Manager or the Trust shall be responsible for all the expenses of the Trust’s operations, including, but not limited to:

(a)           the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust;

(b)           the fees and expenses of each Series which relate to:  (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Series not being maintained by the Manager; (iii) the pricing of the Series’ shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of the Trustees of the Trust; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Series’ shares;
 
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(c)           the fees and expenses of the Trust’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

(d)           the charges and expenses of legal counsel and independent accountants for the Trust;

(e)           brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Series;

(f)           all taxes and business fees payable by the Trust or the Series to federal, state or other governmental agencies;

(g)           the fees of any trade association of which the Trust may be a member;

(h)           the cost of share certificates representing the Series’ shares;

(i)           the fees and expenses involved in registering and maintaining registrations of the Trust and of its Series with the SEC, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j)           allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

(k)           litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; and

(l)           any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7.            Compliance.

(a)           The Subadvisor agrees to assist the Manager and the Trust in complying with the Trust’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to:  (i) periodically providing the Trust’s Chief Compliance Officer with requested information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time following the Subadvisor becoming aware of such deficiency; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time.  The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board’ approval of the Subadvisor’s Compliance Program.
 
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(b)           The Subadvisor agrees that it shall immediately notify the Manager and the Trust’s Chief Compliance Officer:  (i) in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.  The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor about the Subadvisor that is not contained in the Registration Statement or prospectus for the Trust, or any amendment or supplement thereto, or upon the Subadvisor becoming aware of any statement contained therein about the Subadvisor that becomes untrue in any material respect.

(c)           The Manager agrees that it shall immediately notify the Subadvisor:  (i) in the event that the SEC has censured the Manager or the Trust, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

8.            Documents.   The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a)           Declaration of Trust of the Trust, as amended from time to time, as filed with the Secretary of the State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”);

(b)           By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

(c)           Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d)           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;

(e)           Notification of Registration of the Trust under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto; and

(f)           Prospectus and Statement of Additional Information of the Series.
 
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9.            Books and Records.   In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Series are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

10.            Cooperation.   Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust.

11.            Representations Respecting Subadvisor.   The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor.  The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

12.            Confidentiality.   The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders, unless otherwise required by law.  The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder.  Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or otherwise required by law.

13.            Control.   Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14.            Liability.   Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Trust and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.
 
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Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

15.            Indemnification.

(a)           The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust, which:  (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or Prospectus covering shares of the Trust or a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, the Trust or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
 
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(b)           Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Series, which:  (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; (ii) may be based upon a failure to comply with Section 2, Paragraph (a) of this Agreement; or (iii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus covering the shares of the Trust or a Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust or any affiliated person of the Manager or Trust by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
 
(c)           The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Subadvisor Indemnified Person.  If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person.  The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.
 
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(d)           The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person.  If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person.  The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

16.            Services Not Exclusive.   The services furnished by the Subadvisor hereunder are not to be deemed exclusive, and except as the Subadvisor may otherwise agree in writing, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a Trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
 
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17.            Duration and Termination.   This Agreement shall become effective on the date first indicated above.  Unless terminated as provided herein, the Agreement shall remain in full force and effect for an initial period of two (2) years from the date first indicated above when following a shareholder approval, and otherwise a period of one (1) year, and continue on an annual basis thereafter with respect to the Series, provided that such continuance is specifically approved each year by:  (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Series; and (b) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.  Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding:  (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.  Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder:  (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust.  In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason.  In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

18.            Amendments.   No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by an affirmative vote of:  (i) the holders of a majority of the outstanding voting securities of the Series; and (ii) the Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

19.            Use of Name.

(a)           It is understood that the name MainStay or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager to the Trust and/or the Series.  Upon termination of the Management Agreement between the Trust and the Manager, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b)           It is understood that the name MacKay Shields LLC or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Trust and/or the Series have the right to use such name (or derivative or logo) in offering materials of the Trust or sales materials with respect to the Trust with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Trust and/or the Series.  Upon termination of this Agreement, the Trust shall forthwith cease to use such name (or derivative or logo).
 
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20.            Proxies; Class Actions.

(a)           The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust.  Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations.  The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request.

(b)           Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series.  Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.  The Subadvisor will, however, forward to Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or Series.

21.            Notice.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: President; or (2) to the Subadvisor at 9 West 57 th Street, 33rd Floor, New York, NY 10019, Attention: Chairman.

22.            Miscellaneous.

(a)           This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.  The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b)           The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c)           To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties;

(d)           If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;

(e)           Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

*           *           *

 
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 26 th day of February, 2010.  This Agreement may be signed in counterparts.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:
  
/s/ Stephen P. Fisher
 
Attest:
/s/ Thomas Lynch
Name:
 
Stephen P. Fisher
   
Thomas Lynch
Title:
 
Senior Managing Director
   
Vice President and Assistant General
   
Counsel
     

MACKAY SHIELDS LLC

 
/s/ Ellen Metzger
   
Attest:  
/s/ Lucille Protas
   
Name:
Elllen Metzger
   
Name:
Lucille Protas
   
Title:
Senior Managing
   
Title:
Acting Chief Executive Officer
     
Director and General Counsel
       

 
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SCHEDULE A
(As of February 26, 2010)

As compensation for services provided by Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:

FUND
 
ANNUAL RATE
 
       
Intermediate Term Bond
    0.200 %
         
Short Term Bond
    0.150 %

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.

 
A-1

 

Exhibit d 3 a

MAINSTAY FUNDS TRUST

AMENDMENT TO THE SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the 30 th 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”).

WHEREAS, the Manager and the Subadvisor are parties to a Subadvisory Agreement, dated as of February 26, 2010 (the “Agreement”); and

WHEREAS , the parties hereby wish to amend the Agreement to reflect the addition of the MainStay High Yield Municipal Bond Fund.
 
NOW, THEREFORE , the parties agree as follows:
 
 
(i)
effective March 30, 2010, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties have executed this Amendment to be effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Thomas Lynch
 
By:
/s/ Stephen P. Fisher
Name: 
Thomas Lynch
 
Name: 
Stephen P. Fisher
Title:
Vice President & Assistant
 
Title:
Senior Managing Director
 
General Counsel
     

MACKAY SHIELDS LLC

Attest:
/s/ Ellen Metzger
 
By:
/s/ Lucille Protas
Name: 
Ellen Metzger
 
Name: 
Lucille Protas
Title:
Senior Managing Director and
 
Title:
Acting Chief Executive Officer
 
General Counsel
     
 
 
 

 

Exhibit d 3 a

SCHEDULE A
(As of March 30, 2010)

As compensation for services provided by Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, an annual subadvisory fee equal to the following:

FUND
 
ANNUAL RATE
 
       
Intermediate Term Bond Fund
    0.200 %
         
High Yield Municipal Bond Fund*
    0.275 %
         
Short Term Bond Fund
    0.150 %

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.

* For certain Funds listed above, the Manager has agreed to waive a portion of the Fund’s management fee or reimburse the expenses of the appropriate class of the Fund so that the class’ total ordinary operating expenses do not exceed certain amounts.  These waivers or expense limitations may be changed with Board approval.  To the extent the Manager has agreed to waive its management fee or reimburse expenses, MacKay Shields, as Subadvisor for these Funds, has voluntarily agreed to waive or reimburse its fee proportionately.

 
 

 
Exhibit d 4
 
MAINSTAY FUNDS TRUST

SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the 26 th day of February, 2010 (the “Agreement”), 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”).

WHEREAS, The MainStay Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, the Trust is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into a Management Agreement dated November 10, 2009 with the Trust, on behalf of its series, as amended (the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Trust; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of the Trust and manage such portion of the Trust as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1.            Appointment.   The Manager hereby appoints Madison Square Investors LLC to act as Subadvisor to the series designated on Schedule A of this Agreement (the “Series”) with respect to all or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (“Allocated Assets”) subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods and on the terms set forth in this Agreement.  The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

 

 

In the event the Trust designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing.  If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.

2.            Portfolio Management Duties.   Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio.  The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series.  The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager.  The Subadvisor further agrees as follows:

(a)           The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective.

(b)           The Subadvisor will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Trust’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c)           On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust and to such other clients, subject to review by the Manager and the Board.  The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust.

 
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(d)           In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series.  With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent.

(e)           The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f)           The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws.  The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

(g)           The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees and the Manager may reasonably request.

(h)           In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement.  The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust’s Board and by a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust to the extent required by the 1940 Act.  The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust assets:

 
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(i)           been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii)           been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii)          been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

(i)           The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Series, at the expense of the Allocated Assets or Series.  Such documentation may relate to investments to be made or sold, currently held or previously held.  The authority shall include, without limitation:  (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.  Manager represents that the Allocated Assets or Series can settle such private placements.

3.            Compensation.   For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A.  Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Manager.  Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.

 
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4.            Broker-Dealer Selection.   The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Series’ Allocated Assets, for broker-dealer selection and for negotiation of brokerage commission rates.  The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the following:  price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities.  Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion.  To the extent consistent with these standards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Subadvisor if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research, statistical material or other services to the Series, the Subadvisor or an affiliate of the Subadvisor.  Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

5.            Disclosure about Subadvisor.   The Subadvisor has reviewed the post-effective amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.  The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

6.            Expenses.   During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff for their activities in connection with its portfolio management duties under this Agreement.  The Manager or the Trust shall be responsible for all the expenses of the Trust’s operations, including, but not limited to:

(a)           the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust;

 
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(b)           the fees and expenses of each Series which relate to:  (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Series not being maintained by the Manager; (iii) the pricing of the Series’ shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of the Trustees of the Trust; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Series’ shares;
 
(c)           the fees and expenses of the Trust’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

(d)           the charges and expenses of legal counsel and independent accountants for the Trust;

(e)           brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Series;

(f)           all taxes and business fees payable by the Trust or the Series to federal, state or other governmental agencies;

(g)           the fees of any trade association of which the Trust may be a member;

(h)           the cost of share certificates representing the Series’ shares;

(i)           the fees and expenses involved in registering and maintaining registrations of the Trust and of its Series with the SEC, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j)           allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

(k)          litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; and

(l)           any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

 
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7.            Compliance.

(a)           The Subadvisor agrees to assist the Manager and the Trust in complying with the Trust’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to:  (i) periodically providing the Trust’s Chief Compliance Officer with requested information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time following the Subadvisor becoming aware of such deficiency; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time.  The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board’ approval of the Subadvisor’s Compliance Program.

(b)           The Subadvisor agrees that it shall immediately notify the Manager and the Trust’s Chief Compliance Officer:  (i) in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.  The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor about the Subadvisor that is not contained in the Registration Statement or prospectus for the Trust, or any amendment or supplement thereto, or upon the Subadvisor becoming aware of any statement contained therein about the Subadvisor that becomes untrue in any material respect.

(c)           The Manager agrees that it shall immediately notify the Subadvisor:  (i) in the event that the SEC has censured the Manager or the Trust, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

8.            Documents.   The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a)           Declaration of Trust of the Trust, as amended from time to time, as filed with the Secretary of the State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”);

(b)           By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

 
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(c)           Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d)           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;

(e)           Notification of Registration of the Trust under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto; and

(f)           Prospectus and Statement of Additional Information of the Series.

9.            Books and Records.   In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Series are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

10.          Cooperation.   Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust.

11.          Representations Respecting Subadvisor.   The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor.  The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

12.          Confidentiality.   The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders, unless required by law.  The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder.  Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or otherwise required by law.

 
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13.          Control.   Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14.          Liability.   Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Trust and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.

Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

15.          Indemnification.

(a)           The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust, which:  (i) is  based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) is  based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or Prospectus covering shares of the Trust or a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, the Trust or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

 
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(b)           Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Series, which:  (i) is based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; (ii) is based upon a failure by the Subadvisor to comply with Section 2, Paragraph (a) of this Agreement; or (iii) is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus covering the shares of the Trust or a Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust or any affiliated person of the Manager or Trust by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c)           The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Subadvisor Indemnified Person.  If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person.  The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.

 
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(d)           The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Manager Indemnified Person.  If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person.  The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

 
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16.          Services Not Exclusive.   The services furnished by the Subadvisor hereunder are not to be deemed exclusive, and except as the Subadvisor may otherwise agree in writing, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a Trustee/Director, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

17.          Duration and Termination.   This Agreement shall become effective on the date first indicated above.  Unless terminated as provided herein, the Agreement shall remain in full force and effect for an initial period of two (2) years from the date first indicated above when following a shareholder approval, and otherwise a period of one (1) year, and continue on an annual basis thereafter with respect to the Series, provided that such continuance is specifically approved each year by:  (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Series; and (b) the vote of a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.  Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding:  (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.  Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder:  (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust.  In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason.  In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

18.          Amendments.   No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by an affirmative vote of:  (i) the holders of a majority of the outstanding voting securities of the Series; and (ii) the Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

 
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19.          Use of Name.

(a)           It is understood that the name MainStay or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager to the Trust and/or the Series.  Upon termination of the Management Agreement between the Trust and the Manager, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b)           It is understood that the name Madison Square Investors LLC or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Trust and/or the Series have the right to use such name (or derivative or logo) in offering materials of the Trust or sales materials with respect to the Trust with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Trust and/or the Series.  Upon termination of this Agreement, the Trust shall forthwith cease to use such name (or derivative or logo).

20.          Proxies; Class Actions.

(a)           The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust.  Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations.  The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request.

(b)           Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series.  Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.  The Subadvisor will, however, forward to Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or Series.

21.          Notice.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: President; or (2) to the Subadvisor at Madison Square Investors LLC, 1180 Avenue of the Americas, New York, New York 10036, Attention: President.

 
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22.          Miscellaneous.

(a)           This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.  The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b)           The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c)           To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties;

(d)           If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;

(e)           Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

*           *           *

 
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 26 th day of February, 2010.  This Agreement may be signed in counterparts.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Thomas Lynch
 
By:
/s/ Stephen P. Fisher
 
Name:
Thomas Lynch
 
Name:
Stephen P. Fisher
 
Title:
Vice President and
 
Title:
Senior Managing Director
 
 
Assistant General Counsel
       
           
MADISON SQUARE INVESTORS LLC
 
           
Attest:
/s/ Nellie Bobe
 
By:
/s/ Tony Elavia
 
Name:
Nellie Bobe
 
Name:
Senior Managing Director
 
Title:
2 nd VP
 
Title:
Chief Executive Officer
 
 
 
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SCHEDULE A

(As of February 26, 2010)

As compensation for services provided by Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:

FUND
 
ANNUAL RATE
     
Conservative Allocation Fund *
 
0.050%
     
Growth Allocation Fund *
 
0.050%
     
Growth Equity Fund *
 
0.350% up to $500 million; and
0.3375% in excess of $500 million
     
Moderate Allocation Fund  *
 
0.050%
     
Moderate Growth Allocation Fund *
 
0.050%
     
S&P 500 Index Fund *
 
0.125% up to $1 billion;
0.1125% from $1 billion to $2 billion;
0.1075% from $2 billion to $3 billion; and
0.100% in excess of $3 billion
     
130/30 Core Fund *
 
0.500%
     
130/30 Growth Fund *
 
0.500%
     
130/30 International Fund *
 
0.550%
     
Retirement 2010 Fund *
 
0.050%
     
Retirement 2020 Fund *
 
0.050%
     
Retirement 2030 Fund *
 
0.050%
     
Retirement 2040 Fund *
 
0.050%
     
Retirement 2050 Fund *
 
0.050%

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.
 
 
 

 
 
* For certain Funds listed above, the Manager has agreed to waive a portion of each Fund’s management fee or reimburse the expenses of the appropriate class of the Fund so that the class’ total ordinary operating expenses do not exceed certain amounts.  These waivers or expense limitations may be changed with Board approval.  To the extent the Manager has agreed to waive its management fee or reimburse expenses, Madison Square Investors LLC, as Subadvisor for these Funds, has voluntarily agreed to waive or reimburse its fee proportionately.

 

 
Exhibit d 5

MAINSTAY FUNDS TRUST

SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the 26 th 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”).

WHEREAS, MainStay Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, the Trust is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into a Management Agreement dated November 10, 2009 with the Trust, on behalf of its series, as amended (the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Trust; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of the Trust and manage such portion of the Trust as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1.            Appointment.   The Manager hereby appoints Institutional Capital LLC to act as Subadvisor to the series designated on Schedule A of this Agreement (the “Series”) with respect to all or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (“Allocated Assets”) subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods and on the terms set forth in this Agreement.  The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
 

 
2.            Portfolio Management Duties.   Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio.  The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Series.  The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager.  The Subadvisor further agrees as follows:

(a)           The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will coordinate efforts with the Manager with that objective.

(b)           The Subadvisor will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Trust’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c)           On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series as well as of other investment advisory clients of the Subadvisor, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust and to such other clients, subject to review by the Manager and the Board.  The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Trust.

(d)           In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Series, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series.  With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Trust’s custodian and portfolio accounting agent.
 
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(e)           The Subadvisor will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f)           The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Series’ investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws.  The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

(g)           The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees and the Manager may reasonably request.

(h)           In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement.  The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Series unless the contract with such company is approved by a majority of the Trust’s Board and by a majority of Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Trust, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Series of the Trust to the extent required by the 1940 Act.  The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge in any way material to the services provided under this Agreement:
 
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(i)           been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii)           been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii)           been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

(i)           The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Series, at the expense of the Allocated Assets or Series.  Such documentation may relate to investments to be made or sold, currently held or previously held.  The authority shall include, without limitation:  (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.  Manager represents that the Allocated Assets or Series can settle such private placements.

3.            Compensation.   For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as full compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A.  Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Manager.  Expense caps or fee waivers for the Series that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.
 
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4.            Broker-Dealer Selection.   The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Series’ Allocated Assets, for broker-dealer selection and for negotiation of brokerage commission rates.  The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the following:  price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities.  Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered.  Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion.  To the extent consistent with these standards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Subadvisor if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research, statistical material or other services to the Series, the Subadvisor or an affiliate of the Subadvisor.  Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

5.            Disclosure about Subadvisor.   The Subadvisor has reviewed the post-effective amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor or information relating directly or indirectly to the Subadvisor, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.  The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

6.            Expenses.   During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff for their activities in connection with its portfolio management duties under this Agreement.  The Manager or the Trust shall be responsible for all the expenses of the Trust’s operations, including, but not limited to:

(a)           the fees and expenses of Trustees who are not interested persons of the Manager or of the Trust;

(b)           the fees and expenses of each Series which relate to:  (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Series not being maintained by the Manager; (iii) the pricing of the Series’ shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of the Trustees of the Trust; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Series’ shares;
 
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(c)           the fees and expenses of the Trust’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

(d)           the charges and expenses of legal counsel and independent accountants for the Trust;

(e)           brokers’ commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions on behalf of the Series;

(f)           all taxes and business fees payable by the Trust or the Series to federal, state or other governmental agencies;

(g)           the fees of any trade association of which the Trust may be a member;

(h)           the cost of share certificates representing the Series’ shares;

(i)           the fees and expenses involved in registering and maintaining registrations of the Trust and of its Series with the SEC, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Trust’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j)           allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

(k)           litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; and

(l)           any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7.            Compliance.

(a)           The Subadvisor agrees to assist the Manager and the Trust in complying with the Trust’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to:  (i) periodically providing the Trust’s Chief Compliance Officer with information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to the Trust’s Chief Compliance Officer within a reasonable time.  The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program and receive annual reports in compliance with Rule 38a-1, and acknowledges that this Agreement is conditioned upon the Board’ approval of the Subadvisor’s Compliance Program.
 
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(b)           The Subadvisor agrees that it shall immediately notify the Manager and the Trust’s Chief Compliance Officer:  (i) in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.  The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor respecting or relating to the Subadvisor that is not contained in the Registration Statement or prospectus for the Trust, or any amendment or supplement thereto, or of any statement contained therein that becomes untrue in any material respect.

(c)           The Manager agrees that it shall immediately notify the Subadvisor:  (i) in the event that the SEC has censured the Manager or the Trust, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

8.            Documents.   The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a)           Declaration of Trust of the Trust, as amended from time to time, as filed with the Secretary of the State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”);

(b)           By-Laws of the Trust, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

(c)           Certified Resolutions of the Trustees of the Trust authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d)           Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;
 
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(e)           Notification of Registration of the Trust under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto; and

(f)           Prospectus and Statement of Additional Information of the Series.

9.            Books and Records.   In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Series are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

10.           Cooperation.   Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust.

11.           Representations Respecting Subadvisor.   The Manager and the Trust agree that neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Subadvisor.

12.           Confidentiality.   The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Series and its prior, present or potential shareholders.  The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder.  Such information may not be disclosed except after prior notification to and approval in writing by the Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities.

13.           Control.   Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14.           Liability.   Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Trust and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.
 
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Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

15.           Indemnification.

(a)           The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust, which:  (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or Prospectus covering shares of the Trust or a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, the Trust or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
 
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(b)           Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Series, which:  (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; (ii) may be based upon a failure to comply with Section 2, Paragraph (a) of this Agreement; or (iii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus covering the shares of the Trust or a Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust or any affiliated person of the Manager or Trust by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c)           The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Subadvisor Indemnified Person.  If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person.  The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.
 
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(d)           The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15.  In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person.  If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person.  The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.  The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

16.            Services Not Exclusive.   The services furnished by the Subadvisor hereunder are not to be deemed exclusive, and except as the Subadvisor may otherwise agree in writing, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.  Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
 
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17.            Duration and Termination .  This Agreement shall become effective on the date first indicated above.  Unless terminated as provided herein, the Agreement shall remain in full force and effect for an initial period of two (2) years from the date first indicated above when following a shareholder approval, and otherwise a period of one (1) year, and continue on an annual basis thereafter with respect to the Series, provided that such continuance is specifically approved each year by:  (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Series; and (b) the vote of a majority of those Trustees/Directors who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.  Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding:  (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.  Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder:  (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Trust; (B) at any time without payment of any penalty by the Trust, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Trust.  In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records.  The Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Trust is assigned or terminates for any other reason.  In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

18.            Amendments.   No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by an affirmative vote of the Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

19.           Use of Name.

(a)           It is understood that the name MainStay, or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager, and the Subadviser is Subadviser, to the Trust and/or the Series.  Upon termination of this Agreement or the Management Agreement between the Trust and the Manager, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b)           It is understood that the name Institutional Capital LLC or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Trust and/or the Series have the right to use such name (or derivative or logo) in offering materials of the Trust or sales materials with respect to the Trust with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Trust and/or the Series.  Upon termination of this Agreement, the Trust shall forthwith cease to use such name (or derivative or logo).
 
12

 
20.           Proxies; Class Actions.

(a)           The Manager delegates proxy voting authority to the Subadvisor.  The Subadvisor has adopted proxy voting policies and procedures designed to ensure that all proxies solicited by or with respect to the issuers of securities held by the Series are reviewed on a case-by-case basis and voted in the best interests of the Series without regard to the interests of the Subadvisor.  The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Series, and these records shall be available to the Trust upon request.

(b)           Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series.  Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.  The Subadvisor will, however, forward to Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or Series.

21.           Notice.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: President; or (2) to the Subadvisor at Institutional Capital LLC, 225 West Wacker Drive, Suite 2400, Chicago, Illinois, 60606, Attention: President.

22.           Miscellaneous.

(a)           This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder.  The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b)           The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c)           To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties;

(d)           If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;
 
13

 
(e)           Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

*           *           *

 
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 26 th day of February 2010.  This Agreement may be signed in counterparts.

 
NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Thomas Lynch
 
By:
/s/ Stephen P. Fisher
Name:
Thomas Lynch
 
Name:
Stephen P. Fisher
Title:
Vice President and
 
Title:
Senior Managing Director
 
Assistant General Counsel
     

INSTITUTIONAL CAPITAL LLC

Attest:
/s/ Brian Franc
 
By:
/s/ Jerrold K. Senser
Name:
Brian Franc
   
Name: Jerrold K Senser
Title:
CCO
   
Title: CEO
 
14

 
SCHEDULE A
(As of February 26, 2010)

As compensation for services provided by Subadvisor the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:

FUND
 
ANNUAL RATE
 
       
ICAP Equity Fund
    0.40 %
         
ICAP Global Fund
    0.40 %
         
ICAP International Fund
    0.40 %
         
ICAP Select Equity Fund
    0.40 %

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.

A-1

 
Exhibit d 5 a

MainStay Funds Trust
Amendment to the Subadvisory Agreement

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

WITNESSETH:

WHEREAS , the Manager and the Subadvisor are parties to a Subadvisory Agreement, dated February 26, 2010 (the “Subadvisory Agreement”); and

WHEREAS , the parties hereby wish to amend the Subadvisory Agreement to reflect    revisions to the subadvisory fee for MainStay ICAP Select Equity Fund.

NOW, THEREFORE , the parties hereto agree as follows:

 
(i)
Effective August 1, 2010, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

IN WITNESS WHEREOF , the parties have caused this Amendment to be executed by their duly authorized officers and attested effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:
/s/ Kevin M. Bopp     
By:
/s/ Stephen P. Fisher
Name:
Kevin M. Bopp
   
Name:
     Stephen P. Fisher
Title:
Vice President and
   
Title:
     Senior Managing Director
 
Assistant General Counsel
       
           
INSTITUTIONAL CAPITAL LLC
       
           
Attest:
/s/ Brian Franc
  By: /s/ Jerrold K. Senser
Name:
Brian Franc
   
Name:
     Jerrold K. Senser
Title:
Chief Compliance Officer
   
Title:
     Chief Executive Officer


 
SCHEDULE A

(as of August 1, 2010)

As Compensation for services provided by Subadvisor, the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:

Fund
Annual Rate as a Percentage of Daily Net Assets
MainStay ICAP Equity Fund
.40%
   
MainStay ICAP Select Equity Fund
.40% up to $5 billion; and .3875%
 
in excess of $5 billion
   
MainStay ICAP International Equity Fund
.40%
   
MainStay ICAP Global Fund
.40%

The portion of the fee based upon the average daily net assets of the respective Fund shall be accrued daily at the rate of 1/ (number of days in calendar year) of the annual rate applied to the daily net assets of the Fund.

Payment will be made to the Subadvisor on a monthly basis.

2

 
Exhibit e 1

DISTRIBUTION AGREEMENT
 
AGREEMENT made as of this 10 th 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”).

WITNESSETH:

WHEREAS, the Trust is registered under the Investment Trust Act of 1940, as amended (the “1940 Act”), as an open-end management investment Trust and it is in the interest of the Trust to offer its shares of common stock (the “Shares”) for sale continuously;

WHEREAS, the Shares of the Trust are divided into separate series (the “Funds”), each of which has been established pursuant to a written instrument executed by the Trustees of the Trust, and the Trustees may from time to time terminate such Funds or establish and terminate additional Funds; and

WHEREAS, the Trust and the Distributor wish to enter into an agreement with each other with respect to the continuous offering of the Trust’s Shares, to commence after the effectiveness of its initial registration statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

NOW, THEREFORE, the parties agree as follows:

Section 1. Appointment of the Distributor.

The Trust hereby appoints the Distributor its exclusive agent to sell and to arrange for the sale of the Shares of the Trust, including both issued and treasury shares, on the terms and for the period set forth in this Agreement, and the Distributor hereby accepts such appointment and agrees to act hereunder.

Section 2. Services and Duties of the Distributor.

(a) The Distributor agrees to sell, as agent for the Trust, from time to time during the term of this Agreement, the Shares (whether unissued or treasury shares, in the Trust’s sole discretion) upon the terms described in the Funds’ prospectus or prospectuses. As used in this Agreement, the term “Prospectus” shall mean the Funds’ prospectus or prospectuses and the statement of additional information included as part of the Trust’s Registration Statement, as such prospectus, prospectuses and statement of additional information may be amended or supplemented from time to time, and the term “Registration Statement” shall mean the Registration Statement most recently filed from time to time by the Trust with the Securities and Exchange Commission and effective under the 1933 Act and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect.
 
1

 
Exhibit e 1
 
(b) Upon commencement of the Trust’s operations, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of the Shares and will accept such orders on behalf of the Trust as of the time of receipt of such orders and will transmit such orders as are so accepted to the Trust’s transfer and dividend disbursing agent as promptly as practicable. Purchase orders shall be deemed effective at the times and in the manner set forth in the Prospectus.

(c) The Distributor in its discretion may purchase from the Trust as principal and may sell Shares to such registered and qualified retail dealers as it may select. In making agreements with such dealers, the Distributor shall act only as principal and not as agent for the Trust.

(d) The offering price of the Shares shall be the price per share (the “Offering Price”) specified and determined as provided in the Prospectus. The Trust shall furnish the Distributor, with all possible promptness, an advice of each computation of net asset value.

(e) The Distributor shall not be obligated to sell any certain number of Shares and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby.

(f) The Distributor is authorized on behalf of the Trust to purchase Shares presented to it by dealers at the price determined in accordance with, and in the manner set forth in, the Prospectus.

Section 3. Duties of the Trust.

(a) The Trust agrees to sell Shares so long as it has Shares available for sale except for such times at which the sale of its Shares has been suspended by order of the Trustees or by order of the Securities and Exchange Commission: and to deliver certificates (if any) for, or cause the Trust’s transfer and dividend disbursing agent (or such other agent as designated by the Trust) to issue confirmations evidencing, such Shares registered in such names and amounts as the Distributor has requested in writing, as promptly as practicable after receipt by the Trust of payment therefor at the net asset value thereof and written request of the Distributor therefor.

(b) The Trust shall keep the Distributor fully informed with regard to its affairs and shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of the Trust, and this shall include one certified copy, upon request by the Distributor, of all financial statements prepared by the Trust and audited by its independent accountants and such reasonable number of copies of its most current Prospectus and annual and interim reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Trust’s Shares and in the performance of the Distributor under this Agreement.
 
2

 
Exhibit e 1
 
(c) The Trust shall take, from time to time, all such steps, including payment of the related filing fee, as may be necessary to register the Shares under the 1933 Act and to make available for sale such number of Shares as the Distributor may be expected to sell. The Trust agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there may be no untrue statement of a material fact in a Registration Statement or Prospectus, or necessary in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading.

(d) The Trust shall use its best efforts to qualify and maintain the qualification of an appropriate number of its Shares for sale under the securities laws of such states as the Distributor and the Trust may approve, and, if necessary or appropriate in connection therewith, to qualify and maintain the qualification of the Trust as a broker or dealer in such states; provided that the Trust shall not be required to amend its Articles of Incorporation or By-laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration Statement and Prospectus, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Trust in connection with such qualifications.

Section 4. Expenses.

(a) The Trust shall bear all costs and expenses of the continuous offering of its Shares in connection with: (i) fees and disbursements of its counsel and independent accountants, (ii) the preparation, filing and printing of any Registration Statements and/or Prospectuses required by and under the federal securities laws, (iii) the preparation and mailing of annual and interim reports, Prospectuses and proxy materials to shareholders, (iv) the qualifications of the Shares for sale and of the Trust pursuant to Section 3(d) hereof and the cost and expenses payable to each such state for continuing qualification therein, and (v) any expenses assumed by the Funds pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

(b) The Distributor shall bear: (i) the costs and expenses of preparing, printing and distributing any materials not prepared by the Trust and other materials used by the Trust in connection with its offering of Shares for sale to the public, including the additional cost of printing copies of the Prospectus and of annual and interim reports to shareholders, other than copies thereof required for distribution to existing shareholders or for filing with any federal securities authorities, (ii) any expenses of advertising incurred by the Distributor in connection with such offering, and (iii) the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification.

Section 5. Fees .

Except to the extent set forth in Section 4, the Distributor will render all services hereunder without compensation or reimbursement.
 
3

 
Exhibit e 1
 
Section 6. Indemnification .

The Trust agrees to indemnify, defend and hold the Distributor, its officers and trustees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Distributor, its officers, trustees or any such controlling person may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Trust for use in the Registration Statement or Prospectus; provided, however, that this indemnity agreement, to the extent that it might require indemnity of any person who is also an officer or director of the Trust or who controls the Trust within the meaning of Section 15 of the 1933 Act, shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act; and further provided, that in no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Trust or to its security holders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement. The Trust’s agreement to indemnify the Distributor, its officers and trustees and any such controlling person as aforesaid is expressly conditioned upon the Trust’s being promptly notified of any action brought against the Distributor, its officers or trustees, or any such controlling person, such notification to be given by letter or telegram addressed to the Trust at its principal business office. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the issue and sale of the Shares of any Fund.

The Distributor agrees to indemnify, defend and hold the Trust, its officers and trustees and any person who controls the Trust, if any, within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its trustees or officers or any such controlling person may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its trustees or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Trust for use in the Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. The Distributor’s agreement to indemnify the Trust, its trustees and officers, and any such controlling person as aforesaid is expressly conditioned upon the, Distributor’s being promptly notified of any action brought against the Trust, its officers or trustees or any such controlling person, such notification being given to the Distributor at its principal business office.
 
4

 
Exhibit e 1
 
Section 7. Compliance with Securities Laws.

The Trust represents that it is registered as an open-end management investment Trust under the 1940 Act, and agrees that it will comply with all of the provisions of the 1940 Act and of the rules and regulations thereunder. The Trust and the Distributor each agree to comply with all of the applicable terms and provisions of the 1940 Act, the 1933 Act and, subject to the provisions of Section 3(d) hereof, all applicable state “Blue Sky” laws, including but not limited to the broker-dealer registration requirements. The Distributor agrees to comply with all of the applicable terms and provisions of the Securities Exchange Act of 1934, as amended, including but not limited to the broker-dealer registration requirements.

Section 8. Term of Agreement; Termination.

This Agreement shall commence on the date first set forth above. This Agreement shall continue in effect for a period more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act.

This Agreement shall terminate automatically in the event of its assignment (as defined by the 1940 Act). In addition, this Agreement may be terminated with respect to the Trust or a Fund by vote of a majority of the Trust’s Trustees who are not “interested persons” (as defined in the 1940 Act), or with respect to the Trust or a Fund by vote of a majority of the outstanding voting securities of the Trust or the Fund, as the case may be, or by the Distributor, without penalty, upon sixty days’ written notice.

Section 9. Notices.

Any notice required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Distributor at 51 Madison Avenue, New York, N.Y. 10010, Attention: Secretary; or (2) to the Trust at 51 Madison Avenue, New York, N.Y. 10010, Attention: President.

Section 10. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

Section 11. Use of Name.

It is understood that the name “New York Life” or any derivative thereof or logo associated with that name is the valuable property of New York Life Insurance Company and its affiliates, and that the Trust has the right to use such name or derivative or logo only with the approval of New York Life Insurance Company. Upon notification by New York Life Insurance Trust to cease to use such name, the Trust (to the extent that it lawfully can) will cease to use such name or any other name indicating that the Trust is advised or administered by or otherwise connected with New York Life Insurance Company or any organization which shall have succeeded to its business.
 
*           *           *
 
5

 
Exhibit e 1
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

 
MAINSTAY FUNDS TRUST
     
 
By:
/s/ Jack R. Benintende
 
Name:
     Jack R. Benintende
 
Title:
     Treasurer and Principal Financial
   
     Accounting Officer
     
 
NYLIFE DISTRIBUTORS LLC
     
 
By:
/s/ Stephen P. Fisher
  Name:
     Stephen P. Fisher
  Title:
     President and Chief Executive
     Officer

6

Exhibit e 1 a
MAINSTAY FUNDS TRUST

AMENDMENT TO THE DISTRIBUTION AGREEMENT

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”).
 
WHEREAS, the Trust and the Distributor wish to amend the Agreement in certain respects as more fully set forth below.

NOW THEREFORE, the parties hereby amend the Agreement as follows:

1.
The following Section is hereby added to the Agreement:

Section 12.  Advertising Materials

Other than the currently effective Prospectus, the Distributor will not issue any advertising materials in connection with the sale of Shares, except for advertising materials which conform with the requirements of federal and state securities laws and regulations and rules of the Financial Industry Regulatory Authority.  The Distributor agrees to cease use and publication of any advertising materials used in the sale of Shares upon reasonable objection of the Trust.

2.
Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.  Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

NYLIFE DISTRIBUTORS LLC

By:
/s/ Stephen P. Fisher
 
 
Name:
   Stephen P. Fisher
 
 
Title:
   President and Chief Operating Officer
 
       
MAINSTAY FUNDS TRUST
 
       
By:
/s/ Stephen P. Fisher
 
 
Name:
   Stephen P. Fisher
 
 
Title:
   President of the Fund
 



Exhibit g 1

AMENDED AND RESTATED
 
MASTER CUSTODIAN AGREEMENT
 
This AMENDED AND RESTATED CUSTODIAN AGREEMENT (the “Agreement”) is made as of January 1, 2011, b y 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 ”).
 
WHEREAS, each Fund, an open-end management investment company on behalf of its respective portfolios/series listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each a “Portfolio” and collectively, the “ Portfolios ”), desires to place and maintain all of its portfolio securities and cash in the custody of the Bank; and
 
WHEREAS, the Bank meets the qualifications required by Section 17(f)(1) of the Investment Company Act of 1940, as amended (the “ 1940 Act ”), to act as custodian of the portfolio securities and cash of each Fund, and has indicated its willingness to so act, subject to the terms and conditions of this Agreement; and
 
WHEREAS the Funds and Investors Bank & Trust Company (“IBT”) entered into a Custodian Agreement dated June 30, 2005, as amended, modified and supplemented from time to time (the “Custodian Agreement”);

WHEREAS, IBT merged with and into the Bank, effective July 2, 2007, with the result that the Bank now serves as Custodian under the Custodian Agreement; and

WHEREAS, the Funds have requested that the Bank amend the Custodian Agreement and the Bank has agreed to do so as an accommodation to the Funds notwithstanding that as amended, the Custodian Agreement is not identical to the form of custodian agreement customarily entered into by the Bank as custodian, in order that the services to be provided to the Funds on behalf of their Portfolios by the Bank, as successor by merger to IBT, may be made consistently and predictably to the Funds.
 
NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:
 
1.            Bank Appointed Custodian .  Each Fund hereby appoints the Bank as custodian of its portfolio securities and cash delivered to the Bank as hereinafter described and the Bank agrees to act as such upon the terms and conditions hereinafter set forth. For the services rendered pursuant to this Agreement, each Fund agrees to pay to the Bank, on behalf of each applicable Portfolio, fees as may be agreed to from time to time in writing between the parties.
 
2.            Definitions .  Whenever used herein, the terms listed below will have the following meaning:

 

 
 
2.1.            Authorized Person .  Authorized Person will mean any of the persons duly authorized to give Proper Instructions or otherwise act on behalf of the applicable Fund by appropriate resolution of its Board, and set forth in a certificate as required by Section 4 hereof.
 
2.2.            Board . Board will mean the Board of Directors or the Board of Trustees of each Fund, as the case may be.
 
2.3.            Security . The term security as used herein will have the same meaning assigned to such term in the 1940 Act, including, without limitation, any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
 
2.4.            Portfolio Security .  Portfolio Security will mean any security owned by a Fund.
 
2.5.            Officers’ Certificate . Officers’ Certificate will mean, unless otherwise indicated, any request, direction, instruction, or certification in writing signed by any two Authorized Persons of a Fund.
 
2.6.            Book-Entry System . Book-Entry System shall mean the Federal Reserve-Treasury Department Book Entry System for United States government, instrumentality and agency securities operated by the Federal Reserve Bank, its successor or successors and its nominee or nominees.
 
2.7.            Depository . Depository shall mean The Depository Trust & Clearing Corporation (“ DTCC ”), a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), its successor or successors and its nominee or nominees. The term “Depository” shall further mean and include any other person authorized to act as a depository under the 1940 Act, its successor or successors and its nominee or nominees, specifically identified in a certified copy of a resolution of the Board.

 
2

 

2.8.            Proper Instructions . Unless otherwise provided in this agreement, the Bank shall act only upon Proper Instructions. Proper Instructions, which may also mean standing instructions, shall mean (i) instructions regarding the purchase or sale of Portfolio Securities, and payments and deliveries in connection therewith, given by an Authorized Person, such instructions to be given in such form and manner as the Bank and a Fund shall agree upon from time to time (which may be in writing or in a tested communication or in a communication utilizing access codes effected between electromechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Bank and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Bank), and (ii) instructions (which may be continuing instructions) regarding other matters signed by an Authorized Person. Oral instructions will be considered Proper Instructions if the Bank reasonably believes them to have been given by an Authorized Person with respect to the transaction involved. Each Fund shall cause all oral instructions to be promptly confirmed in writing by an Authorized Person. The Bank shall act upon and comply with any subsequent Proper Instruction which modifies a prior instruction and the sole obligation of the Bank with respect to any follow-up or confirming instruction shall be to make reasonable efforts to detect any discrepancy between the original instruction and such confirmation and to report such discrepancy to the Authorized Persons of the Fund. Each Fund shall be responsible, at the Fund’s expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required.  For avoidance of doubt, Proper Instructions shall also include instructions received by the Bank pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 6.9 hereof.
 
3.
 
3.1.            Separate Accounts . Since each Fund has more than one Portfolio, the Bank will segregate the assets of each Portfolio to which this Agreement relates into a separate account for each such Portfolio containing the assets of such Portfolio (and all investment earnings thereon). Unless the context otherwise requires, any reference in this Agreement to any actions to be taken by a Fund shall be deemed to refer to the Fund acting on behalf of one or more of its Portfolios. Any reference in this Agreement to any assets of the Fund, including, without limitation, any portfolio securities and cash and earnings thereon, shall be deemed to refer only to assets of the applicable Portfolio, any duty or obligation of the Bank hereunder to the Fund shall be deemed to refer to duties and obligations with respect to such individual Portfolio and any obligation or liability of the Fund hereunder shall be binding only with respect to such individual Portfolio, and shall be discharged only out of the assets of such Portfolio.
 
3.2.            Reports . The Bank shall make available to each Fund each business day as soon as practicable, typically by 7:00 p.m. EST, all transaction activity posted on each separate account of the Funds for their respective Portfolios, either hereunder or with any sub-custodian appointed in accordance with this Agreement during said day, together with historical transaction activity for such Fund. At least monthly and from time to time, the Bank will furnish each Fund with a detailed statement, on a per Portfolio basis, of the Securities and moneys held by the Bank for the Fund.
 
4.            Certification as to Authorized Persons . The Secretary or Assistant Secretary of each Fund will at all times maintain on file with the Bank his or her certification to the Bank, in such form as may be acceptable to the Bank, of (i) the names and signatures of the Authorized Persons and (ii) the names of the members of the Board, it being understood that upon the occurrence of any change in the information set forth in the most recent certification on file (including without limitation any person named in the most recent certification who is no longer an Authorized Person as designated therein), the Secretary or Assistant Secretary of the Fund will sign a new or amended certification setting forth the change and the new, additional or omitted names or signatures. The Bank will be entitled to rely and act upon any Officers’ Certificate given to it by the Fund which has been signed by Authorized Persons named in the most recent certification received by the Bank.

 
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5.
 
5.1.            Custody of Cash . As custodian for the Funds, the Bank will open and maintain a separate account or accounts in the name of each Fund and each Portfolio thereof or in the name of the Bank, as Custodian of the Fund, and will deposit to the account of the Fund all of the cash of the Fund, except for cash held by a subcustodian appointed pursuant to Sections 13.2 or 13.3 hereof, including borrowed funds, delivered to the Bank, subject only to draft or order by the Bank acting pursuant to the terms of this Agreement. Pursuant to the Bank’s internal policies regarding the management of cash accounts, the Bank may segregate certain portions of the cash of the Fund into a separate savings deposit account upon which the Bank reserves the right to require seven (7) days notice prior to withdrawal of cash from such an account. Upon receipt by the Bank of Proper Instructions (which may be continuing instructions) or in the case of payments for redemptions and repurchases of outstanding shares of common stock of a Fund, notification from the Fund’s transfer agent as provided in Section 7, requesting such payment, designating the payee or the account or accounts to which the Bank will release funds for deposit, the Bank will make payments of cash held for the accounts of the Fund, insofar as funds are available for that purpose, only as permitted in subsections (a) through (i) below.
 
(a)            Purchase of Securities . Upon the purchase of securities for a Fund, against contemporaneous receipt of such securities by the Bank or against delivery of such securities to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs registered in the name of the Fund or a nominee of the Fund or in the name of, or properly endorsed and in form for transfer to, the Bank, or a nominee of the Bank, or receipt for the account of the Bank pursuant to the provisions of Section 6 below, each such payment to be made at the purchase price shown on a broker’s confirmation of purchase of the securities received by the Bank before such payment is made, as confirmed in the Proper Instructions received by the Bank before such payment is made;
 
(b)            Redemptions . In such amount as may be necessary for the repurchase or redemption of common shares or shares of beneficial interests   of each Fund offered for repurchase or redemption in accordance with Section 7 of this Agreement;
 
(c)            Distributions and Expenses of Fund . For the payment on the account of a Fund of dividends or other distributions to shareholders as may from time to time be declared by the Board, interest, taxes, management or supervisory fees, distribution fees, fees of the Bank for its services hereunder and reimbursement of the expenses and liabilities of the Bank, fees of any transfer agent, fees for legal, accounting, and auditing services, or other operating expenses of the Fund;

 
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(d)            Payment in Respect of Securities . For payments in connection with the conversion, exchange or surrender of Portfolio Securities or securities subscribed to by a Fund held by or to be delivered to the Bank;
 
(e)            Repayment of Loans . To repay loans of money made to the Fund, but in the case of final payment, only upon redelivery to the Bank of any Portfolio Securities pledged or hypothecated therefor and upon surrender of documents evidencing the loan;
 
(f)            Repayment of Cash . To repay the cash delivered to a Fund for the purpose of collateralizing the obligation to return to the Fund certificates borrowed from the Fund representing Portfolio Securities, but only upon redelivery to the Bank of such borrowed certificates;
 
(g)            Foreign Exchange Transactions .
 
(i)           For payments in connection with foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery (collectively, “ Foreign Exchange Agreements ”) which may be entered into by the Bank on behalf of a Fund upon the receipt of Proper Instructions, such Proper Instructions to specify the currency broker or banking institution (which may be the Bank, or any other subcustodian or agent hereunder, acting as principal) with which the contract or option is made, and the Bank shall have no duty with respect to the selection of such currency brokers or banking institutions with which the Fund deals or for their failure to comply with the terms of any contract or option.  The Bank may establish rules or limitations concerning any foreign exchange facility made available.  In all cases where the Bank, its affiliates or subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.
 
(ii)           In order to secure any payments in connection with Foreign Exchange Agreements which may be entered into by the Bank pursuant to Proper Instructions, each Fund agrees that the Bank shall have a continuing lien and security interest, to the extent of any payment due under any Foreign Exchange Agreement with respect to a Portfolio, in and to any property at any time held by the Bank for the Portfolio’s benefit or in which the Portfolio has an interest and which is then in the Bank’s possession or control (or in the possession or control of any third party acting on the Bank’s behalf). Such payment liability and the concomitant liens and security interests are not permitted to exceed a value equal to 33 1 / 3 % of a Portfolio’s total assets. Each Fund authorizes the Bank, in the Bank’s sole discretion, at any time to charge any such payment due under any Foreign Exchange Agreement against any balance of account standing to the credit of the Fund on the Bank’s books;

 
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(h)            Other Authorized Payments . For other authorized transactions of a Fund, or other obligations of a Fund incurred for proper Fund purposes; provided that before making any such payment the Bank will also receive Proper Instructions; or
 
(i)            Termination . Upon the termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 15 of this Agreement.
 
5.2.            Pledge or Encumbrance of Securities or Cash . Except as provided in this Agreement, the Bank may not pledge, assign, hypothecate or otherwise encumber securities or cash of the Fund held in the Fund’s account without the Fund’s prior written consent.
 
6.            Securities .
 
6.1.            Segregation and Registration . Except as otherwise provided herein, and except for securities to be delivered to any subcustodian appointed pursuant to Sections 13.2 or 13.3 hereof, the Bank as custodian will receive and hold pursuant to the provisions hereof, in a separate account or accounts and physically segregated at all times from those of other persons, any and all Portfolio Securities which may now or hereafter be delivered to it by or for the account of a Fund or in the name of its nominee. All such Portfolio Securities will be held or disposed of by the Bank for, and subject at all times to, the instructions of the Fund pursuant to the terms of this Agreement. Subject to the specific provisions herein relating to Portfolio Securities that are not physically held by the Bank, the Bank will register all Portfolio Securities (unless otherwise directed by Proper Instructions or an Officers’ Certificate), in the name of a registered nominee of the Bank as defined in the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder for the benefit of the Fund, and will execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state.
 
Each Fund will from time to time furnish to the Bank appropriate instruments to enable it to hold or deliver in proper form for transfer, or to register in the name of its registered nominee, any Portfolio Securities that may from time to time be registered in the name of the Fund.
 
6.2.            Voting and Proxies . Neither the Bank nor any nominee of the Bank will vote any of the Portfolio Securities held hereunder, except in accordance with Proper Instructions or an Officers’ Certificate: The Bank will promptly execute and deliver, or cause to be executed and delivered, to the Fund or its agent for purposes of voting proxies all notices, proxies and proxy soliciting materials delivered to the Bank with respect to such Securities, such proxies to be executed by a Fund, its agent or the registered holder of such Securities (if registered otherwise than in the name of the Fund), but without indicating the manner in which such proxies are to be voted.

 
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6.3.            Corporate Action and Class Action Notices . If at any time the Bank is notified that (a) a Fund may be eligible to participate in an class action lawsuit involving any Portfolio Security or (b) an issuer of any Portfolio Security has taken or intends to take a corporate action that affects the rights, privileges, powers, preferences, qualifications or ownership of a Portfolio Security, including without limitation, liquidation, consolidation, merger, recapitalization, reorganization, reclassification, subdivision, combination, stock split or stock dividend (collectively, a “ Corporate Action ”), which Corporate Action requires an affirmative response or action on the part of the holder of such Portfolio Security (a “ Response ”), the Bank shall notify the appropriate Fund or its agent for purposes of responding to Corporate Actions promptly of the Corporate Action, the Response required in connection with the Corporate Action. The Bank’s reasonable deadline for receipt from the Fund of Proper Instructions regarding the Response shall be three business days prior to the date on which the Bank is to act upon such Response (the “ Response Deadline ”). The Bank shall forward to the Fund or its agent all written notices, information statements or other materials relating to the Corporate Action promptly after receipt of such materials by the Bank.
 
(a)           The Bank shall act upon a required Response only after receipt by the Bank of Proper Instructions from the Fund no later than 5:00 p.m. on the date specified as the Response Deadline and only if the Bank (or its agent or subcustodian hereunder) has actual possession of all necessary Securities, consents and other materials no later than 5:00 p.m. on the date specified as the Response Deadline.
 
(b)           The Bank shall have no duty to act upon a required Response if Proper Instructions relating to such Response and all necessary Securities, consents and other materials are not received by and in the possession of the Bank no later than 5:00 p.m. on the date specified as the Response Deadline. Notwithstanding the foregoing, the Bank will use its best efforts to act upon a Response for which Proper Instructions and/or necessary Securities, consents or other materials are received by the Bank after 5:00 p.m. on the date specified as the Response Deadline, it being acknowledged and agreed by the parties that any undertaking by the Bank to use its best efforts in such circumstances shall in no way create any duty upon the Bank to complete such Response prior to its expiration.
 
(c)           In the event that the Fund or its agent notifies the Bank of a Corporate Action requiring a Response and the Bank has received no other notice of such Corporate Action, the Response Deadline shall be 48 hours prior to the Response expiration time set by the depository processing such Corporate Action.
 
(d)           Section 13.4(e) of this Agreement shall govern any Corporate Action involving Foreign Portfolio Securities held by an Eligible Foreign Sub-Custodian.

 
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(e)           The Bank provides the ability for Funds to respond to Corporate Actions through electronic means using either (i) the Bank’s CApTAIN ® function (or its successor, if any) or (ii) appropriate SWIFT messaging. In the event any Fund or its agent provides a Corporate Action Response other than by the aforementioned electronic means, the Bank shall not be responsible for any delay or failure to process such Response in a timely manner. In addition, the Bank may assess additional processing fees to cover the cost of manually processing Corporate Actions Responses provided to the Bank other than by the aforementioned electronic means.
 
6.4.            Book-Entry System .  The Bank may deposit and/or maintain securities owned by a Portfolio in the Book-Entry System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.
 
6.5.            Use of a Depository .  The Bank may deposit and/or maintain securities owned by a Portfolio in a Depository in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.
 
6.6.            Reserved .
 
6.7.            Eurodollar CDs . Any Portfolio Securities which are Eurodollar CDs may be physically held by the European branch of the U.S. banking institution that is the issuer of such Eurodollar CD (a “ European Branch ”), provided that such Portfolio Securities are identified on the books of the Bank as belonging to the Fund and that the books of the Bank identify the European Branch holding such Portfolio Securities. Notwithstanding any other provision of this Agreement to the contrary, except as stated in the first sentence of this subsection 6.7, the Bank shall be under no other duty with respect to such Eurodollar CDs belonging to the Fund.
 
6.8.            Options and Futures Transactions .
 
(a)           Puts and Calls Traded on Securities Exchanges, NASDAQ or Over-the-Counter.
 
(i)           The Bank shall upon receipt of Proper Instructions take action as to put options (“ puts ”) and call options (“ calls ”) purchased or sold (written) by the Fund regarding escrow or other arrangements (i) in accordance with the provisions of any agreement entered into among the Bank, any broker-dealer registered with the Financial Industry Regulatory Authority, Inc. (“ FINRA ”), and a Fund, relating to the compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations.
 
(ii)           Unless another agreement requires it to do so, the Bank shall be under no duty or obligation to see that the Fund has deposited or is maintaining adequate margin, if required, with any broker in connection with any option, nor shall the Bank be under duty or obligation to present such option to the broker for exercise unless it receives Proper Instructions from the Fund. The Bank shall have no responsibility for the legality of any put or call purchased or sold on behalf of the Fund, the propriety of any such purchase or sale, or the adequacy of any collateral delivered to a broker in connection with an option or deposited to or withdrawn from a Segregated Account (as defined in subsection 6.9 below). The Bank specifically, but not by way of limitation, shall not be under any duty or obligation to: (i) periodically check or notify the Fund that the amount of such collateral held by a broker or held in a Segregated Account is sufficient to protect such broker or the Fund against any loss; (ii) effect the return of any collateral delivered to a broker; or (iii) advise the Fund that any option it holds, has or is about to expire. Such duties or obligations shall be the sole responsibility of the Fund.

 
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(b)           Puts, Calls and Futures Traded on Commodities Exchanges
 
(i)           The Bank shall upon receipt of Proper Instructions take action as to puts, calls and futures contracts (“ Futures ”) purchased or sold by the Fund in accordance with the provisions of any agreement entered into among the Fund, the Bank and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by any Fund.
 
(ii)          The responsibilities of the Bank as to futures, puts and calls traded on commodities exchanges, any Futures Commission Merchant account and the Segregated Account shall be limited as set forth in subparagraph (a)(ii) of this Section 6.8 as if such subparagraph referred to Futures Commission Merchants rather than brokers, and Futures and puts and calls thereon instead of options.
 
6.9.            Segregated Account . The Bank shall upon receipt of Proper Instructions establish and maintain a Segregated Account or Accounts for and on behalf of each Fund.
 
(a)           Cash and/or Portfolio Securities may be transferred into a Segregated Account upon receipt of Proper Instructions in the following circumstances:
 
(i)           in accordance with the provisions of any agreement among the Fund, the Bank and a broker-dealer registered under the Exchange Act and a member of the FINRA or any Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange or the Commodity Futures Trading Commission or any registered contract market, or of any similar organizations regarding escrow or other arrangements in connection with transactions by the Fund;
 
(ii)          for the purpose of segregating cash or securities in connection with options purchased or written by the Fund or commodity futures purchased or written by the Fund;

 
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(iii)         for the deposit of liquid assets, such as cash, U.S. Government securities or other high grade debt obligations, or liquid equity securities having a market value (marked to market on a daily basis) at all times equal to not less than the aggregate purchase price due on the settlement dates of all of the Fund’s then outstanding forward commitment or “when-issued” agreements relating to the purchase of Portfolio Securities and all the Fund’s then outstanding commitments under reverse repurchase agreements entered into with broker-dealer firms;
 
(iv)         for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of Segregated Accounts by registered investment companies;
 
(v)          for other proper Fund purposes, but only, in the case of this clause (v), upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board, or of the executive committee of the Board signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such Segregated Account and declaring such purposes to be proper Fund purposes.
 
(b)          Cash and/or Portfolio Securities may be withdrawn from a Segregated Account pursuant to Proper Instructions in the following circumstances:
 
(i)           with respect to assets deposited in accordance with the provisions of any agreements referenced in (a)(i) or (a)(ii) above, in accordance with the provisions of such agreements;
 
(ii)          with respect to assets deposited pursuant to (a)(iii) or (a)(iv) above, for sale or delivery to meet the Fund’s obligations under outstanding forward commitment or when-issued agreements for the purchase of Portfolio Securities and under reverse repurchase agreements;
 
(iii)         for exchange for other liquid assets of equal or greater value deposited in the Segregated Account;
 
(iv)         to the extent that the Fund’s outstanding forward commitment or when- issued agreements for the purchase of portfolio securities or reverse repurchase agreements are sold to other parties or the Fund’s obligations thereunder are met from assets of the Fund other than those in the Segregated Account;
 
(v)          for delivery upon settlement of a forward commitment or when-issued agreement for the sale of Portfolio Securities; or
 
(vi)         with respect to assets deposited pursuant to (a)(v) above, in accordance with the purposes of such account as set forth in Proper Instructions.

 
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6.10.          Interest Bearing Call or Time Deposits . The Bank shall, upon receipt of Proper Instructions relating to the purchase by the Fund of interest-bearing fixed-term and call deposits, transfer cash, by wire or otherwise, in such amounts and to such bank or banks as shall be indicated in such Proper Instructions. The Bank shall include in its records with respect to the assets of a Fund appropriate notation as to the amount of each such deposit, the banking institution with which such deposit is made (the “ Deposit Bank ”), and shall retain such forms of advice or receipt evidencing the deposit, if any, as may be forwarded to the Bank by the Deposit Bank. Such deposits shall be deemed Portfolio Securities of the Fund and the responsibility of the Bank therefore shall be the same as and no greater than the Bank’s responsibility in respect of other Portfolio Securities of the Fund.
 
6.11.          Transfer of Securities . The Bank will transfer, exchange, deliver or release Portfolio Securities held by it hereunder, insofar as such Securities are available for such purpose, provided that the Bank will allow any transfer, exchange, delivery or release under this Section only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties. After receipt of such Proper Instructions, the Bank will transfer, exchange, deliver or release Portfolio Securities only in the following circumstances:
 
(a)           Upon sales of Portfolio Securities for the account of a Fund, against contemporaneous receipt by the Bank of payment therefor in full, or against payment to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs, each such payment to be in the amount of the sale price shown in a broker’s confirmation of sale received by the Bank before such payment is made, as confirmed in the Proper Instructions received by the Bank before such payment is made;
 
(b)           In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan of merger, consolidation, reorganization, share split-up, change in par value, recapitalization or readjustment or otherwise, upon exercise of subscription, purchase or sale or other similar rights represented by such Portfolio Securities, or for the purpose of tendering shares in the event of a tender offer therefor, provided, however, that in the event of an offer of exchange, tender offer, or other exercise of rights requiring the physical tender or delivery of Portfolio Securities, the Bank shall have no liability for failure to so tender in a timely manner unless such Proper Instructions are received by the Bank at least two business days prior to the date required for tender, and unless the Bank (or its agent or subcustodian hereunder) has actual possession of such Security at least two business days prior to the date of tender;
 
(c)           Upon conversion of Portfolio Securities pursuant to their terms into other securities;
 
(d)           For the purpose of redeeming in-kind shares of the Fund upon authorization from the Fund;

 
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(e)           In the case of option contracts owned by the Fund, for presentation to the endorsing broker;
 
(f)           When such Portfolio Securities are called, redeemed or retired or otherwise become payable;
 
(g)          For the purpose of effectuating the pledge of Portfolio Securities held by the Bank in order to collateralize loans made to the Fund by any bank, including the Bank; provided, however, that such Portfolio Securities will be released only upon payment to the Bank for the account of the Fund of the moneys borrowed, provided further, however, that in cases where additional collateral is required to secure a borrowing already made, and such fact is made to appear in the Proper Instructions, Portfolio Securities may be released for that purpose without any such payment. In the event that any pledged Portfolio Securities are held by the Bank, they will be so held for the account of the lender, and after notice to the Fund from the lender in accordance with the normal procedures of the lender and any loan agreement between the fund and the lender that an event of deficiency or default on the loan has occurred, the Bank may deliver such pledged Portfolio Securities to or for the account of the lender;
 
(h)          for the purpose of releasing certificates representing Portfolio Securities, against contemporaneous receipt by the Bank of the fair market value of such security, as set forth in the Proper Instructions received by the Bank before such payment is made;
 
(i)           for the purpose of delivering securities lent by the Fund (a) to a bank or broker dealer against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Bank’s account in the Book-Entry System, the Bank will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Bank of collateral therefor) agreed upon from time to time by the Bank and the Fund;
 
(j)           for other authorized transactions of the Fund or for other proper Fund purposes; provided that before making such transfer, the Bank will also receive Proper Instructions; and
 
(k)          upon termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 15 of this Agreement.
 
As to any deliveries made by the Bank pursuant to this Section 6.11, securities or cash receivable in exchange therefor shall be delivered to the Bank.

 
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6A.         Contractual Settlement Services (Purchase / Sales).

6A.1       The Bank shall, in accordance with the terms set out in this section, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis.

6A.2       The services described above (the “Contractual Settlement Services”) shall be provided for such instruments and in such markets as the Bank may advise from time to time. The Bank may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

6A.3       The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market.  The Bank shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Bank by Proper Instruction that such transaction has been canceled.

6A.4       With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market.  Such provisional credit will be made conditional upon the Bank having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Bank or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

6A.5.      Simultaneously with the making of such provisional credit, the Portfolio agrees that the Bank shall have, and hereby grants to the Bank, a security interest in any property at any time held for the account of the Portfolio to the full extent of the credited amount, and each Portfolio hereby pledges, assigns and grants to the Bank a continuing security interest and a lien on any and all such property under the Bank’s possession, in accordance with the terms of this Agreement.  In the event that the applicable Portfolio fails to promptly repay any provisional credit, the Bank shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts.

6A.6       The Bank shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Bank believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Bank has not been provided Proper Instructions with respect thereto, as applicable, and the Portfolio shall be responsible for any costs or liabilities resulting from such reversal.  Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Bank and may be debited from any cash account held for benefit of the Portfolio.

 
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6A.7      In the event that the Bank is unable to debit an account of the Portfolio, and the Portfolio fails to pay any amount due to the Bank at the time such amount becomes payable in accordance with this Agreement, (i) the Bank may charge the Portfolio for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of the Agreement and (iv) the Bank shall have the right to setoff against any property and to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Portfolio to the full extent necessary for the Bank to make itself whole.
 
7.            Redemptions . In the case of payment of assets of a Fund held by the Bank in connection with redemptions and repurchases by the Fund of outstanding common shares or beneficial interests, the Bank will rely on notification by the Fund’s transfer agent of receipt of a request for redemption and certificates, if issued, in proper form for redemption before such payment is made. Payment shall be made in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Bank, but only from assets available for said purpose.
 
8.            Reserved.
 
9.            Actions of Bank Without Prior Authorization . Notwithstanding anything herein to the contrary, unless and until the Bank receives Proper Instructions to the contrary, the Bank will take the following actions without prior authorization or instruction of the Fund or the transfer agent:
 
9.1.           Endorse for collection and collect on behalf of and in the name of the Fund all checks, drafts, or other negotiable or transferable instruments or other orders for the payment of money received by it for the account of the Fund and hold for the account of the Fund all income, dividends, interest and other payments or distributions of cash with respect to the Portfolio Securities held thereunder;
 
9.2.           Present for payment all coupons and other income items held by it for the account of the Fund which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Fund;
 
9.3.           Receive and hold for the account of the Fund all securities received as a distribution on Portfolio Securities as a result of a stock dividend, share split-up, reorganization, recapitalization, merger, consolidation, readjustment, distribution of rights and similar securities issued with respect to any Portfolio Securities held by it hereunder.

 
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9.4.           Execute as agent on behalf of the Fund all necessary ownership and other certificates and affidavits required by the Internal Revenue Code or the regulations of the Treasury Department issued thereunder, or by the laws of any state, now or hereafter in effect, inserting the Fund’s name on such certificates as the owner of the securities covered thereby, to the extent it may lawfully do so and as may be required to obtain payment in respect thereof. The Bank will execute and deliver such certificates in connection with Portfolio Securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any State;
 
9.5.           Present for payment all Portfolio Securities which are called, redeemed, retired or otherwise become payable, and hold cash received by it upon payment for the account of the Fund;
 
9.6.           Exchange interim receipts or temporary securities for definitive securities; and
 
9.7            Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the applicable Portfolio.
 
10.            Collections and Defaults . The Bank will use reasonable efforts to collect any funds which may to its knowledge become collectible arising from Portfolio Securities, including dividends, interest and other income, and to transmit to the appropriate Fund notice actually received by it of any call for redemption, offer of exchange, right of subscription, reorganization or other proceedings affecting such Securities. If Portfolio Securities upon which such income is payable are in default or payment is refused after due demand or presentation, the Bank will notify the appropriate Fund in writing of any default or refusal to pay within two business days from the day on which it receives knowledge of such default or refusal. The Bank shall credit income to the appropriate Portfolio as such income is received or in accordance with the Bank’s then current payable date income schedule.  Any credit to the appropriate Portfolio in advance of receipt may be reversed when the Bank determines that payment will not occur in due course and the Portfolio may be charged at the Bank’s applicable rate for time credited.  Income due each Portfolio on securities loaned pursuant to the provisions of Section 6.11(i) shall be the responsibility of the applicable Fund.  The Bank will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Bank of the income to which the Portfolio is properly entitled.

 
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11.            Maintenance of Records and Accounting Services . The Bank will prepare and maintain records with respect to transactions for which the Bank is responsible pursuant to the terms and conditions of this Agreement, and in compliance with the applicable rules and regulations of the 1940 Act. The books and records pertaining to a Fund that are in possession of the Bank shall be the property of the Fund. The books and records of the Bank pertaining to its actions under this Agreement and reports by the Bank or its independent accountants concerning its accounting system, procedures for safeguarding securities and internal accounting controls will be open to inspection and audit at all times during the Bank’s normal business hours, upon reasonable notice, by duly authorized officers, employees, agents or independent auditors of the appropriate Fund and employees and agents of the U.S. Securities and Exchange Commission. The books and records relating to a Fund will be preserved by the Bank in the manner and in accordance with the applicable rules and regulations under the 1940 Act. The Bank shall surrender these books and records to the Fund promptly upon request. Upon reasonable request of the Fund, the Bank shall, during the term of this agreement, provide copies of any books and records to the Fund or the Fund’s authorized representative at the Fund’s expense. The Bank also shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Bank and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Bank, include certificate numbers in such tabulations.
 
The Bank shall assist generally in the preparation of reports to shareholders and others, audits of accounts, and other ministerial matters of like nature.
 
12.            Interpretive and Additional Provisions; Service Levels .
 
12.1.          Interpretive and Additional Provisions.  In connection with the operation of this Agreement, the Bank and each Fund, on behalf of each of the Portfolios, may from time-to-time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement; provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Fund’s governing documents.  Any agreement as to interpretive or additional provisions shall be in a writing signed by the Bank and each applicable Fund.  Unless the parties agree otherwise in writing, no interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
 
12.2.         Service Levels .   The Fund and the Bank may from time to time, in good faith, agree on certain performance measures by which the Bank is expected to provide the services contemplated by this Agreement (“Service Level Documents”).  The Service Level Documents are designed to provide metrics and other information which may be utilized by the parties to help measure performance.

 
13.            Duties of the Bank .
 
13.1.          Performance of Duties and Standard of Care . The Bank shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the written advice of independent counsel of its own selection, which may be counsel for a Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice.

 
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The Bank will be under no duty or obligation to inquire into and will not be liable for:
 
(a)           the validity of the issue of any Portfolio Securities purchased by or for the Fund, the legality of the purchases thereof or the propriety of the price incurred therefor;
 
(b)           the legality of any sale of any Portfolio Securities by or for the Fund or the propriety of the amount for which the same are sold;
 
(c)           the legality of an issue or sale of any common shares of the Fund or the sufficiency of the amount to be received therefor;
 
(d)           the legality of the repurchase of any common shares of the Fund or the propriety of the amount to be paid therefor;
 
(e)           the legality of the declaration of any dividend by the Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and
 
(f)           any property or moneys of the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof.
 
Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund are such as may properly be held by the Fund under the provisions of its Articles, By-laws, any federal or state statutes or any rule or regulation of any governmental agency.
 
13.2.          Subcustodians with Respect to Property of the Fund Held in the United States . Upon written notification to the applicable Fund, the Bank may in its own discretion appoint (and may at any time remove) any other bank or trust company, which is itself qualified under Section 17(f)(1) of the 1940 Act to act as a custodian, as its subcustodian to carry out such custodial functions under this Agreement with respect to property of the Fund held in the United States; provided, however, that the Bank shall be responsible for the acts and omissions of such custodian as if performed by the Bank hereunder.
 
13.3.         Upon receipt of Proper Instructions, the Bank may employ subcustodians selected by or at the direction of a Fund, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the Fund’s assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Fund or any other person by reason of any act or omission of any such subcustodian and the Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising out of the performance of any subcustodian. Fund shall pay all fees and expenses of any subcustodian.
 
 
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13.4.          Duties of the Bank with Respect to Property of the Fund Held Outside of the United States .
 
(a)            Appointment of Foreign Custody Manager .
 
(i)           If a Fund has appointed the Bank Foreign Custody Manager (as that term is defined in Rule 17f-5 under the 1940 Act), the Bank’s duties and obligations with respect to the Fund’s Portfolio Securities and other assets maintained outside the United States shall be, to the extent not set forth herein, as set forth in the Delegation Agreement between the Fund and the Bank (the “ Delegation Agreement ”).
 
(ii)          If a Fund has appointed any other person or entity Foreign Custody Manager, the Bank shall act only upon Proper Instructions from the Fund with regard to any of the Fund’s Portfolio Securities or other assets held or to be held outside of the United States, and the Bank shall be without liability for any Claim (as that term is defined in Section 14 hereof) arising out of maintenance of the Fund’s Portfolio Securities or other assets outside of the United States. The Fund also agrees that it shall enter into a written agreement with such Foreign Custody Manager that shall obligate such Foreign Custody Manager to provide to the Bank in a timely manner all information required by the Bank in order to complete its obligations hereunder. The Bank shall not be liable for any Claim arising out of the failure of such Foreign Custody Manager to provide such information to the Bank.
 
(b)            Segregation of Securities . The Bank shall identify on its books as belonging to the Fund the Foreign Portfolio Securities held by each foreign sub-custodian (each an “ Eligible Foreign Custodian ”) selected by the Foreign Custody Manager, subject to receipt by the Bank of the necessary information from such Eligible Foreign Custodian if the Foreign Custody Manager is not the Bank.
 
(c)            Access of Independent Accountants of the Fund . If the Bank is the Fund’s Foreign Custody Manager, upon request of the Fund, the Bank will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as an Eligible Foreign Custodian insofar as such books and records relate to the performance of such foreign banking institution with regard to the Fund’s Portfolio Securities and other assets.
 
(d)            Reports by Bank . If the Bank is the Fund’s Foreign Custody Manager, the Bank will supply to the Fund the reports required under the Delegation Agreement.
 
(e)            Transactions in Foreign Custody Account . Transactions with respect to the assets of a Fund held by an Eligible Foreign Custodian shall be effected pursuant to Proper Instructions from the Fund to the Bank and shall be effected in accordance with the applicable agreement between the Foreign Custody Manager and such Eligible Foreign Custodian.

 
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Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Portfolio Securities received for the account of a Fund and delivery of Foreign Portfolio Securities maintained for the account of the Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer.
 
In connection with any action to be taken with respect to the Foreign Portfolio Securities held hereunder, including, without limitation, the exercise of any voting rights, subscription rights, redemption rights, exchange rights, conversion rights or tender rights, or any other action in connection with any other right, interest or privilege with respect to such Securities (collectively, the “ Rights ”), the Bank shall promptly transmit to the appropriate Fund such information in connection therewith as is made available to the Bank by the Eligible Foreign Custodian, and shall promptly forward to the applicable Eligible Foreign Custodian any instructions, forms or certifications with respect to such Rights, and any instructions relating to the actions to be taken in connection therewith, as the Bank shall receive from the Fund pursuant to Proper Instructions. Notwithstanding the foregoing, the Bank shall have no further duty or obligation with respect to such Rights, including, without limitation, the determination of whether the Fund is entitled to participate in such Rights under applicable U.S. and foreign laws, or the determination of whether any action proposed to be taken with respect to such Rights by the Fund or by the applicable Eligible Foreign Custodian will comply with all applicable terms and conditions of any such Rights or any applicable laws or regulations, or market practices within the market in which such action is to be taken or omitted.
 
(f)            Tax Law . The Bank shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Bank as custodian of the Fund by the tax laws of any jurisdiction, and it shall be the responsibility of the Fund to notify the Bank of the obligations imposed on the Fund or the Bank as the custodian of the Fund by the tax law of any non-U.S. jurisdiction, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Eligible Foreign Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of jurisdictions for which the Fund has provided such information.
 
13.5.          Insurance . The Bank shall at all times maintain insurance coverage adequate for the nature of its operations.  Upon the Fund’s request, the Bank shall provide a copy of its most current Memorandum of Insurance summarizing its insurance coverage. The Bank shall notify the Funds promptly of any material errors or omissions, interruptions in, or delay or unavailability of the Bank’s abilities to safeguard and hold the securities and cash of a Fund in accordance with this Agreement as promptly as practicable, and proceed to correct the same as soon as is reasonably possible.

 
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13.6.          Advances by the Bank . The Bank may, in its sole discretion, advance funds on behalf of a Fund to make any payment permitted by this Agreement upon receipt of any proper authorization required by this Agreement for such payments by the Fund. Should such a payment or payments, with advanced funds, result in an overdraft (due to insufficiencies of the Fund’s account with the Bank, or for any other reason) this Agreement deems any such overdraft or related indebtedness a loan made by the Bank to the Fund payable on demand. Such overdraft shall bear interest at the current rate charged by the Bank for such loans unless the Fund shall provide the Bank with agreed upon compensating balances. The Fund agrees that the Bank shall have a continuing lien and security interest to the extent of any overdraft or indebtedness on the part of a Portfolio and to the extent required by law, in and to any property at any time held by it for the Portfolio’s benefit or in which the Portfolio has an interest and which is then in the Bank’s possession or control (or in the possession or control of any third party acting on the Bank’s behalf). Such payment liability and the concomitant liens and security interests are not permitted to exceed a value equal to 33 1 / 3 % of a Portfolio’s total assets. The Fund authorizes the Bank, in the Bank’s sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon, against any balance of account standing to the credit of the Fund on the Bank’s books.
 
13.7.          Fees and Expenses of the Bank . For the services rendered by the Bank hereunder, each Fund on behalf of a Portfolio will pay to the Bank such fees at such rate as shall be agreed upon in writing by the parties from time to time. The Fund shall also pay or reimburse the Bank from time to time for all necessary proper disbursements, expenses and charges made or incurred by the Bank in the performance of this Agreement (including any duties listed on any Schedule hereto, if any), as agreed upon in writing by the parties from time to time. The Fund shall also pay or reimburse the Bank from time to time for any indemnities for any loss, liabilities or expense to the Bank as provided herein.  The Bank will also be entitled to reimbursement by the Fund for all reasonable expenses, including but not limited to taxes and other securities transfer expenses, incurred in conjunction with termination of this Agreement and any conversion or transfer work done in connection therewith; provided, however, that in connection with termination by a Fund due to a breach of this Agreement by the Bank, the Bank will not be reimbursed for its expenses incurred in conjunction with conversion or transfer of the Fund’s records.
 
13.8.          Cooperation with Fund’s Independent Public Accountants . The Bank shall cooperate with each Fund’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is made available to the accountant for the expression of their unqualified opinion, including but not limited to the opinion included in the Funds’ registration statements on Form N-1A, and periodic reports made on Forms N-SAR and N-CSR, and any other reports to the SEC and for any requirement of the SEC.
 
13.9.          Reports to Fund by Bank’s Independent Public Accountants . The Bank shall provide each Fund, at all times as a Fund may reasonably require, with reports from the Bank’s independent public accountant on the Bank’s accounting systems and internal accounting controls and procedures for safeguarding securities and cash of the Fund, including securities deposited and/or maintained in a Securities Depository or Book-Entry System, relating to the services the Bank provides under this Agreement and generally made available to the Bank’s clients. These reports shall be of sufficient scope and in sufficient detail as a Fund may reasonably require to provide reasonable assurance that the examination would disclose any material inadequacies and, if there are no material inadequacies, the reports shall so state.

 
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14.            Limitation of Liability .
 
14.1.         Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank or any of its officers, directors or employees (collectively, the “ Bank Indemnified Parties ”) be liable to the Fund or any third party, and the Fund shall indemnify and hold the Bank and the Bank Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, and reasonable costs and expenses, including reasonable legal fees, (a “ Claim ”) arising as a result of any act or omission of the Bank or any Bank Indemnified Party under this Agreement, except to the extent any such Claim results from the negligence, willful misfeasance, bad faith or reckless disregard of its duties on the part of the Bank or any Bank Indemnified Party. Without limiting the foregoing, neither the Bank nor the Bank Indemnified Parties shall be liable for, and the Bank and the Bank Indemnified Parties shall be indemnified against, any Claim arising as a result of:
 
(a)           Any act or omission by the Bank or any Bank Indemnified Party in good faith reliance upon the terms of this Agreement, any Officer’s Certificate, Proper Instructions, resolution of the Board, telegram, telecopier, notice, request, certificate or other instrument reasonably believed by the Bank to genuine;
 
(b)           Any act or omission of any subcustodian selected by or at the direction of the Fund;
 
(c)           Any act or omission of any Foreign Custody Manager other than the Bank or any act or omission of any Eligible Foreign Custodian if the Bank is not the Foreign Custody Manager;
 
(d)           Any Corporate Action, distribution or other event related to Portfolio Securities which, at the direction of the Fund, have not been registered in the name of the Bank or its nominee;
 
(e)           Any Corporate Action requiring a Response for which the Bank has not received Proper Instructions or obtained actual possession of all necessary Securities, consents or other materials by 5:00 p.m. on the date specified as the Response Deadline; or
 
(f)           Any act or omission of any European Branch of a U.S. banking institution that is the issuer of Eurodollar CDs in connection with any Eurodollar CDs held by such European Branch.
 
14.2.         The Bank agrees to indemnify and hold harmless each Fund and its affiliates and their Directors/Trustees, officers and employees (“ Fund Indemnified Parties ”) from and against any and all Claims arising as a result of any act or omission of the Bank or any Bank Indemnified Party under this Agreement to the extent any such Claim results from the negligence, willful misfeasance, bad faith or reckless disregard of its duties on the part of the Bank or any Bank Indemnified Party.

 
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14.3.         Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable to the other party or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.
 
14.4.         The obligations set forth in this Section 14 shall survive the termination of this Agreement.
 
14A.        Conduct of Claims .
 
14A.1.      In connection with the indemnification provided by the Bank to the Fund pursuant to Section 14.2 as well as the indemnification provided by the Fund to the Bank pursuant to Section 14.1, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice.  Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted.

14A.2.      Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense.  If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim.

14A.3.      The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense.  The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel ; provided, however , that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party.  If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment.  If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.  The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise.  In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

 
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15.            Termination .
 
15.1.         The term of this Agreement shall be six (6) years commencing upon the date hereof (the “ Initial Term ”), unless earlier terminated as provided herein. After the expiration of the Initial Term, the term of this Agreement shall automatically renew for successive one-year terms (each a “ Renewal Term ”) unless written notice of non-renewal (due to a Party’s violation of a material provision of the contract or for any other reason) is delivered by the non-renewing party to the other party no later than ninety days if a Fund is the non-renewing party and one hundred eighty days if Bank is the non-renewing party prior to the expiration of the Initial Term or any Renewal Term, as the case may be.
 
15.2.         Either party hereto may terminate this Agreement prior to the expiration of the Initial Term or any Renewal Term by providing thirty (30) days notice: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay the Bank its compensation due and shall reimburse the Bank for its costs, expenses and disbursements through the date of such termination. The Fund and the Bank may from time to time, in good faith, agree in writing to certain additional termination provisions.
 
15.3.         In the event of the termination of this Agreement, the Bank will immediately upon receipt of Proper Instructions, commence and prosecute diligently to completion the transfer of all cash and the delivery of all Portfolio Securities duly endorsed and all records maintained under Section 11 to the successor custodian when appointed by the Fund. The obligation of the Bank, upon receipt of Proper Instructions, to deliver and transfer over the assets of the Fund held by it directly to such successor custodian will commence as soon as such successor is appointed and will continue until completed as aforesaid. If the Fund does not select a successor custodian within ninety (90) days from the date of delivery of notice of termination the Bank may, subject to the provisions of subsection 15.4, deliver the Portfolio Securities and cash of the Fund held by the Bank to a bank or trust company of the Bank’s own selection which  meets the requirements of Section 17(f)(1) of the 1940 Act, doing business in New York, New York or Boston, Massachusetts, and has by its last published reports  reported capital, surplus and undivided profits aggregating not less than $25,000,000, to be held as the property of the Fund under terms similar to those on which they were held by the Bank, whereupon such bank or trust company so selected by the Bank will become the successor custodian of such assets of the Fund with the same effect as though selected by the Board. Thereafter, the Bank shall be released from any and all obligations under this Agreement, except for any obligations arising prior to the date of delivery of such Portfolio Securities and cash and those obligations under Section 14.

 
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15.4.         Prior to the expiration of ninety (90) days after notice of termination has been given, the Fund may furnish the Bank with an order of the Fund advising that a successor custodian cannot be found willing and able to act upon reasonable and customary terms and that the Fund will be liquidated or will function without a custodian for the assets of the Fund held by the Bank. In that event the Bank will deliver the Portfolio Securities and cash of the Fund held by it, subject as aforesaid, in accordance with one of such alternatives, upon receipt of Proper Instructions. Thereafter, the Bank shall be released from any and all obligations under this Agreement, except for any obligations arising prior to the date of delivery of such Portfolio Securities and cash and those obligations under Section 14.
 
15.5.         At any time after the termination of this Agreement, the Fund may, upon written request, have reasonable access to the records of the Bank relating to its performance of its duties as custodian.
 
15.6.         Notwithstanding the foregoing, no Fund shall terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund’s Governing Documents.
 
16.            Confidentiality . The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations.  All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party.  The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, or that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.  Notwithstanding anything herein to the contrary, the Bank and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio.
 
17.  Regulation GG .  Each Fund hereby represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) (“ Regulation GG ”).  Each Fund hereby covenants and agrees that it shall not engage in an Internet gambling business.  In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Bank pursuant to this Agreement or otherwise between or among any party hereto.

 
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18.   Data Privacy . The Bank will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds’ shareholders, employees, directors and/or officers that the Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder.  For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account.  Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

17.            Representations and Warranties .  Each of the Bank and the Funds hereby represents and warrants to the other parties hereto that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its governing documents to enter into and perform this Agreement; (c) all requisite proceedings, if any, have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of such party or any law or regulation applicable to it.
 
18.            Notices . Any notice or other instrument in writing authorized or required by this Agreement to be given to either party hereto will be sufficiently given if addressed to such party and delivered via (i) United States Postal Service registered mail, (ii) telecopier with written confirmation, (iii) hand delivery with signature to such party at its office at the address set forth below, namely:
 
 
(a)
In the case of notices sent to the Fund to:
 
MainStay Group of Funds
169 Lackawanna Avenue
Parsippany, NJ 07054
Attention: Treasurer and Principal Accounting Officer of the MainStay Group of Funds

with a copy to:
 
Secretary and Chief Legal Officer of the MainStay Group of Funds
 
 
(b)
In the case of notices sent to the Bank to:
 
State Street Bank and Trust Company
200 Clarendon Street, P.O. Box 9130
Boston, Massachusetts 02117-9130
Attention:    MainStay Group of Funds Client Manager
 
 
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With a copy to:
 
State Street Bank and Trust Company
2 Avenue De Lafayette, 2 nd Floor
Boston, MA  02111
Attention: Senior Managing Counsel, US Mutual Funds Legal Division
 
or at such other place as such party may from time to time designate in writing.
 
19.            Amendments . This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.
 
20.            Parties . This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement will not be assignable by the Fund without the written consent of the Bank or by the Bank without the written consent of the Fund, authorized and approved by its Board; and provided further that termination proceedings pursuant to Section 15 hereof will not be deemed to be an assignment within the meaning of this provision.
 
21.            Governing Law . This Agreement and all performance hereunder will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.
 
22.            Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
 
23.            Entire Agreement . This Agreement, together with its Appendices, constitutes the sole and entire agreement between the parties relating to the subject matter herein and does not operate as an acceptance of any conflicting terms or provisions of any other instrument and terminates and supersedes any and all prior agreements and undertakings between the parties relating to the subject matter herein.
 
24.            Several Obligations of the Portfolios . This Agreement is an agreement entered into between the Bank and each Fund with respect to the Fund’s respective Portfolios. With respect to any obligation of a Fund on behalf of any Portfolio arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Portfolio to which such obligation relates as though the Bank had separately contracted with such Fund by separate written instrument with respect to each Portfolio.
 
25.            Fund Disclaimer . It is expressly agreed that the obligations of the Funds hereunder shall not be binding upon any of their Directors/Trustees, shareholders, nominees, officers, agents or employees personally, but shall bind only the property or assets of the applicable Fund, as the case may be. The execution and delivery of this Agreement has been authorized by the Directors/Trustees, and this Agreement has been signed and delivered by an authorized officer of the Funds, acting as such, and neither such authorization by the Directors/Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property or assets of the Funds, as the case may be, as provided in the Funds’ respective organizational documents. With respect to any Fund that is organized as a Massachusetts business trust, a copy of such Fund’s Agreement and Declaration of Trust establishing the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts.

 
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26.            Business Recovery . The Bank represents and warrants that it has and will continue to maintain and periodically test and update a commercially reasonable continuity and business recovery program for the protection of information, data and assets of and relevant customers including the Funds. Upon reasonable request, the Bank shall discuss with senior management of the Funds any business continuity/disaster recovery plan of the Bank and/or provide a high-level presentation summarizing such plan.
 
27.            Additional Funds .  In the event that any registered investment company in addition to those executing this Agreement on the signature page hereto desires to have the Bank render services as custodian under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees to provide such services, such registered investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 17.  The Bank’s agreement to provide such services shall not be unreasonably withheld.
 
28.            Additional Portfolios .  In the event that any Fund establishes one or more portfolios in addition to those set forth on Appendix A hereto with respect to which it desires to have the Bank render services as custodian under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees to provide such services, such portfolios shall become a Portfolio hereunder.  The Bank’s agreement to provide such services shall not be unreasonably withheld.
 
29.            Force Majeure . Notwithstanding anything otherwise to the contrary in this Agreement, no party shall be liable to the other for any loss or liability arising from events or circumstances beyond the reasonable control of such party, including, without limitation, any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except to the extent that any such loss or liability results from the failure of the Bank to (a) maintain a commercially reasonable business recovery program, and (b) act reasonably to mitigate, as soon as practicable, the specific occurrence or event.
 
30.            Use of Name . Neither party shall use the name of the other in any prospectus, sales literature or other material in a manner not approved by the other party prior thereto in writing; provided however, that the approval of a party shall not be required for any use of its name or that of its affiliates which merely refers in accurate and factual terms to its appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided further, that in no event shall such approval be unreasonably withheld or delayed.

 
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31.            Investments in Loans . The following provisions shall apply to any Portfolio holding loans, including but not limited to bank loans:
 
(a)           The Bank shall physically hold at such premises and under such conditions as the Bank may determine in its sole discretion each “Loan File” (as hereinafter defined) from time to time delivered or caused to be delivered to the Bank by a Portfolio, and shall segregate, keep and maintain the Loan Files for such Portfolio separate and apart from those of any other Portfolio.  A Loan File shall be held subject to the same security as other physical documents and records that the Bank holds for a Portfolio.
 

(b)           The Portfolio shall deliver or caused to be delivered to the Bank: (a) each Loan File relating to such Portfolio promptly upon the Portfolio’s receipt of the same, and (b) a Proper Instruction specifying such Loan File as a Loan File of the Portfolio and the related identifying number described in paragraph (d) of this Section.
 
(c)           Except as expressly set forth herein, the Bank shall have no duty or obligation with respect to, and no responsibility for, the quality, completeness, or authenticity of any Loan File or anything included therein, nor shall the Bank be deemed to have for any purpose whatsoever actual or constructive knowledge of the contents of, or information contained in, any Loan File. As used herein the term “Loan File” shall mean a package of paper documents so designated as such by the Portfolio with respect to any loan, participation and other interests in loans, promissory notes or similar obligations purchased by the Portfolio, and any document received by the Bank with respect to any such loan, participation and other interest in a loan, promissory note or similar obligation shall be deemed a part of the Loan File.
 
(d)           Whenever the Portfolio purchases any loan, participation and other interests in a loan, promissory note or similar obligation which will be included in a Loan File, the Portfolio shall provide the Bank with a Proper Instruction specifying: (a) the amount to be paid therefor; (b) the entity to which such payment is to be made, together with appropriate wiring instructions; (c) the date on which such payment is to be made, which date shall be at least three business days after the Bank’s receipt of the Proper Instruction; and (d) the name and identifying number to be recorded and utilized by the Bank with respect to such Loan File and payments made, or received, by the Bank with respect to such loan, participation and other interests in a loan, promissory note or similar obligation. The Bank shall make such payment out of the monies held for the applicable Portfolio, and if monies are insufficient shall so advise the Portfolio and the Bank shall take no further action, until it has received further instructions in a Proper Instruction. Any such payments made by the Bank shall not be “against receipt” of any Loan File unless the Portfolio has otherwise specified in its Proper Instructions. Where payments are not made “against receipt”, the Portfolio understands and accepts the risk that the related Loan File may not be received.

 
28

 
 
(e)           From time to time upon receipt of a Proper Instruction the Bank shall make such deliveries of any Loan File held hereunder as may be specified therein, including any “free” (and not against payment) deliveries. For any delivery against payment, the Portfolio understands that settlements, payments and deliveries may be effected by the Bank in accordance with the customary or established trading or processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment. The Portfolio assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Loan Files. When any deliveries are made “free”, the Portfolio understands and accepts the risk that payments may not be received. Payments received by the Bank shall be credited to the account of the Portfolio.
 
(f)           The Portfolio, and not the Bank, shall be solely responsible for obtaining delivery of each Loan File, and where a payment described in paragraph (d) of this Section is “against receipt” of a Loan File, such receipt shall be by the Bank from the Portfolio.
 
(g)           Each week the Bank shall provide to the Portfolio a report specifying by the related identifying number described in paragraph (d) of this Section each Loan File not yet delivered to and received by the Bank.
 
(h)           Whenever a Portfolio anticipates receipt of any payment of principal or interest or other amount with respect to any Loan File, it shall provide the Bank, at least three days before such payment date, a Proper Instruction specifying: (i) the identifying number (described in paragraph (d) of this Section) of the Loan File to which such payment relates; (ii) the amount to be received; and (iii) the date on which payment of such amount is to be received. The Bank shall receive such amounts and credit the same to the account of the Portfolio and shall provide to Portfolio an advice setting forth the amount so received and any amounts which were specified to be received in the Proper Instruction but not received. The Portfolio, and not the Bank, shall be solely responsible for making demands for any such payments or taking further action if any such payment is not received.
 
(i)           Each Portfolio understands that all credits to its account are provisional, may be reversed if the same are not finally collected, and that any such reversal may create indebtedness subject to Section 13.6 of this Agreement. For purposes of such Section 13.6, the Portfolio agrees that each Loan File and each right to receive payment shall be property as described therein, and further agrees that such rights shall constitute “financial assets” within the meaning of Article 8 of the New York Uniform Commercial Code and that the account of the Portfolio shall for such purposes be considered a “securities account” maintained by the Bank as a “financial intermediary”, as such terms are defined in said Article 8.

 
29

 
 
(j)           In the event the Bank receives any notices, demands, documents, or other materials with respect to a Loan File, the Bank’s sole responsibility shall be to deliver the same to the Portfolio.
 
(k)          In the event of any conflict between the provisions of this Section and any other provision of this Agreement, this Section shall control.

 
30

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first written above.
 
ECLIPSE FUNDS
 
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
   
ECLIPSE FUNDS INC.
 
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
   
THE MAINSTAY FUNDS
 
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
   
MAINSTAY VP SERIES FUND, INC.
 
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
   
MAINSTAY FUNDS TRUST
 
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
 
 

 

STATE STREET BANK AND TRUST COMPANY
 
By:
/s/ Michael P. Rogers
 
Name: Michael P. Rogers
 
Title:   Executive Vice President
 
 

 

Appendix A
to the
Amended and Restated Master Custodian Agreement
(as of January 1, 2011)
 
Fund
 
Portfolio
     
The MainStay Funds
 
MainStay Common Stock Fund
MainStay Convertible Fund
MainStay Diversified Income 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
MainStay VP Series Fund, Inc.
 
MainStay VP Balanced Portfolio
MainStay VP Bond Portfolio
MainStay VP Cash Management Portfolio
MainStay VP Common Stock Portfolio
MainStay VP Conservative Allocation Portfolio
MainStay VP Convertible 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
 
 

 

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
 
 

 

Exhibit g 2

 AMENDED AND RESTATED MASTER DELEGATION AGREEMENT
 
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 ”).
 
WHEREAS, the portfolios of the Funds listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each a “Portfolio” and collectively, the “ Portfolios ”), may invest their assets in Foreign Assets (as defined below); and
 
WHEREAS, pursuant to the provisions of Rule 17f-5 under the Investment Company Act of 1940, as amended (the “1940 Act”), and subject to the terms and conditions set forth herein, the Board of Directors / Trustees of each Fund desires to delegate to the Delegate certain responsibilities concerning Foreign Assets, and the Delegate hereby agrees to retain such delegation, as described herein; and
 
WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of Directors / Trustees of each Fund desires to retain the Delegate to provide certain services concerning Foreign Assets, and the Delegate hereby agrees to provide such services, as described herein; and
 
WHEREAS, the Funds and Investors Bank & Trust Company (“IBT”) entered into a Master Delegation Agreement dated June 30, 2005, as amended, modified and supplemented from time to time (the “Prior Agreement”); and

WHEREAS, IBT merged with and into the Delegate, effective July 2, 2007, with the result that the Delegate now serves as Foreign Custody Manager under the Prior Agreement; and

WHEREAS, the Funds have requested that the Delegate amend the Prior Agreement and the Delegate has agreed to do so as an accommodation to the Funds notwithstanding that as amended, the Prior Agreement is not identical to the form of custodian agreement customarily entered into by the Delegate as custodian and Foreign Custody Manager, in order that the services to be provided to the Funds on behalf of their Portfolios by the Delegate, as successor by merger to IBT, may be made consistently and predictably to the Funds.
 
NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:
 
1.
Definitions
 
Capitalized terms in this Agreement have the following meanings:

 
 

 

a.            Authorized Representative
 
Authorized Representative means any one of the persons who are empowered, on behalf of the parties to this Agreement, to receive notices from the other party and to send notices to the other party.
 
b.            Board
 
Board means the Board of Directors / Trustees (or the body authorized to exercise authority similar to that of the board of directors of a corporation) of each Fund.
 
c.            Country Risk
 
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Securities Depositories operating in such country); prevailing or developing custody and settlement practices; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
 
d.            Eligible Foreign Custodian
 
Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1) and it is understood that such term includes foreign branches of U.S. Banks (as the term “U.S. Bank” is defined in Rule 17f-5(a)(7)).
 
e.            Foreign Assets
 
Foreign Assets has the meaning set forth in Rule 17f-5(a)(2).
 
f.            Foreign Custody Manager
 
Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).
 
g.            Eligible Securities Depository
 
Eligible Securities Depository has the meaning set forth in Rule 17f-7(b)(1).
 
h.            Monitor
 
Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision, determination or analysis previously made.
 
i.            Proper Instructions
 
Proper Instructions means instructions received by the Delegate from a Fund, or a Fund’s duly authorized investment advisor.

 
2

 

2.            Delegation of Authority to Act as Foreign Custody Manager
 
Each Fund, by resolution adopted by its Board, hereby delegates to the Delegate, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Agreement with respect to Foreign Assets of the Funds, and the Delegate hereby accepts such delegation as Delegate with respect to the Funds.

3.            Representations
 
a.            Delegate’s Representations
 
Delegate represents that it is a trust company chartered under the laws of the Commonwealth of Massachusetts. Delegate further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Delegate with respect to the subject matter of this Agreement.
 
b.            Fund’s Representations
 
Fund represents that the Board has determined that it is reasonable to rely on Delegate to perform the responsibilities described in this Agreement. Fund further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Fund with respect to the subject matter of this Agreement.
 
4.            Jurisdictions and Depositories Covered
 
a.            Initial Jurisdictions and Depositories
 
The authority delegated by this Agreement in connection with Rule 17f-5 applies only with respect to Foreign Assets held in the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Delegate.  The Delegate shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Funds, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Delegate (it being understood that any such amendments do not constitute an amendment to this Agreement).  The Delegate will provide amended versions of Schedule A in accordance with Section 11 hereof.
 
Upon the receipt by the Delegate of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Delegate shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation.  Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A.  Following the receipt of Proper Instructions directing the Delegate to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Delegate as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Delegate shall immediately cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country.

 
3

 

Delegate’s responsibilities under this Agreement in connection with Rule 17f-7 apply only with respect to the Eligible Securities Depositories listed in Schedule B . Upon the creation of a new Eligible Securities Depository in any of the jurisdictions listed in Schedule A at the time of such creation, such Eligible Securities Depository will automatically be deemed to be listed in Schedule B and will be covered by the terms of this Agreement.
 
b.            Withdrawn Jurisdictions
 
Board may withdraw its (i) delegation to Delegate with respect to any jurisdiction or (ii) retention of Delegate with respect to any Securities Depository, upon written notice to Delegate. Delegate may withdraw its (i) acceptance of delegation with respect to any jurisdiction or (ii) retention with respect to any Securities Depository, upon written notice to Board. Ten days (or such longer period as to which the parties agree in such event) after receipt of any such notice by the Authorized Representative of the party other than the party giving notice, Delegate shall have no further responsibility or authority under this Agreement with respect to the jurisdiction(s) or Securities Depository as to which delegation is withdrawn.
 
5.            Monitoring of Eligible Foreign Custodians and Contracts
 
In each case in which Delegate has exercised the authority delegated under this Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate is authorized to, and shall, on behalf of Fund, establish a system to Monitor (i) the appropriateness of maintaining Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Delegate with the Eligible Foreign Custodian.

6.            Eligible Securities Depositories
 
a.           In accordance with the requirements of Rule 17f-7, Delegate shall, upon execution of this Agreement, provide the Fund or its investment adviser with an analysis of the custody risks associated with maintaining assets with each Eligible Securities Depository listed on Schedule B hereto.
 
b.           In accordance with the requirements of Rule 17f-7, Delegate shall Monitor the custody risks associated with maintaining assets with each Securities Depository listed on Schedule B hereto on a continuing basis, and shall promptly notify the Fund or its investment adviser of any material change in such risks.
 
7.            Guidelines and Procedures for the Exercise of Delegated Authority
 
a.            Board’s Conclusive Determination Regarding Country Risk
 
In exercising its delegated authority under this Agreement, Delegate may assume, for all purposes, that Board (or Fund’s investment advisor, pursuant to authority delegated by Board) has considered, and pursuant to its fiduciary duties to Fund and Fund’s shareholders, determined to accept, such Country Risk as is incurred by placing and maintaining Foreign Assets in the jurisdictions for which Delegate is serving as Foreign Custody Manager of the Funds. In exercising its delegated authority under this Agreement, Delegate may also assume that Board (or Fund’s investment advisor, pursuant to authority delegated by Board) has, and will continue to, Monitor such Country Risk to the extent Board (or Fund’s investment advisor, pursuant to authority delegated by Board) deems necessary or appropriate.

 
4

 

Except as specifically described herein, nothing in this Agreement shall require Delegate to make any selection or to engage in any Monitoring on behalf of Fund that would entail consideration of Country Risk.
 
b.            Selection of Eligible Foreign Custodians
 
In exercising the authority delegated under this Agreement to place and maintain Foreign Assets with an Eligible Foreign Custodian, Delegate shall determine that Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
 
c.            Evaluation of Written Contracts
 
In exercising the authority delegated under this Agreement to enter into written contracts governing Fund’s foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 17f-5(c)(2).
 
d.            Monitoring of Eligible Foreign Custodians
 
In exercising the authority delegated under this Agreement to establish a system to Monitor the appropriateness of maintaining Foreign Assets with an Eligible Foreign Custodian or the appropriateness of a written contract governing Fund’s foreign custody arrangements, Delegate shall consider any factors and criteria set forth in Schedule D to this Agreement. If, as a result of its Monitoring of Eligible Foreign Custodian relationships hereunder or otherwise, the Delegate determines in its sole discretion that it is in the best interest of the safekeeping of the Foreign Assets to move such Foreign Assets to a different Eligible Foreign Custodian, the Fund shall bear any expense related to such relocation of Foreign Assets.
 
8.            Standard of Care
 
a.           In exercising the authority delegated under this Agreement with regard to its duties under Rule 17f-5, Delegate agrees to exercise such reasonable care, prudence and diligence as is customary for persons having responsibility for the safekeeping of Foreign Assets of an investment company registered under the 1940 Act to exercise.
 
b.           In carrying out its responsibilities under this Agreement with regard to Rule 17f-7, Delegate agrees to exercise such reasonable care, prudence and diligence as is customary for a person having responsibility for the safekeeping of Foreign Assets of an investment company registered under the 1940 Act to exercise.

 
5

 

9.            Reporting Requirements
 
Delegate agrees to notify Board of the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and   the placement of Foreign Assets with a particular Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Delegate shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Funds described after the occurrence of the material change.   Such reports shall be provided to Board quarterly for consideration at the next regularly scheduled meeting of the Board or earlier if deemed necessary or advisable by the Delegate in its sole discretion, or if reasonably requested by the Board to the Delegate, with notice to the Authorized Representative.
 
10.            Market Information
 
The Delegate shall provide to the Board the information with respect to custody and settlement practices in countries in which the Delegate places Foreign Assets with a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule.  The Delegate may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.
 
11.            Limitation of Liability.
 
a.           Notwithstanding anything in this Agreement to the contrary, in no event shall the Delegate or any of its officers, directors, employees or agents (collectively, the “Delegate Indemnified Parties”) be liable to the Fund or any third party, and the Fund shall indemnify and hold the Delegate and the Delegate Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, and reasonable costs and expenses, including reasonable legal fees, (a “Claim”) arising as a result of any act or omission of the Delegate or any Delegate Indemnified Party under this Agreement, except to the extent that any Claim results from the negligence, willful misfeasance, bad faith, or reckless disregard of its duties on the part of the Delegate or any Delegate Indemnified Party. Without limiting the foregoing, neither the Delegate nor the Delegate Indemnified Parties shall be liable for, and the Delegate and the Delegate Indemnified Parties shall be indemnified against, any Claim arising as a result of:
 
 
i.
Any act or omission by the Delegate or any Delegate Indemnified Party in reasonable good faith reliance upon the terms of this Agreement, any resolution of the Board, telegram, telecopy, notice, request, certificate or other instrument from an Authorized Representative reasonably believed by the Delegate to be genuine; or
 
 
ii.
Any information that the Delegate provides or does not provide under Section 12 hereof.
 
 
6

 

b.           The Delegate agrees to indemnify and hold harmless each Fund, its Directors / Trustees, and its affiliates and their officers and employees (“Fund Indemnified Parties”) from and against any and all Claims arising as a result of any act or omission of the Delegate or any Delegate Indemnified Party under this Agreement to the extent resulting from the negligence, willful malfeasance, bad faith, or reckless disregard of its duties on the part of the Delegate or the Delegate Indemnified Parties.
 
c.           Notwithstanding anything to the contrary in this Agreement, in no event shall a party be liable to the other party or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.
 
12.            Conduct of Claims
 
a.           In connection with the indemnification provided by the Delegate to the Fund pursuant to Section 11.b. as well as the indemnification provided by the Fund to the Delegate pursuant to Section 11.a., the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice.  Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted.
 
b.           Within fifteen (15) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense.  If the indemnifying party fails to give notice that it disputes an indemnification claim within fifteen (15) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim.
 
c.           The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense.  The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party.  If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment.  If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.  The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise.  In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

 
7

 

13.            Effectiveness and Termination of Agreement
 
This Agreement shall be effective as of the later of the date of execution on behalf of Fund or Delegate and shall remain in effect until terminated as provided herein. This Agreement may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective 30 days after receipt by the non-terminating party of such notice.
 
14.            Authorized Representatives and Notices
 
The respective Authorized Representatives of Fund and Delegate, and the addresses to which notices and other documents under this Agreement are to be sent to each, are as set forth in Schedule E . Any Authorized Representative of a party may add or delete persons from that party’s list of Authorized Representatives by written notice to an Authorized Representative of the other party.
 
15.            Governing Law
 
This Agreement shall be constructed in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of choice of law.
 
16.            Business Recovery .
 
The Bank represents and warrants that it has and will continue to maintain and periodically test and update a commercially reasonable continuity and business recovery program for the protection of information, data and assets of and relevant customers including the Funds.  Upon reasonable request, the Bank shall discuss with senior management of the Funds any business continuity/disaster recovery plan of the Bank and/or provide a high-level presentation summarizing such plan.
 
17.            Force Majeure .
 
Notwithstanding anything otherwise to the contrary in this Agreement, no party shall be liable to the other for any loss or liability arising from events or circumstances beyond the reasonable control of such party, including, without limitation, any acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation, the interruption, loss or malfunction of utilities, transportation or computers (hardware or software) and computer facilities, the unavailability of energy sources and other similar happenings or events, except to the extent that any such loss or liability results from the failure of the Delegate to (a) maintain a commercially reasonable business recovery program, and (b) act reasonably to mitigate, as soon as practicable, the specific occurrence or event.

 
8

 

18.             Amendments . This Agreement may not be altered or amended, except by an instrument in writing, executed by both parties.
 
19.             Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
 
 
9

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
   
By:
/s/ Michael P. Rogers
Name:
Michael P. Rogers
Title:
Executive Vice President
   
ECLIPSE FUNDS
   
By:
  
Name:
 
Title:
 
   
ECLIPSE FUNDS INC.
   
By:
  
Name:
 
Title:
 
   
THE MAINSTAY FUNDS
   
By:
  
Name:
 
Title:
 
   
MAINSTAY VP SERIES FUND, INC.
   
By:
  
Name:
 
Title:
 
   
MAINSTAY FUNDS TRUST
   
By:
  
Name:
 
Title:
 

 
10

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

ECLIPSE FUNDS
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President
 
ECLIPSE FUNDS INC.
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President
   
THE MAINSTAY FUNDS
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President
   
MAINSTAY VP SERIES FUND, INC.
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President
   
MAINSTAY FUNDS TRUST
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President
 
 
11

 

List of Attachments

Appendix A - Funds
 
Schedule A - Subcustodians
 
Schedule B - Depositories Operating in Network Markets
 
Schedule C – Market Information
 
Schedule D - Factors and Criteria To Be Applied in Establishing Systems For the Monitoring of Foreign Custody Arrangements and Contracts
 
Schedule E - Authorized Representatives

 
12

 

APPENDIX A
(as of January 1, 2011)
 
Fund
 
Portfolio
     
The MainStay Funds
 
MainStay Common Stock Fund
MainStay Convertible Fund
MainStay Diversified Income 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
MainStay VP Series Fund, Inc.
 
MainStay VP Balanced Portfolio
MainStay VP Bond Portfolio
MainStay VP Cash Management Portfolio
MainStay VP Common Stock Portfolio
MainStay VP Conservative Allocation Portfolio
MainStay VP Convertible 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
 
 

 

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
 
 
A-2

 

Schedule A

Subcustodians
 
MARKET
 
SUBCUSTODIAN
     
Argentina
 
Citibank, N.A.
     
Australia
 
Citigroup Pty. Limited
   
The Hongkong and Shanghai Banking Corporation Limited
     
Austria
 
UniCredit Bank Austria AG
     
Bahrain
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Bangladesh
 
Standard Chartered Bank
     
Belgium
 
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch)
     
Benin
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Bermuda
 
HSBC Bank Bermuda Limited
     
Federation of
 
UniCredit Bank d.d.
Bosnia and Herzegovina
     
Botswana
 
Barclays Bank of Botswana Limited
     
Brazil
 
Citibank, N.A.
     
Bulgaria
 
ING Bank N.V.
   
UniCredit Bulbank AD
     
Burkina Faso
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Canada
 
State Street Trust Company Canada
     
Chile
 
Banco Itaú Chile
     
People’s Republic
 
HSBC Bank (China) Company Limited
of China
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Colombia
 
Cititrust Colombia S.A. Sociedad Fiduciaria
     
Costa Rica
 
Banco BCT S.A.
     
Croatia
 
Privredna Banka Zagreb d.d.
   
Zagrebacka Banka d.d.
     
Cyprus
 
BNP Paribas Securities Services, S.A., Greece (operating through its Athens branch)
     
Czech Republic
 
Československá obchodní banka, a.s.
   
UniCredit Bank Czech Republic a.s.
 
 

 

Denmark
 
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch)
     
Ecuador
 
Banco de la Producción S.A. PRODUBANCO
     
Egypt
 
HSBC Bank Egypt S.A.E.
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Estonia
 
AS SEB Pank
     
Finland
 
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch)
     
France
 
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch)
     
Germany
 
Deutsche Bank AG
     
Ghana
 
Barclays Bank of Ghana Limited
     
Greece
 
BNP Paribas Securities Services, S.A.
     
Guinea-Bissau
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Hong Kong
 
Standard Chartered Bank (Hong Kong) Limited
     
Hungary
 
UniCredit Bank Hungary Zrt.
     
Iceland
 
NBI hf.
     
India
 
Deutsche Bank AG
   
The Hongkong and Shanghai Banking Corporation Limited
     
Indonesia
 
Deutsche Bank AG
     
Ireland
 
Bank of Ireland
     
Israel
 
Bank Hapoalim B.M.
     
Italy
 
Deutsche Bank S.p.A.
     
Ivory Coast
 
Société Générale de Banques en Côte d’Ivoire
     
Japan
 
Mizuho Corporate Bank Limited
   
The Hongkong and Shanghai Banking Corporation Limited
     
Jordan
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Kazakhstan
 
SB HSBC Bank Kazakhstan JSC
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Kenya
 
Barclays Bank of Kenya Limited
     
Republic of Korea
 
Deutsche Bank AG
   
The Hongkong and Shanghai Banking Corporation Limited
 
 

 
 
Kuwait
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Latvia
 
AS SEB Banka
     
Lebanon
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Lithuania
 
AB SEB Bankas
     
Malaysia
 
Standard Chartered Bank Malaysia Berhad
     
Mali
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Malta
 
The Hongkong and Shanghai Banking Corporation Limited
     
Mauritius
 
The Hongkong and Shanghai Banking Corporation Limited
     
Mexico
 
Banco Nacional de México S.A.
     
Morocco
 
Citibank Maghreb
     
Namibia
 
Standard Bank Namibia Limited
     
Netherlands
 
Deutsche Bank AG
     
New Zealand
 
The Hongkong and Shanghai Banking Corporation Limited
     
Niger
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Nigeria
 
Stanbic IBTC Bank Plc.
     
Norway
 
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch)
     
Oman
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Pakistan
 
Deutsche Bank AG
     
Palestine
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Peru
 
Citibank del Perú, S.A.
     
Philippines
 
Deutsche Bank AG
     
Poland
 
Bank Handlowy w Warszawie S.A.
     
Portugal
 
BNP Paribas Securities Services, S.A.
   
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch)
     
Puerto Rico
 
Citibank N.A.
     
Qatar
 
HSBC Bank Middle East Limited
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
 
 

 

Romania
 
ING Bank N.V.
     
Russia
 
ING Bank (Eurasia) ZAO
     
Saudi Arabia
 
Saudi British Bank
   
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
Senegal
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Serbia
 
UniCredit Bank Serbia JSC
     
     
Singapore
 
Citibank N.A.
   
United Overseas Bank Limited
     
Slovak Republic
 
Československá obchodna banka, a.s.
   
UniCredit Bank Slovakia a.s.
     
Slovenia
 
UniCredit Banka Slovenija d.d.
     
South Africa
 
Nedbank Limited
   
Standard Bank of South Africa Limited
     
Spain
 
Deutsche Bank S.A.E.
     
Sri Lanka
 
The Hongkong and Shanghai Banking Corporation Limited
     
Swaziland
 
Standard Bank Swaziland Limited
     
Sweden
 
Skandinaviska Enskilda Banken AB (publ)
     
Switzerland
 
Credit Suisse AG
   
UBS AG
     
Taiwan - R.O.C.
 
Deutsche Bank AG
   
Standard Chartered Bank (Taiwan) Limited
     
Thailand
 
Standard Chartered Bank (Thai) Public Company Limited
     
Togo
 
via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast
     
Trinidad & Tobago
 
Republic Bank Limited
     
Tunisia
 
Banque Internationale Arabe de Tunisie
     
Turkey
 
Citibank, A.S.
     
Uganda
 
Barclays Bank of Uganda Limited
     
Ukraine
 
ING Bank Ukraine
     
United Arab Emirates –
 
HSBC Bank Middle East Limited
Dubai Financial Market
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
United Arab Emirates –
 
HSBC Bank Middle East Limited
 
 

 
Dubai International
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Financial Center
   
     
United Arab Emirates –
 
HSBC Bank Middle East Limited
Abu Dhabi
 
(as delegate of The Hongkong and Shanghai Banking Corporation Limited)
     
United Kingdom
 
State Street Bank and Trust Company, United Kingdom branch
     
Uruguay
 
Banco Itaú Uruguay S.A.
     
Venezuela
 
Citibank, N.A.
     
Vietnam
 
HSBC Bank (Vietnam) Limited
     
Zambia
 
Barclays Bank of Zambia Plc.
     
Zimbabwe
 
Barclays Bank of Zimbabwe Limited


 

 

Schedule B
 
Depositories Operating in Network Markets
 
MARKET
 
DEPOSITORY
     
Argentina
 
Caja de Valores S.A.
     
Australia
 
Austraclear Limited
     
Austria
 
Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
     
Bahrain
 
Clearing, Settlement, Depository and Registry System of the Bahrain Stock Exchange
     
Bangladesh
 
Central Depository Bangladesh Limited
     
Belgium
 
Euroclear Belgium
   
National Bank of Belgium
     
Benin
 
Dépositaire Central – Banque de Règlement
     
Bermuda
 
Bermuda Securities Depository
     
Federation of
 
Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d.
Bosnia and Herzegovina
   
     
Botswana
 
Central Securities Depository Company of Botswana Ltd.
     
Brazil
 
Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP)
   
Companhia Brasileira de Liquidação e Custódia
   
Sistema Especial de Liquidação e de Custódia (SELIC)
     
Bulgaria
 
Bulgarian National Bank
   
Central Depository AD
     
Burkina Faso
 
Dépositaire Central – Banque de Règlement
     
Canada
 
The Canadian Depository for Securities Limited
     
Chile
 
Depósito Central de Valores S.A.
     
People’s Republic
 
China Securities Depository and Clearing Corporation Limited, Shanghai Branch
of China
 
China Securities Depository and Clearing Corporation Limited, Shenzhen Branch
     
Colombia
 
Depósito Central de Valores
   
Depósito Centralizado de Valores de Colombia S.A. (DECEVAL)
     
Costa Rica
 
Central de Valores S.A.
     
Croatia
 
Sredisnje klirinsko depozitarno drustvo d.d.
     
Cyprus
 
Central Depository and Central Registry
     
Czech Republic
 
Centrální depozitář cenných papírů, a.s.
   
Czech National Bank
 
 

 

Denmark
 
VP Securities A/S
     
Egypt
 
Central Bank of Egypt
   
Misr for Central Clearing, Depository and Registry S.A.E.
     
Estonia
 
AS Eesti Väärtpaberikeskus
     
Finland
 
Euroclear Finland
     
France
 
Euroclear France
     
Germany
 
Clearstream Banking AG, Frankfurt
     
Ghana
 
Central Securities Depository (Ghana) Limited
   
GSE Securities Depository Company Limited
     
Greece
 
Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form
   
Kentriko Apothetirio Aksion, a department of Hellenic Exchanges S.A. Holding
     
Guinea-Bissau
 
Dépositaire Central – Banque de Règlement
     
Hong Kong
 
Central Moneymarkets Unit
   
Hong Kong Securities Clearing Company Limited
     
Hungary
 
Központi Elszámolóház és Értéktár (Budapesti) Zrt. (KELER)
     
Iceland
 
Icelandic Securities Depository Limited
     
India
 
Central Depository Services (India) Limited
   
National Securities Depository Limited
   
Reserve Bank of India
     
Indonesia
 
Bank Indonesia
   
PT Kustodian Sentral Efek Indonesia
     
Israel
 
Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House)
     
Italy
 
Monte Titoli S.p.A.
     
Ivory Coast
 
Dépositaire Central – Banque de Règlement
     
Japan
 
Bank of Japan – Financial Network System
   
Japan Securities Depository Center (JASDEC) Incorporated
     
Jordan
 
Securities Depository Center
     
Kazakhstan
 
Central Securities Depository
     
Kenya
 
Central Bank of Kenya
   
Central Depository and Settlement Corporation Limited
     
Republic of Korea
 
Korea Securities Depository
     
Kuwait
 
Kuwait Clearing Company
 
 

 

Latvia
 
Latvian Central Depository
     
Lebanon
 
Banque du Liban
   
Custodian and Clearing Center of Financial Instruments
   
for Lebanon and the Middle East (Midclear) S.A.L.
     
Lithuania
 
Central Securities Depository of Lithuania
     
Malaysia
 
Bank Negara Malaysia
   
Bursa Malaysia Depository Sdn. Bhd.
     
Mali
 
Dépositaire Central – Banque de Règlement
     
Malta
 
Central Securities Depository of the Malta Stock Exchange
     
Mauritius
 
Bank of Mauritius
   
Central Depository and Settlement Co. Limited
     
Mexico
 
S.D. Indeval, S.A. de C.V.
     
Morocco
 
Maroclear
     
Namibia
 
Bank of Namibia
     
Netherlands
 
Euroclear Nederland
     
New Zealand
 
New Zealand Central Securities Depository Limited
     
Niger
 
Dépositaire Central – Banque de Règlement
     
Nigeria
 
Central Securities Clearing System Limited
     
Norway
 
Verdipapirsentralen
     
Oman
 
Muscat Clearing & Depository Company S.A.O.C.
     
Pakistan
 
Central Depository Company of Pakistan Limited
   
State Bank of Pakistan
     
Palestine
 
Clearing, Depository and Settlement system, a department of the Palestine Securities Exchange
     
Peru
 
CAVALI S.A. Institución de Compensación y Liquidación de Valores
     
Philippines
 
Philippine Depository & Trust Corporation
   
Registry of Scripless Securities (ROSS) of the Bureau of Treasury
     
Poland
 
Rejestr Papierów Wartościowych
   
Krajowy Depozyt Papierów Wartościowych, S.A.
     
Portugal
 
INTERBOLSA - Sociedad Gestora de Sistemas
   
de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.
     
Qatar
 
Central Clearing and Registration (CCR), a department of the Qatar Exchange
     
Romania
 
National Bank of Romania
   
S.C. Depozitarul Central S.A.
 
 

 

Russia
 
National Depository Center
   
Vneshtorgbank, Bank for Foreign Trade of the Russian Federation
     
Saudi Arabia
 
Tadawul Central Securities Depository
   
Saudi Arabian Monetary Agency
     
Senegal
 
Dépositaire Central – Banque de Règlement
     
Serbia
 
Central Registrar, Depository and Clearinghouse
     
Singapore
 
Monetary Authority of Singapore
   
The Central Depository (Pte) Limited
     
Slovak Republic
 
Centrálny depozitár cenných papierov SR, a.s.
     
Slovenia
 
KDD - Centralna klirinško depotna družba d.d.
     
South Africa
 
Strate Limited
     
Spain
 
IBERCLEAR
     
Sri Lanka
 
Central Bank of Sri Lanka
   
Central Depository System (Pvt) Limited
     
Sweden
 
Euroclear Sweden
     
Switzerland
 
SIX SIS AG
     
Taiwan - R.O.C.
 
Central Bank of the Republic of China
   
Taiwan Depository and Clearing Corporation
     
Thailand
 
Thailand Securities Depository Company Limited
     
Togo
 
Dépositaire Central – Banque de Règlement
     
Trinidad and Tobago
 
Central Bank of Trinidad and Tobago
   
Trinidad and Tobago Central Depository Limited
     
Tunisia
 
Société Tunisienne Interprofessionelle pour la
   
Compensation et le Dépôt des Valeurs Mobilières (STICODEVAM)
     
Turkey
 
Central Bank of Turkey
    Central Registry Agency
     
Uganda
 
Bank of Uganda
   
Securities Central Depository
     
Ukraine
 
All-Ukrainian Securities Depository
 
 
National Bank of Ukraine
     
United Arab Emirates -
 
Clearing and Depository System, a department of the Dubai Financial Market
Dubai Financial Market
   
     
United Arab Emirates -
 
Central Securities Depository, owned and operated by NASDAQ Dubai Limited
Dubai International
   
Financial Center
   

 

 

United Arab Emirates -
 
Clearing, Settlement, Depository and Registry department
Abu Dhabi
 
of the Abu Dhabi Securities Exchange
     
United Kingdom
 
Euroclear UK & Ireland Limited
     
Uruguay
 
Banco Central del Uruguay
     
Venezuela
 
Banco Central de Venezuela
   
Caja Venezolana de Valores
     
Vietnam
 
Vietnam Securities Depository
     
Zambia
 
Bank of Zambia
   
LuSE Central Shares Depository Limited
TRANSNATIONAL
   
     
Euroclear Bank S.A./N.V.
       
     
Clearstream Banking, S.A.
   
 
 

 
 
Schedule C
 
Market Information

Publication/Type of Information
 
Brief Description
(scheduled frequency)
   
        
The Guide to Custody in World Markets
 
An overview of settlement and safekeeping procedures,
(hardcopy annually and regular
 
custody practices and foreign investor considerations for the
website updates)
 
markets in which State Street offers custodial services.
     
Global Custody Network Review
 
Information relating to Foreign Sub-Custodians in State Street’s
(annually)
 
Global Custody Network.  The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks.
     
Securities Depository Review
 
Custody risk analyses of the Foreign Securities Depositories presently
(annually)
 
operating in Network markets.  This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.
     
Global Legal Survey
 
With respect to each market in which State Street offers custodial
(annually)
 
services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.
     
Subcustodian Agreements
 
Copies of the contracts that State Street has entered into with each
(annually)
 
Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.
     
Global Market Bulletin
 
Information on changing settlement and custody conditions in
(daily or as necessary)
 
markets where State Street offers custodial services.
   
Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients.
     
Foreign Custody Advisories
 
For those markets where State Street offers custodial
(as necessary)
 
services that exhibit special risks or infrastructures impacting
   
custody, State Street issues market advisories to highlight
   
those unique market factors which might impact our ability to
   
offer recognized custody service levels.
     
Material Change Notices
 
Informational letters and accompanying materials confirming
(presently on a quarterly basis or
 
State Street’s foreign custody arrangements, including a
as otherwise necessary)
 
summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories
 
 

 
 
Schedule D
 
Factors and Criteria To Be Applied
in the Establishing Systems For the Monitoring of
Foreign Custody Arrangements and Contracts
 
In establishing systems for the Monitoring of foreign custody arrangements and contracts with Eligible Foreign Custodians, Delegate shall consider the following factors, if such information is available:
 
1.           Operating performance
 
2.           Established practices and procedures
 
3.           Relationship with market regulators
 
4.           Contingency planning

 

 

Schedule E
 
Authorized Representatives
 
The names and addresses of each party’s authorized representatives are set forth below:
 
A.           MainStay Group of Funds
 
169 Lackawanna Avenue
Parsippany, NJ 07054
Attention: Jack R. Benintende, Treasurer and Principal Accounting Officer

With a copy to:

J. Kevin Gao, Chief Legal Officer
 
B.           Delegate
 
State Street Bank and Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Attention:  MainStay Group of Funds Client Manager
 
With a copy to:

State Street Bank and Trust Company
2 Avenue De Lafayette, 2 nd Floor
Boston, MA  02111
Attention: Senior Managing Counsel, US Mutual Funds Legal Division

 

 
 
Exhibit h 1 a i

AMENDMENT
TO
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
 
This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 12 th 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”).

WHEREAS, the Funds and NSC are parties to an Amended and Restated Transfer Agency and Service Agreement, dated October 1, 2008 (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Transfer Agency Fee Schedule in the Agreement in order to revise the list of funds covered by the Agreement to reflect the liquidation and dissolution of the MainStay Value Fund and MainStay Mid Cap Growth Fund (each a “Liquidation” and, collectively, the “Liquidations”).
 
NOW, THEREFORE , the parties agree that effective with respect to each Liquidation upon its completion, the Transfer Agency Fee Schedule is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of this 12 th day of November, 2009.

THE MAINSTAY FUNDS
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

ECLIPSE FUNDS
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President
 
 
 

 
 
ECLIPSE FUNDS INC.
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

ICAP FUNDS, INC.
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

MAINSTAY FUNDS TRUST
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

NYLIM SERVICE COMPANY LLC
 
By:
/s/ Penny L. Nelson    
    
Name:  Penny L. Nelson
Title:  President and Chief Executive Officer
 
 
2

 

TRANSFER AGENCY FEE SCHEDULE
As Amended on November 12, 2009*

1)           Maintenance and Transaction Charges – Billable Monthly**
 
**  The funds listed below will be billed at the greater of A or B.
 
A)           Per Account Annual Fee:
 
The following Funds will be billed at a rate of 1/12 of the annual fee for each Fund account serviced during the month.  “Accounts serviced” is defined as all open accounts at month end and accounts that close during the month, including underlying Shareholder accounts which may be held in an omnibus positions and serviced by other administrators.
 
THE MAINSTAY FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Capital Appreciation Fund
  $ 24.34  
MainStay Common Stock Fund
  $ 24.34  
MainStay Equity Index Fund
  $ 24.34  
MainStay International Equity Fund
  $ 24.34  
MainStay Large Cap Growth Fund
  $ 24.34  
MainStay MAP Fund
  $ 24.34  
MainStay Mid Cap Value Fund
  $ 24.34  
MainStay Small Cap Growth Fund
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Convertible Fund
  $ 28.86  
MainStay Diversified Income Fund
  $ 28.86  
MainStay Global High Income Fund
  $ 28.86  
MainStay Government Fund
  $ 28.86  
MainStay High Yield Corporate Bond Fund
  $ 28.86  
MainStay Income Builder Fund
  $ 28.86  
MainStay Tax Free Bond Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Money Market Fund
  $ 31.67  
MainStay Principal Preservation Fund
  $ 28.86  

ECLIPSE FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay U.S. Small Cap Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay Balanced Fund
  $ 28.86  
 
 
3

 

ECLIPSE FUNDS INC.
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Conservative Allocation Fund
  $ 24.34  
MainStay Epoch U.S. All Cap Fund
  $ 24.34  
MainStay Growth Allocation Fund
  $ 24.34  
MainStay Growth Equity Fund
  $ 24.34  
MainStay Large Cap Opportunity Fund
  $ 24.34  
MainStay Moderate Allocation Fund
  $ 24.34  
MainStay Moderate Growth Allocation Fund
  $ 24.34  
MainStay S&P 500 Index Fund
  $ 24.34  
MainStay 130/30 Core Fund
  $ 24.34  
MainStay 130/30 Growth Fund
  $ 24.34  
MainStay 130/30 International Fund
  $ 24.34  
MainStay Retirement 2010
  $ 24.34  
MainStay Retirement 2020
  $ 24.34  
MainStay Retirement 2030
  $ 24.34  
MainStay Retirement 2040
  $ 24.34  
MainStay Retirement 2050
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Floating Rate Fund
  $ 28.86  
MainStay Indexed Bond Fund
  $ 28.86  
MainStay Intermediate Term Bond Fund
  $ 28.86  
MainStay Short-Term Bond Fund
  $ 28.86  
MainStay 130/30 High Yield Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Cash Reserves Fund
  $ 31.67  

ICAP FUNDS, INC.
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay ICAP Equity Fund
  $ 24.34  
MainStay ICAP Select Equity Fund
  $ 24.34  
MainStay ICAP International Fund
  $ 24.34  
MainStay ICAP Global Fund
  $ 24.34  
 
MAINSTAY FUNDS TRUST
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Epoch Global Equity Yield Fund
  $ 24.34  
MainStay Epoch International Small Cap Fund
  $ 24.34  
MainStay Epoch U.S. Equity Fund Fund
  $ 24.34  
MainStay Epoch Global Choice Fund
  $ 24.34  

B)           Fund Minimum (CUSIP/Class/Fund):

The Funds listed above will be billed at $458.84 per month per CUSIP ( i.e., 1/12 of the annual Fund Minimum charge of $5,506.08) for each Fund serviced during the month that is not being charged at the per account rate.  Those Funds that do not have a minimum account volume are charged at the Fund Minimum level until such account volumes are achieved.  Seed accounts are excluded from Fund Minimums.

 
4

 

The fees and charges set forth above shall increase annually over the fees and charges during the prior 12 months in an amount equal to the annual percentage of change in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of Labor Statistics.
 
2)           Other Items

 
A)            529 Products
 
Oppenheimer’s 529 Product currently uses two MainStay Funds as investment vehicles to support its 529 Portfolios.  Each MainStay Fund will be charged on a pro rated account basis for each account that uses the MainStay Funds to support its 529 Portfolio, as follows:

EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay High Yield Corporate Bond Fund
  $ 28.86  

B)            New MainStay Funds
 
New MainStay Funds that contain “seed money” only will not be charged the Fund Minimum.
 
C)            Fund Billing Restrictions/Caps
 
In order to facilitate the introduction of New Fund and Products and keep transfer agency expenses at a minimum, certain billing restrictions and/or Caps apply to New Funds.  New Funds (Class A, I, R1, R2, and R3) are charged a maximum transfer agency expense of 25 basis points for one year.  After one year, the Fund expenses are reviewed and, at Management discretion, will either continue to be charged the 25 basis points maximum or commencement of the per account rate or Fund Minimum charge will begin.

*
The removal of each of the MainStay Value Fund and MainStay Mid Cap Growth Fund from this Schedule is effective upon the completion of each respective Fund’s liquidation and dissolution, which commenced on November 12, 2009.

 
5

 

IN WITNESS WHEREOF , each of the Funds listed below and NYLIM Service Company LLC have agreed upon this Transfer Agency Fee Schedule and have caused this Transfer Agency Fee Schedule to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

THE MAINSTAY FUNDS
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

ECLIPSE FUNDS
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

ECLIPSE FUNDS INC.
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

ICAP FUNDS, INC.
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

MAINSTAY FUNDS TRUST
 
By:
/s/ Stephen P. Fisher
Name:  Stephen P. Fisher
Title:  President

NYLIM SERVICE COMPANY LLC
 
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
Title:  President and Chief Executive Officer
 
 
6

 
 

Exhibit h 1 (a) ii
AMENDMENT
TO
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
 
This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 24 th 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”).

WHEREAS, the Funds and NSC are parties to an Amended and Restated Transfer Agency and Service Agreement, dated October 1, 2008 (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Transfer Agency Fee Schedule in the Agreement in order to revise the list of funds covered by the Agreement to reflect the liquidation and dissolution of the MainStay Capital Appreciation Fund, MainStay Mid Cap Value Fund, and MainStay Small Cap Growth Fund (each a “Liquidation” and, collectively, the “Liquidations”).
 
NOW, THEREFORE , the parties agree that effective with respect to each Liquidation upon its completion, the Transfer Agency Fee Schedule is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS HEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of this 24 th day of November, 2009.

THE MAINSTAY FUNDS

By:
/s/ Stephen P. Fisher
 
 
Name:  Stephen P. Fisher
 
Title:  President
 
ECLIPSE FUNDS

By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
Title:  President
 
 

 
 
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ICAP FUNDS, INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
 
Title:  President and Chief Executive Officer
 
 
 
2

 

TRANSFER AGENCY FEE SCHEDULE
As Amended on November 24, 2009*

1)           Maintenance and Transaction Charges – Billable Monthly**
 
**  The funds listed below will be billed at the greater of A or B.
 
A)           Per Account Annual Fee:
 
The following Funds will be billed at a rate of 1/12 of the annual fee for each Fund account serviced during the month.  “Accounts serviced” is defined as all open accounts at month end and accounts that close during the month, including underlying Shareholder accounts which may be held in an omnibus positions and serviced by other administrators.
 
THE MAINSTAY FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Common Stock Fund
  $ 24.34  
MainStay Equity Index Fund
  $ 24.34  
MainStay International Equity Fund
  $ 24.34  
MainStay Large Cap Growth Fund
  $ 24.34  
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Convertible Fund
  $ 28.86  
MainStay Diversified Income Fund
  $ 28.86  
MainStay Global High Income Fund
  $ 28.86  
MainStay Government Fund
  $ 28.86  
MainStay High Yield Corporate Bond Fund
  $ 28.86  
MainStay Income Builder Fund
  $ 28.86  
MainStay Tax Free Bond Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Money Market Fund
  $ 31.67  
MainStay Principal Preservation Fund
  $ 28.86  

ECLIPSE FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay U.S. Small Cap Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay Balanced Fund
  $ 28.86  
 
 
3

 

ECLIPSE FUNDS INC.
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Conservative Allocation Fund
  $ 24.34  
MainStay Epoch U.S. All Cap Fund
  $ 24.34  
MainStay Growth Allocation Fund
  $ 24.34  
MainStay Growth Equity Fund
  $ 24.34  
MainStay Large Cap Opportunity Fund
  $ 24.34  
MainStay Moderate Allocation Fund
  $ 24.34  
MainStay Moderate Growth Allocation Fund
  $ 24.34  
MainStay S&P 500 Index Fund
  $ 24.34  
MainStay 130/30 Core Fund
  $ 24.34  
MainStay 130/30 Growth Fund
  $ 24.34  
MainStay 130/30 International Fund
  $ 24.34  
MainStay Retirement 2010
  $ 24.34  
MainStay Retirement 2020
  $ 24.34  
MainStay Retirement 2030
  $ 24.34  
MainStay Retirement 2040
  $ 24.34  
MainStay Retirement 2050
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Floating Rate Fund
  $ 28.86  
MainStay Indexed Bond Fund
  $ 28.86  
MainStay Intermediate Term Bond Fund
  $ 28.86  
MainStay Short-Term Bond Fund
  $ 28.86  
MainStay 130/30 High Yield Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Cash Reserves Fund
  $ 31.67  

ICAP FUNDS, INC.
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay ICAP Equity Fund
  $ 24.34  
MainStay ICAP Select Equity Fund
  $ 24.34  
MainStay ICAP International Fund
  $ 24.34  
MainStay ICAP Global Fund
  $ 24.34  
 
MAINSTAY FUNDS TRUST
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Epoch Global Equity Yield Fund
  $ 24.34  
MainStay Epoch International Small Cap Fund
  $ 24.34  
MainStay Epoch U.S. Equity Fund
  $ 24.34  
MainStay Epoch Global Choice Fund
  $ 24.34  

B)           Fund Minimum (CUSIP/Class/Fund):

The Funds listed above will be billed at $458.84 per month per CUSIP ( i.e., 1/12 of the annual Fund Minimum charge of $5,506.08) for each Fund serviced during the month that is not being charged at the per account rate.  Those Funds that do not have a minimum account volume are charged at the Fund Minimum level until such account volumes are achieved.  Seed accounts are excluded from Fund Minimums.

 
4

 

The fees and charges set forth above shall increase annually over the fees and charges during the prior 12 months in an amount equal to the annual percentage of change in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of Labor Statistics.
 
2)           Other Items

A) 
529 Products
Oppenheimer’s 529 Product currently uses two MainStay Funds as investment vehicles to support its 529 Portfolios.  Each MainStay Fund will be charged on a pro rated account basis for each account that uses the MainStay Funds to support its 529 Portfolio, as follows:

EQUITY FUNDS 
 
    ACCOUNT RATES    
 
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay High Yield Corporate Bond Fund
  $ 28.86  
 
B)            New MainStay Funds
 
New MainStay Funds that contain “seed money” only will not be charged the Fund Minimum.
 
C)            Fund Billing Restrictions/Caps
 
In order to facilitate the introduction of New Fund and Products and keep transfer agency expenses at a minimum, certain billing restrictions and/or Caps apply to New Funds.  New Funds (Class A, I, R1, R2, and R3) are charged a maximum transfer agency expense of 25 basis points for one year.  After one year, the Fund expenses are reviewed and, at Management discretion, will either continue to be charged the 25 basis points maximum or commencement of the per account rate or Fund Minimum charge will begin.

*
The removal of each of the MainStay Capital Appreciation Fund, MainStay Mid Cap Value Fund and MainStay Small Cap Growth Fund from this Schedule is effective upon the completion of each respective Fund’s liquidation and dissolution, which commenced on November 24, 2009.

 
5

 

IN WITNESS WHEREOF , each of the Funds listed below and NYLIM Service Company LLC have agreed upon this Transfer Agency Fee Schedule and have caused this Transfer Agency Fee Schedule to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ICAP FUNDS, INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
 
Title:  President and Chief Executive Officer
 
 
 
6

 

Exhibit h 1 a iii
 
AMENDMENT
TO
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
 
This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 26 th 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”).

WHEREAS, the Funds and NSC are parties to an Amended and Restated Transfer Agency and Service Agreement, dated October 1, 2008 (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Transfer Agency Fee Schedule in the Agreement in order to revise the list of Funds, series and portfolios covered by the Agreement to reflect the change of the name of the MainStay 130/30 High Yield Fund, the addition of a series to MainStay Funds Trust, the MainStay High Yield Opportunities Fund, the reorganization of each series of Eclipse Funds Inc. (except for the MainStay 130/30 High Yield Fund) and ICAP Funds Inc. (the “Acquired Series”)   with and into corresponding shell series of MainStay Funds Trust, and the liquidation and dissolution of each Acquired Series (each a “Reorganization” and, collectively, the “Reorganizations”).
 
NOW, THEREFORE , the parties agree that effective at the close of business on February 26, 2010 with respect to the change of the name of the MainStay 130/30 High Yield Fund and the addition of the MainStay High Yield Opportunities Fund, and with respect to each Reorganization upon its completion, the Transfer Agency Fee Schedule is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS HEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of this 26 th day of February, 2010.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
 
 

 
 
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ICAP FUNDS, INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
 
Title:  President and Chief Executive Officer
 
 
 
2

 

TRANSFER AGENCY FEE SCHEDULE
As Amended on February 26, 2010
 
1)           Maintenance and Transaction Charges – Billable Monthly**
 
**  The funds listed below will be billed at the greater of A or B.
 
A)           Per Account Annual Fee:
 
The following Funds will be billed at a rate of 1/12 of the annual fee for each Fund account serviced during the month.  “Accounts serviced” is defined as all open accounts at month end and accounts that close during the month, including underlying Shareholder accounts which may be held in an omnibus positions and serviced by other administrators.
 
THE MAINSTAY FUNDS
 
EQUITY FUNDS 
 
ACCOUNT RATES
 
MainStay Common Stock Fund
  $ 24.34  
MainStay Equity Index Fund
  $ 24.34  
MainStay International Equity Fund
  $ 24.34  
MainStay Large Cap Growth Fund
  $ 24.34  
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Convertible Fund
  $ 28.86  
MainStay Diversified Income Fund
  $ 28.86  
MainStay Global High Income Fund
  $ 28.86  
MainStay Government Fund
  $ 28.86  
MainStay High Yield Corporate Bond Fund
  $ 28.86  
MainStay Income Builder Fund
  $ 28.86  
MainStay Tax Free Bond Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Money Market Fund
  $ 31.67  
MainStay Principal Preservation Fund
  $ 28.86  

ECLIPSE FUNDS
 
EQUITY FUND
 
ACCOUNT RATES
 
MainStay U.S. Small Cap Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay Balanced Fund
  $ 28.86  

ECLIPSE FUNDS INC.
 
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay High Yield Opportunities Fund
  $ 28.86  
 
 
3

 
 
MAINSTAY FUNDS TRUST
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay 130/30 Core Fund
  $ 24.34  
MainStay 130/30 Growth Fund
  $ 24.34  
MainStay 130/30 International Fund
  $ 24.34  
Conservative Allocation Fund
  $ 24.34  
MainStay Epoch Global Choice Fund
  $ 24.34  
MainStay Epoch Global Equity Yield Fund
  $ 24.34  
MainStay Epoch International Small Cap Fund
  $ 24.34  
MainStay Epoch U.S. All Cap Fund
  $ 24.34  
MainStay Epoch U.S. Equity Fund
  $ 24.34  
MainStay Growth Allocation Fund
  $ 24.34  
MainStay Growth Equity Fund
  $ 24.34  
MainStay ICAP Equity Fund
  $ 24.34  
MainStay ICAP Global Fund
  $ 24.34  
MainStay ICAP International Fund
  $ 24.34  
MainStay ICAP Select Equity Fund
  $ 24.34  
MainStay Moderate Allocation Fund
  $ 24.34  
MainStay Moderate Growth Allocation Fund
  $ 24.34  
MainStay Retirement 2010 Fund
  $ 24.34  
MainStay Retirement 2020 Fund
  $ 24.34  
MainStay Retirement 2030 Fund
  $ 24.34  
MainStay Retirement 2040 Fund
  $ 24.34  
MainStay Retirement 2050 Fund
  $ 24.34  
MainStay S&P 500 Index Fund
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Floating Rate Fund
  $ 28.86  
MainStay High Yield Opportunities Fund
  $ 28.86  
MainStay Indexed Bond Fund
  $ 28.86  
MainStay Intermediate Term Bond Fund
  $ 28.86  
MainStay Short Term Bond Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Cash Reserves Fund
  $ 31.67  

B)           Fund Minimum (CUSIP/Class/Fund):

The Funds listed above will be billed at $458.84 per month per CUSIP ( i.e., 1/12 of the annual Fund Minimum charge of $5,506.08) for each Fund serviced during the month that is not being charged at the per account rate.  Those Funds that do not have a minimum account volume are charged at the Fund Minimum level until such account volumes are achieved.  Seed accounts are excluded from Fund Minimums.

The fees and charges set forth above shall increase annually over the fees and charges during the prior 12 months in an amount equal to the annual percentage of change in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of Labor Statistics.

 
4

 

2)           Other Items
 
A) 
529 Products
 
Oppenheimer’s 529 Product currently uses two MainStay Funds [ Please confirm that since Mid Cap Growth previously merged into Large Cap Growth, only two funds are being used in the 529 Product] as investment vehicles to support its 529 Portfolios.  Each MainStay Fund will be charged on a pro rated account basis for each account that uses the MainStay Funds to support its 529 Portfolio, as follows:

EQUITY FUNDS 
 
      ACCOUNT RATES      
 
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay High Yield Corporate Bond Fund
  $ 28.86  
 
B)            New MainStay Funds
 
New MainStay Funds that contain “seed money” only will not be charged the Fund Minimum.
 
C)            Fund Billing Restrictions/Caps
 
In order to facilitate the introduction of New Fund and Products and keep transfer agency expenses at a minimum, certain billing restrictions and/or Caps apply to New Funds.  New Funds (Class A, I, R1, R2, and R3) are charged a maximum transfer agency expense of 25 basis points for one year.  After one year, the Fund expenses are reviewed and, at Management discretion, will either continue to be charged the 25 basis points maximum or commencement of the per account rate or Fund Minimum charge will begin.

 
5

 

IN WITNESS WHEREOF , each of the Funds listed below and NYLIM Service Company LLC have agreed upon this Transfer Agency Fee Schedule and have caused this Transfer Agency Fee Schedule to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ICAP FUNDS, INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
 
Title:  President and Chief Executive Officer
 
 
 
6

 

h 1 (a) iv
 
AMENDMENT
TO
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
 
This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 30 th 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”).

WHEREAS, the Funds and NSC are parties to an Amended and Restated Transfer Agency and Service Agreement, dated October 1, 2008 (“Agreement”); and

WHEREAS , the parties hereby wish to amend the Transfer Agency Fee Schedule in the Agreement in order to revise the list of Funds, Series covered by the Agreement to reflect the addition of MainStay High Yield Municipal Bond Fund, a Series of MainStay Funds Trust.
 
NOW, THEREFORE , the parties agree that effective as of business on March 30, 2010  with respect to the addition of the MainStay High Yield Municipal Bond Fund, as a Series of MainStay Funds Trust, the Transfer Agency Fee Schedule is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.
 
IN WITNESS HEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of this 30 th day of March, 2010.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS INC.
 
   
By:
Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
 
 

 
 
MAINSTAY FUNDS TRUST
 
   
By:
Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
 
Title:  President and Chief Executive Officer
 
 
 
2

 

TRANSFER AGENCY FEE SCHEDULE
As Amended on March 30, 2010*

 
1)           Maintenance and Transaction Charges – Billable Monthly**
 
**  The funds listed below will be billed at the greater of A or B.
 
A)           Per Account Annual Fee:
 
The following Funds will be billed at a rate of 1/12 of the annual fee for each Fund account serviced during the month.  “Accounts serviced” is defined as all open accounts at month end and accounts that close during the month, including underlying Shareholder accounts which may be held in an omnibus positions and serviced by other administrators.
 
THE MAINSTAY FUNDS
 
EQUITY FUNDS 
 
ACCOUNT RATES
 
MainStay Common Stock Fund
  $ 24.34  
MainStay Equity Index Fund
  $ 24.34  
MainStay International Equity Fund
  $ 24.34  
MainStay Large Cap Growth Fund
  $ 24.34  
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Convertible Fund
  $ 28.86  
MainStay Diversified Income Fund
  $ 28.86  
MainStay Global High Income Fund
  $ 28.86  
MainStay Government Fund
  $ 28.86  
MainStay High Yield Corporate Bond Fund
  $ 28.86  
MainStay Income Builder Fund
  $ 28.86  
MainStay Tax Free Bond Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Money Market Fund
  $ 31.67  
MainStay Principal Preservation Fund
  $ 28.86  

ECLIPSE FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay U.S. Small Cap Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay Balanced Fund
  $ 28.86  
 
 
3

 

ECLIPSE FUNDS INC.
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Conservative Allocation Fund
  $ 24.34  
MainStay Epoch U.S. All Cap Fund
  $ 24.34  
MainStay Growth Allocation Fund
  $ 24.34  
MainStay Growth Equity Fund
  $ 24.34  
MainStay Large Cap Opportunity Fund
  $ 24.34  
MainStay Moderate Allocation Fund
  $ 24.34  
MainStay Moderate Growth Allocation Fund
  $ 24.34  
MainStay S&P 500 Index Fund
  $ 24.34  
MainStay 130/30 Core Fund
  $ 24.34  
MainStay 130/30 Growth Fund
  $ 24.34  
MainStay 130/30 International Fund
  $ 24.34  
MainStay Retirement 2010
  $ 24.34  
MainStay Retirement 2020
  $ 24.34  
MainStay Retirement 2030
  $ 24.34  
MainStay Retirement 2040
  $ 24.34  
MainStay Retirement 2050
  $ 24.34  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Floating Rate Fund
  $ 28.86  
MainStay Indexed Bond Fund
  $ 28.86  
MainStay Intermediate Term Bond Fund
  $ 28.86  
MainStay Short-Term Bond Fund
  $ 28.86  
MainStay 130/30 High Yield Fund
  $ 28.86  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Cash Reserves Fund
  $ 31.67  

B)           Fund Minimum (CUSIP/Class/Fund):

The Funds listed above will be billed at $458.84 per month per CUSIP ( i.e., 1/12 of the annual Fund Minimum charge of $5,506.08) for each Fund serviced during the month that is not being charged at the per account rate.  Those Funds that do not have a minimum account volume are charged at the Fund Minimum level until such account volumes are achieved.  Seed accounts are excluded from Fund Minimums.

The fees and charges set forth above shall increase annually over the fees and charges during the prior 12 months in an amount equal to the annual percentage of change in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of Labor Statistics.
 
2)           Other Items

A) 
529 Products
Oppenheimer’s 529 Product currently uses two MainStay Funds as investment vehicles to support its 529 Portfolios.  Each MainStay Fund will be charged on a pro rated account basis for each account that uses the MainStay Funds to support its 529 Portfolio, as follows:

 
4

 
 
EQUITY FUNDS 
 
    ACCOUNT RATES    
 
MainStay MAP Fund
  $ 24.34  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay High Yield Corporate Bond Fund
  $ 28.86  
 
B)            New MainStay Funds
 
New MainStay Funds that contain “seed money” only will not be charged the Fund Minimum.
 
C)            Fund Billing Restrictions/Caps
 
In order to facilitate the introduction of New Fund and Products and keep transfer agency expenses at a minimum, certain billing restrictions and/or Caps apply to New Funds.  New Funds (Class A, I, R1, R2, and R3) are charged a maximum transfer agency expense of 25 basis points for one year.  After one year, the Fund expenses are reviewed and, at Management discretion, will either continue to be charged the 25 basis points maximum or commencement of the per account rate or Fund Minimum charge will begin.

 
5

 

IN WITNESS WHEREOF , each of the Funds listed below and NYLIM Service Company LLC have agreed upon this Transfer Agency Fee Schedule and have caused this Transfer Agency Fee Schedule to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny L. Nelson
 
Name:  Penny L. Nelson
 
Title:  President and Chief Executive Officer
 
 
 
6

 

Exhibit h 1 a v

AMENDMENT
TO
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
 
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”).

WHEREAS, the Funds and NSC are parties to an Amended and Restated Transfer Agency and Service Agreement, dated October 1, 2008 (“Agreement”); and

WHEREAS , pursuant to Article 2.01 and Article 11 of the Agreement, the parties hereby wish to amend the Agreement.
 
NOW, THEREFORE, the parties agree as follows:
 
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto.
 
IN WITNESS HEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:    President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
 
 

 
 
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny Nelson
 
Name:  Penny Nelson
 
Title:  President
 
 
 
2

 

TRANSFER AGENCY FEE SCHEDULE
As Amended effective January 1, 2011

1)           Maintenance and Transaction Charges – Billable Monthly*
 
*  The Funds listed below will be billed at the greater of A or B.
 
A)           Per Account Annual Fee:
 
The following Funds will be billed at a rate of 1/12 of the annual fee for each Fund account serviced during the month.  “Accounts serviced” is defined as all open accounts at month end and accounts that close during the month, including underlying Shareholder accounts which may be held in an omnibus positions and serviced by other administrators.
 
THE MAINSTAY FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Common Stock Fund
  $ 22.44  
MainStay Equity Index Fund
  $ 22.44  
MainStay International Equity Fund
  $ 22.44  
MainStay Large Cap Growth Fund
  $ 22.44  
MainStay MAP Fund
  $ 22.44  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Convertible Fund
  $ 26.96  
MainStay Diversified Income Fund
  $ 26.96  
MainStay Global High Income Fund
  $ 26.96  
MainStay Government Fund
  $ 26.96  
MainStay High Yield Corporate Bond Fund
  $ 26.96  
MainStay Income Builder Fund
  $ 26.96  
MainStay Tax Free Bond Fund
  $ 26.96  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Money Market Fund
  $ 29.77  
MainStay Principal Preservation Fund
  $ 26.96  

ECLIPSE FUNDS
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay U.S. Small Cap Fund
  $ 22.44  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay Balanced Fund
  $ 26.96  


 
3

 

ECLIPSE FUNDS INC.
 
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay High Yield Opportunities Fund
  $ 26.96  

MAINSTAY FUNDS TRUST
 
EQUITY FUNDS
 
ACCOUNT RATES
 
MainStay Conservative Allocation Fund
  $ 22.44  
MainStay Epoch Global Equity Yield Fund
  $ 22.44  
MainStay Epoch International Small Cap Fund
  $ 22.44  
MainStay Epoch U.S. Equity Fund
  $ 22.44  
MainStay Epoch Global Choice Fund
  $ 22.44  
MainStay Epoch U.S. All Cap Fund
  $ 22.44  
MainStay Growth Allocation Fund
  $ 22.44  
MainStay Growth Equity Fund
  $ 22.44  
MainStay ICAP Equity Fund
  $ 22.44  
MainStay ICAP Select Equity Fund
  $ 22.44  
MainStay ICAP International Fund
  $ 22.44  
MainStay ICAP Global Fund
  $ 22.44  
MainStay Moderate Allocation Fund
  $ 22.44  
MainStay Moderate Growth Allocation Fund
  $ 22.44  
MainStay S&P 500 Index Fund
  $ 22.44  
MainStay Retirement 2010 Fund
  $ 22.44  
MainStay Retirement 2020 Fund
  $ 22.44  
MainStay Retirement 2030 Fund
  $ 22.44  
MainStay Retirement 2040 Fund
  $ 22.44  
MainStay Retirement 2050 Fund
  $ 22.44  
MainStay 130/30 Core Fund
  $ 22.44  
MainStay 130/30 Growth Fund
  $ 22.44  
MainStay 130/30 International Fund
  $ 22.44  
FIXED INCOME & BLENDED FUNDS
 
ACCOUNT RATES
 
MainStay Floating Rate Fund
  $ 26.96  
MainStay High Yield Municipal Bond Fund
  $ 26.96  
MainStay Indexed Bond Fund
  $ 26.96  
MainStay Intermediate Term Bond Fund
  $ 26.96  
MainStay Short Term Bond Fund
  $ 26.96  
MONEY MARKET FUND
 
ACCOUNT RATES
 
MainStay Cash Reserves Fund
  $ 29.77  

B)           Fund Minimum (CUSIP/Class/Fund):

The Funds listed above will be billed at $458.84 per month per CUSIP ( i.e., 1/12 of the annual Fund Minimum charge of $5,506.08) for each Fund serviced during the month that is not being charged at the per account rate.  Those Funds that do not have a minimum account volume are charged at the Fund Minimum level until such account volumes are achieved.  Seed accounts are excluded from Fund Minimums.

 
4

 

The fees and charges set forth above shall increase annually over the fees and charges during the prior 12 months in an amount equal to the annual percentage of change in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of Labor Statistics.
 
2)           Other Items

A) 
529 Products
Oppenheimer’s 529 Product currently uses two MainStay Funds as investment vehicles to support its 529 Portfolios.  Each MainStay Fund will be charged on a pro rated account basis for each account that uses the MainStay Funds to support its 529 Portfolio, as follows:

EQUITY FUNDS 
 
ACCOUNT RATES        
 
MainStay MAP Fund
  $ 22.44  
FIXED INCOME & BLENDED FUND
 
ACCOUNT RATES
 
MainStay High Yield Corporate Bond Fund
  $ 26.96  

B)            New MainStay Funds
 
New MainStay Funds that contain “seed money” only will not be charged the Fund Minimum.
 
C)            Fund Billing Restrictions/Caps
 
In order to facilitate the introduction of New Fund and Products and keep transfer agency expenses at a minimum, certain billing restrictions and/or Caps apply to New Funds.  New Funds (Class A, I, R1, R2, and R3) are charged a maximum transfer agency expense of 25 basis points for one year.  After one year, the Fund expenses are reviewed and, at Management discretion, will either continue to be charged the 25 basis points maximum or commencement of the per account rate or Fund Minimum charge will begin.

 
5

 

IN WITNESS WHEREOF , each of the Funds listed below and NYLIM Service Company LLC have agreed upon this Transfer Agency Fee Schedule and have caused this Transfer Agency Fee Schedule to be executed in their names and on their behalf by and through their duly authorized officers as of the day and year first written above.

THE MAINSTAY FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
ECLIPSE FUNDS INC.
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
MAINSTAY FUNDS TRUST
 
   
By:
/s/ Stephen P. Fisher
 
Name:  Stephen P. Fisher
 
Title:  President
 
   
NYLIM SERVICE COMPANY LLC
 
   
By:
/s/ Penny Nelson
 
Name:  Penny Nelson
 
Title:  President
 
 
 
6

 

Exhibit h 3 a
 
SHAREHOLDER SERVICES PLAN
 
FOR CLASS R1 SHARES OF
 
MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust, a Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”); and
 
WHEREAS , shares of beneficial interest of the Trust currently are divided into a number of separate series (each individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time; and
 
WHEREAS , shares of each of the Funds may be issued in eight classes, including “Class R1;” and
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of this Shareholder Services Plan (the “Plan”) will benefit the Trust, each of the Funds, and their respective shareholders; and
 
WHEREAS , on behalf of the Funds, the Trust desires to appoint New York Life Investment Management LLC (“New York Life Investments”), its affiliates, or independent third-party service providers to provide certain services to holders of the Class R1 Shares of the Funds under the terms and conditions described herein.
 
NOW, THEREFORE , the Trust hereby adopts this Plan, on behalf of the Class R1 Shares of the Funds, subject to the following terms and conditions:
 
A.           Each Fund is authorized to pay New York Life Investments, its affiliates, or independent third-party service providers, as compensation for service activities (as defined in Paragraph D hereof) rendered to holders of the Class R1 Shares of the Fund, a shareholder service fee at the annual rate of 0.10% of the average daily net asset value of the Class R1 Shares of the Fund (the “Fee”).  Such Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.  New York Life Investments is authorized to pay its affiliates or independent third-party service providers for performing service activities consistent with this Plan.

B.           This Plan shall not take effect until it, together with any related agreements, have been approved by votes of a majority of both: (a) the Trustees of the Trust and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Plan Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.

 

 

   Exhibit h 3 a

C.           This Plan shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of the Plan in Paragraph B hereof.

D.           New York Life Investments shall provide to the Board, and the Board shall review at least quarterly, a written report of the amounts expended in connection with the performance of “service activities,” as defined in this Paragraph D, and the purposes for which such expenditures were made.  New York Life Investments shall submit only information regarding amounts expended for “service activities” to the Board in support of the Fee payable hereunder.

For purposes of the Plan, “service activities” shall include any personal services or account maintenance services, which may include but are not limited to activities in connection with the provision of personal, continuing services to investors in each Fund; transfer agent and subtransfer agent services for beneficial owners of Fund shares;  receiving, aggregating and processing purchase and redemption orders; providing and maintaining retirement plan records;  communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts;  acting as the sole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing subaccounting services for Fund shares held beneficially; forwarding shareholder communications to beneficial owners;  receiving, tabulating and transmitting proxies executed by beneficial owners;  performing daily investment (“sweep”) functions for shareholders;  providing investment advisory services; and general account administration activities.  Overhead and other expenses related to “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.
 
E.           The amount of the Fee payable to New York Life Investments, its affiliates, or independent third-party service providers under Paragraph A hereof is not related directly to expenses incurred by New York Life Investments, its affiliates, or independent third-party service providers on behalf of a Fund in servicing holders of Class R1 Shares of the Fund.  The Fee set forth in Paragraph A hereof will be paid by a Fund to New York Life Investments, its affiliates, or independent third-party service providers until the Plan is terminated or not renewed with respect to that Fund.  If the Plan is terminated or not renewed with respect to a Fund, any expenses incurred by New York Life Investments, its affiliates or independent third-party service providers, on behalf of the Fund, in excess of the payments of the Fee specified in Paragraph A hereof which New York Life Investments, its affiliates, or independent third-party service providers has received or accrued through the termination date are the sole responsibility and liability of New York Life Investments, its affiliates, or independent third-party service providers, and are not obligations of the Fund.

 

 

Exhibit h 3 a

F.           This Plan may be terminated as to any Fund at any time, without payment of any penalty, by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the affected class of a Fund on not more than 30 days’ written notice to any other party to the Plan.

G.          While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect.

H.          The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph D hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.

I.           This Plan may be amended at any time with respect to a Fund provided that any material amendment, including any amendment to increase materially the amount of the Fee provided for in Paragraph A, is invalid and unenforceable unless such amendment is approved in the manner provided for approval in Paragraph B hereof.

Adopted by the Board on June 23, 2009.

 

 

Exhibit h 3 a
 
SCHEDULE A
 
(As of November 10, 2009)
 
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund

 

 

Exhibit h 3 b

SHAREHOLDER SERVICES PLAN
 
FOR CLASS R2 SHARES OF
 
MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust, a Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”); and
 
WHEREAS , shares of beneficial interest of the Trust currently are divided into a number of separate series (each individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time; and
 
WHEREAS , shares of each of the Funds may be issued in eight classes, including “Class R2;” and
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of this Shareholder Services Plan (the “Plan”) will benefit the Trust, each of the Funds, and their respective shareholders; and
 
WHEREAS , on behalf of the Funds, the Trust desires to appoint New York Life Investment Management LLC (“New York Life Investments”), its affiliates, or independent third-party service providers to provide certain services to holders of the Class R2 Shares of the Funds under the terms and conditions described herein.
 
NOW, THEREFORE , the Trust hereby adopts this Plan, on behalf of the Class R2 Shares of the Funds, subject to the following terms and conditions:
 
A.           Each Fund is authorized to pay New York Life Investments, its affiliates, or independent third-party service providers, as compensation for service activities (as defined in Paragraph D hereof) rendered to holders of the Class R2 Shares of the Fund, a shareholder service fee at the annual rate of 0.10% of the average daily net asset value of the Class R2 Shares of the Fund (the “Fee”).  Such Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.  New York Life Investments is authorized to pay its affiliates or independent third-party service providers for performing service activities consistent with this Plan.

B.           This Plan shall not take effect until it, together with any related agreements, have been approved by votes of a majority of both: (a) the Trustees of the Trust and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Plan Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.

 

 

Exhibit h 3 b
 
C.           This Plan shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of the Plan in Paragraph B hereof.

D.           New York Life Investments shall provide to the Board, and the Board shall review at least quarterly, a written report of the amounts expended in connection with the performance of “service activities,” as defined in this Paragraph D, and the purposes for which such expenditures were made.  New York Life Investments shall submit only information regarding amounts expended for “service activities” to the Board in support of the Fee payable hereunder.

For purposes of the Plan, “service activities” shall include any personal services or account maintenance services, which may include but are not limited to activities in connection with the provision of personal, continuing services to investors in each Fund; transfer agent and subtransfer agent services for beneficial owners of Fund shares;  receiving, aggregating and processing purchase and redemption orders; providing and maintaining retirement plan records;  communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts;  acting as the sole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing subaccounting services for Fund shares held beneficially; forwarding shareholder communications to beneficial owners;  receiving, tabulating and transmitting proxies executed by beneficial owners;  performing daily investment (“sweep”) functions for shareholders;  providing investment advisory services; and general account administration activities.  Overhead and other expenses related to “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.
 
E.           The amount of the Fee payable to New York Life Investments, its affiliates, or independent third-party service providers under Paragraph A hereof is not related directly to expenses incurred by New York Life Investments, its affiliates, or independent third-party service providers on behalf of a Fund in servicing holders of Class R2 Shares of the Fund.  The Fee set forth in Paragraph A hereof will be paid by a Fund to New York Life Investments, its affiliates, or independent third-party service providers until the Plan is terminated or not renewed with respect to that Fund.  If the Plan is terminated or not renewed with respect to a Fund, any expenses incurred by New York Life Investments, its affiliates or independent third-party service providers, on behalf of the Fund, in excess of the payments of the Fee specified in Paragraph A hereof which New York Life Investments, its affiliates, or independent third-party service providers has received or accrued through the termination date are the sole responsibility and liability of New York Life Investments, its affiliates, or independent third-party service providers, and are not obligations of the Fund.

 

 

Exhibit h 3 b

F.           This Plan may be terminated as to any Fund at any time, without payment of any penalty, by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the affected class of a Fund on not more than 30 days’ written notice to any other party to the Plan.

G.          While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect.

H.          The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph D hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.

I.           This Plan may be amended at any time with respect to a Fund provided that any material amendment, including any amendment to increase materially the amount of the Fee provided for in Paragraph A, is invalid and unenforceable unless such amendment is approved in the manner provided for approval in Paragraph B hereof.

Adopted by the Board on June 23, 2009.

 

 

Exhibit h 3 b

SCHEDULE A
 
(As of November 10, 2009)
 
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund

 

 
Exhibit h 3 c

SHAREHOLDER SERVICES PLAN
 
FOR CLASS R3 SHARES OF
 
MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust, a Delaware statutory trust (the “ Trust” ), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “ Act” ); and
 
WHEREAS , shares of beneficial interest of the Trust currently are divided into a number of separate series (each individually, a “ Fund,” and collectively, the “ Funds” ) as set forth in Schedule A, as amended from time to time; and
 
WHEREAS , shares of each of the Funds may be issued in eight classes, including “ Class R3;” and
 
WHEREAS , the Board of Trustees of the Trust (“ Board” ) has determined that there is a reasonable likelihood that the adoption of this Shar eholder Services Plan (the “ Plan” ) will benefit the Trust, each of the Funds, and their respective shareholders; and
 
WHEREAS , on behalf of the Funds, the Trust desires to appoint New York Life Investment Management LLC (“ New York Life Investments” ), its af filiates, or independent third-party service providers to provide certain services to holders of the Class R3 Shares of the Funds under the terms and conditions described herein.
 
NOW, THEREFORE , the Trust hereby adopts this Plan, on behalf of the Class R3 Shares of the Funds, subject to the following terms and conditions:
 
A.             Each Fund is authorized to pay New York Life Investments, its affiliates, or independent third-party service providers, as compensation for service activities (as defined in Paragraph D hereof) rendered to holders of the Class R3 Shares of the Fund, a shareholder service fee at the annual rate of 0.10% of the average daily net asset value of the Class R3 Shares of the Fund (the “ Fee” ).  Such Fee shall be calculated daily and paid monthl y or at such other intervals as the Board shall determine.  New York Life Investments is authorized to pay its affiliates or independent third-party service providers for performing service activities consistent with this Plan.

B.             This Plan shall not take effect until it, together with any related agreements, have been approved by votes of a majority of both: (a) the Trustees of the Trust and (b) those Trustees of the Trust who are not “ interested persons” of the Trust (as defined in the Act) and who have n o direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “ Plan Trustees” ), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.

 
 

 

Exhibit h 3 c

C.             This Pla n shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of the Plan in Paragraph B hereof.

D.             New York Life Investments shall provide to the Boar d, and the Board shall review at least quarterly, a written report of the amounts expended in connection with the performance of “ service activities,” as defined in this Paragraph D, and the purposes for which such expenditures were made.  New York Life I n vestments shall submit only information regarding amounts expended for “ service activities” to the Board in support of the Fee payable hereunder.

For purposes of the Plan, “ service activities” shall include any personal services or account maintenance ser vices, which may include but are not limited to activities in connection with the provision of personal, continuing services to investors in each Fund; transfer agent and subtransfer agent services for beneficial owners of Fund shares;  receiving, aggrega t ing and processing purchase and redemption orders; providing and maintaining retirement plan records;  communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts;  acting as the s ole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing subaccounting s e rvices for Fund shares held beneficially; forwarding shareholder communications to beneficial owners;  receiving, tabulating and transmitting proxies executed by beneficial owners;   performing daily investment (“ sweep” ) functions for shareholders;  provid i ng investment advisory services; and general account administration activities.   Overhead and other expenses related to “ service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expen d ed for such activities.
 
E.             The amount of the Fee payable to New York Life Investments, its affiliates, or independent third-party service providers under Paragraph A hereof is not related directly to expenses incurred by New York Life Investments, its af filiates, or independent third-party service providers on behalf of a Fund in servicing holders of Class R3 Shares of the Fund.  The Fee set forth in Paragraph A hereof will be paid by a Fund to New York Life Investments, its affiliates, or independent th i rd-party service providers until the Plan is terminated or not renewed with respect to that Fund.  If the Plan is terminated or not renewed with respect to a Fund, any expenses incurred by New York Life Investments, its affiliates or independent third-par t y service providers, on behalf of the Fund, in excess of the payments of the Fee specified in Paragraph A hereof which New York Life Investments, its affiliates, or independent third-party service providers has received or accrued through the termination d ate are the sole responsibility and liability of New York Life Investments, its affiliates, or independent third-party service providers, and are not obligations of the Fund.

 
 

 

Exhibit h 3 c

F .             This Plan may be terminated as to any Fund at any time, without payment of an y penalty, by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the affected class of a Fund on not more than 30 days written notice to any other party to the Plan.

G.             While this Plan is in effect,   the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .

H.             The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph D hereo f, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.

I.             This Plan may be amended at any time with respect to a Fund provided th at any material amendment, including any amendment to increase materially the amount of the Fee provided for in Paragraph A, is invalid and unenforceable unless such amendment is approved in the manner provided for approval in Paragraph B hereof.

Adopted by the Board on June 23, 2009.

 
 

 

Exhibit h 3 c

SCHEDULE A
 
(As of November 10 , 2009)
 
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U.S. Equity Fund
MainStay Epoch Global Choice Fund

 
 

 
Exhibit h 3 d
 
SHAREHOLDER SERVICES PLAN
 
FOR SWEEP SHARES OF
 
MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust, a Delaware statutory trust (the “Trust”), engages in business as an open-end management investment company and is registered under the Investment Company Act of 1940, as amended (the “Act”); and
 
WHEREAS , shares of beneficial interest of the Trust currently are divided into a number of separate series (each individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time; and
 
WHEREAS , shares of each of the Funds may be issued in two classes, including “Sweep Class;” and
 
WHEREAS , the Board of Trustees of the Trust has determined that there is a reasonable likelihood that the adoption of this Shareholder Services Plan (the “Plan”) will benefit the Trust, each of the Funds, and their respective shareholders; and
 
WHEREAS , on behalf of the Funds, the Trust desires to appoint New York Life Investment Management LLC (“New York Life Investments”), its affiliates, or independent third-party service providers to provide certain services to holders of the Sweep Class Shares of the Funds under the terms and conditions described herein.
 
NOW, THEREFORE , the Trust hereby adopts this Plan, on behalf of the Sweep Class Shares of the Funds, subject to the following terms and conditions:
 
A.           Each Fund is authorized to pay New York Life Investments, its affiliates, or independent third-party service providers, as compensation for service activities (as defined in Paragraph D hereof) rendered to holders of the Sweep Class Shares of the Fund, a shareholder service fee at the annual rate of 0.25% of the average daily net asset value of the Sweep Class Shares of the Fund (the “Fee”).  Such Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.  New York Life Investments is authorized to pay its affiliates or independent third-party service providers for performing service activities consistent with this Plan.
 
B.           This Plan shall not take effect until it, together with any related agreements, have been approved by votes of a majority of both: (a) the Trustees of the Trust and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Plan Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
 
 

 
C.           This Plan shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of the Plan in Paragraph B hereof.
 
D.           New York Life Investments shall provide to the Board, and the Board shall review at least quarterly, a written report of the amounts expended in connection with the performance of “service activities,” as defined in this Paragraph D, and the purposes for which such expenditures were made.  New York Life Investments shall submit only information regarding amounts expended for “service activities” to the Board in support of the Fee payable hereunder.
 
For purposes of the Plan, “service activities” shall include any personal services or account maintenance services, which may include but are not limited to activities in connection with the provision of personal, continuing services to investors in each Fund; transfer agent and subtransfer agent services for beneficial owners of Fund shares; receiving, aggregating and processing purchase and redemption orders; providing and maintaining retirement plan records;  communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts;  acting as the sole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing subaccounting services for Fund shares held beneficially;  forwarding shareholder communications to beneficial owners;  receiving, tabulating and transmitting proxies executed by beneficial owners;  performing daily investment (“sweep”) functions for shareholders;  providing investment advisory services; and general account administration activities.  Overhead and other expenses related to “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.
 
E.           The amount of the Fee payable to New York Life Investments, its affiliates, or independent third-party service providers under Paragraph A hereof is not related directly to expenses incurred by New York Life Investments, its affiliates, or independent third-party service providers on behalf of a Fund in servicing holders of Sweep Class Shares of the Fund.  The Fee set forth in Paragraph A hereof will be paid by a Fund to New York Life Investments, its affiliates, or independent third-party service providers until the Plan is terminated or not renewed with respect to that Fund.  If the Plan is terminated or not renewed with respect to a Fund, any expenses incurred by New York Life Investments, its affiliates or independent third-party service providers, on behalf of the Fund, in excess of the payments of the Fee specified in Paragraph A hereof which New York Life Investments, its affiliates, or independent third-party service providers has received or accrued through the termination date are the sole responsibility and liability of New York Life Investments, its affiliates, or independent third-party service providers, and are not obligations of the Fund.
 
F.           This Plan may be terminated as to any Fund at any time, without payment of any penalty, by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the affected class of a Fund on not more than 30 days’ written notice to any other party to the Plan.
 
 
 

 
 
G.           While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Trust shall be committed to the discretion of the Trustees who are not such interested persons.
 
H.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph D hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
I.           This Plan may be amended at any time with respect to a Fund provided that any material amendment, including any amendment to increase materially the amount of the Fee provided for in Paragraph A, is invalid and unenforceable unless such amendment is approved in the manner provided for approval in Paragraph B hereof.
Adopted by the Board of Trustees of the Trust on October 1, 2009.

 
 

 

SCHEDULE A

(As of October 1, 2010)
 
Cash Reserves Fund
 
 
 

 
Exhibit h 3 d i
 
AMENDMENT TO SHAREHOLDER SERVICES PLAN
FOR CLASS R1 SHARES OF
MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)

FUND
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U. S. Equity Fund
MainStay Floating Rate Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay High Yield Opportunities Fund
MainStay ICAP Equity Fund
MainStay ICAP International Fund
MainStay ICAP Global 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 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
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund
 
 

 

Exhibit h  3 d i

AMENDMENT TO SHAREHOLDER SERVICES PLAN
FOR CLASS R2 SHARES OF
MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)

FUND
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U. S. Equity Fund
MainStay Floating Rate Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay ICAP Equity Fund
MainStay ICAP International Fund
MainStay ICAP Global 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 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
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund
 
 
 

 

Exhibit h  3 d i

AMENDMENT TO SHAREHOLDER SERVICES PLAN
FOR CLASS R3 SHARES OF
MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)

FUND
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U. S. Equity Fund
MainStay Floating Rate Fund
MainStay Growth Allocation Fund
MainStay Growth Equity Fund
MainStay High Yield Opportunities Fun d
MainStay ICAP Equity Fund
MainStay ICAP International Fund
MainStay ICAP Global 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 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
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund
 
 
 

 
Exhibit h 3 d ii

AMENDMENT TO SHAREOLDER SERVICES PLAN
FOR CLASS R1 SHARES OF
MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U. S. Equity 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 International Fund
MainStay ICAP Global 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 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
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund

 
 

 

Exhibit h 3 d ii

AMENDMENT TO SHAREHOLDER SERVICES PLAN
FOR CLASS R2 SHARES OF
MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U. S. Equity 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 International Fund
MainStay ICAP Global 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 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
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund

 
 

 
 
Exhibit h 3 d ii

AMENDMENT TO SHAREHOLDER SERVICES PLAN
FOR CLASS R3 SHARES OF
MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
MainStay Cash Reserves Fund
MainStay Conservative Allocation Fund
MainStay Epoch U.S. All Cap Fund
MainStay Epoch Global Choice Fund
MainStay Epoch Global Equity Yield Fund
MainStay Epoch International Small Cap Fund
MainStay Epoch U. S. Equity 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 International Fund
MainStay ICAP Global 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 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
MainStay Retirement 2010 Fund
MainStay Retirement 2020 Fund
MainStay Retirement 2030 Fund
MainStay Retirement 2040 Fund
MainStay Retirement 2050 Fund

 
 

 
 
 
Exhibit h 4
 
INDEMNIFICATION AGREEMENT

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”).

WHEREAS, the Trustee is a trustee of the Trust, and the Trust wishes the Trustee to continue to serve in that capacity; and

WHEREAS, the Declaration of Trust, dated as of April 8, 2009 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Declaration of Trust”), and Bylaws of the Trust and applicable laws permit the Trust to contractually obligate itself to indemnify the Trustee to the fullest extent permitted by law;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below.

1.   Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

(a)  “Board” means the Board of Trustees of the Trust.

(b)  “Change in Control” means during any period of two consecutive years (or less), a majority of the existing members of the Board of Trustees of the Trust at the commencement of that period cease, for any reason, to constitute at least a majority of the Board of Trustees.
 
(c)  “Disabling Conduct” shall be as defined in Section 2 below.

(d)  “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid or to be paid in settlement, ERISA excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, computerized legal research costs, telephone charges, postage, delivery service fees, and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,  investigating, or acting as a witness in a Proceeding.

(e)  “Final decision” or “final judgment” shall mean a final adjudication by court order or judgment of the court or other body before which a matter is pending.

(f)  “Independent counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (A) the Trust or the Trustee in any matter material to either, or (B) any other party to the Proceeding giving rise to a claim for indemnification or advancements hereunder.  Notwithstanding the foregoing, however, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Trust or the Trustee in an action to determine the Trustee’s rights pursuant to this Agreement, regardless of when the Trustee’s act or failure to act occurred.
 

  
(g)  “Independent Trustee” shall mean a trustee of the Trust who is neither an “interested person” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), nor a party to the Proceeding with respect to which indemnification or advances are sought.

(h)  The term “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, threat, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute resolution mechanism, investigation, hearing, or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative or investigative, whether formally or informally initiated, and shall also include any proceeding brought by the Trustee against the Trust if, but only if, the Trustee is the prevailing party in such proceeding against the Trust.

(i)  The Trustee’s “service to the Trust” shall include without limitation the Trustee’s service as a trustee, officer, employee, agent or representative of the Trust, and his or her service at the request of the Trust as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

2.   Indemnification .   The Trust shall indemnify and hold harmless the Trustee against any Expenses actually and reasonably incurred by the Trustee in any Proceeding arising out of or in connection with the Trustee’s service to the Trust, to the maximum extent permitted by the Delaware Statutory Trust Act, (the “Delaware Law”), the Investment Company Act, and the Declaration of Trust as now or hereafter in force, subject to the conditions set forth in subparagraphs (a) and (b) below:

(a)   Disabling Conduct .  The Trustee shall be indemnified pursuant to this Section 2 against any Expenses unless: (i) the Trustee incurred such Expenses by reason of the Trustee’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in Section 17(h) of the Investment Company Act; or (ii) the Trustee did not act in good faith in the reasonable belief that such Trustee’s actions were in or not opposed to the best interests of the Trust (the conduct described in the foregoing clauses (i) and (ii) shall hereinafter be referred to as “Disabling Conduct”).

(b)   Conditions to Indemnification.   The Trustee shall be indemnified pursuant to this Section 2 if either:

(1) the court or other body before which the Proceeding relating to the Trustee’s liability is brought shall have rendered a final decision on the merits, finding that the Trustee is not liable, is not liable by reason of Disabling Conduct, and/or is entitled to indemnification;

(2) the  Proceeding against the Trustee shall have been dismissed for insufficiency of evidence of any Disabling Conduct with which the Trustee has been charged; or
 
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(3) in the absence of such a final decision, dismissal or withdrawal, a determination shall have been made that the Trustee is not liable by reason of Disabling Conduct, based upon a review of the available facts, by either the vote of a majority of a quorum of Independent Trustees or by Independent Counsel in a written opinion.

3.   Advancement of Expenses .   The Trust shall promptly advance funds to the Trustee to cover any and all Expenses the Trustee incurs with respect to any Proceeding arising out of or in connection with the Trustee’s service to the Trust, to the fullest extent permitted by the Delaware Law, the Investment Company Act and the Declaration of Trust, as now or hereafter in force, subject to the provisions of subparagraphs (a) and (b) below.

(a)   Affirmation of Conduct and Undertaking.   A request by the Trustee for advancement of funds pursuant to this Section 3 shall be accompanied by the Trustee’s (i) written affirmation of his or her good faith belief that he or she met the standard of conduct necessary for indemnification, and (ii) (or on the Trustee’s behalf) written undertaking to repay such advancements upon the occurrence of any of the events barring indemnification set forth in subparagraphs 2(a) through (c)

(b)   Conditions to Advancement.   Funds shall be advanced to the Trustee pursuant to this Section 3 if (1) the Trust is insured against losses arising by reason of any such lawful advancements to the Trustee; (2) a determination is made by the vote of a majority of a quorum of Independent Trustees, or by Independent Counsel in a written opinion, based on a review of the readily available facts then known (as opposed to a full trial-type inquiry), that there is reason to believe that the Trustee ultimately will be found to be entitled to indemnification pursuant to Section 1, or (3) in the absence of insurance or such a determination by Independent Trustees or  Independent Counsel, such undertaking as required by Paragraph 3(a) above is secured by a surety bond or other appropriate security provided by the Trustee.  In any such determination by the Independent Trustees or Independent Counsel pursuant to subpart (2) of this subparagraph, the Trustee shall be afforded a rebuttable presumption that the Trustee did not engage in Disabling Conduct.

4.   Procedure for Determination of Entitlement to Indemnification and Advancements .   A request by the Trustee for indemnification or advancement of Expenses shall be made in writing, and shall be accompanied by such relevant documentation and information as is reasonably available to the Trustee.  The Secretary of the Trust shall promptly advise the Board of such request.

(a)   Methods of Determination.   Upon the Trustee’s request for indemnification or advancement of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made:  (i) if there has been no change of control, by a quorum of the Board consisting of Independent Trustees, or (if such a quorum is not obtainable or such Independent Trustees so direct) by Independent Counsel, or (ii) if there has been a change of control, by Independent Counsel; provided in any event that with regard to advancements no such determination shall be necessary if (x) the Trust shall have received written confirmation in reasonably acceptable form that the Trust is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all Expenses of the Trustee in a reasonably prompt manner, or (y) the Trustee has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by Paragraph 3(a) above).  The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination.  Any Expenses incurred by the Trustee in so cooperating shall be borne by the Trust, irrespective of the determination as to the Trustee’s entitlement to indemnification or advancement of Expenses.
 
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(b)   Independent Counsel.   If the determination of entitlement to indemnification or advancement of Expenses is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board, and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Independent Counsel selected.  The Trustee may, within five days after receipt of such written notice, deliver to the Trust a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirement of independence set forth in the definition of Independent Counsel in Section 1, and shall set forth with particularity the factual basis of such assertion.  Upon receipt of such objection, the Board shall select another Independent Counsel.

If within fourteen days after submission by the Trustee of a written request for indemnification or advancement of expenses no such Independent Counsel shall have been selected by the Board (whether or not an objection by the Trustee is the cause of the delay), then either the Trust or the Trustee may petition a court of competent jurisdiction in Delaware for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel.

The Trust shall pay all reasonable fees and Expenses charged or incurred by Independent Counsel in connection with his or her determinations pursuant to this Agreement, and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Independent Counsel was selected or appointed.

(c)   Failure to Make Timely Determination.   If the person or persons empowered or selected under subparagraphs (a) or (b) to determine whether the Trustee is entitled to indemnification or advancement of Expenses shall not have made such determination within thirty days after receipt by the Trust of the request therefore, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, or (ii) a prohibition of such indemnification or advancements under applicable law; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto.
 
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(d)   Payment Upon Determination of Entitlement.   If a determination is made pursuant to Sections 2, 3, and 4 (a) through (c) above that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten days after such determination (and, in the case of advancements of further Expenses, within ten days after submission of supporting information).

(e)   Arbitration Upon Determination of Non-Entitlement .  If a determination is made that the Trustee is not entitled to indemnification or advancement of Expenses pursuant to Sections 2 through 4(c) above, the Trustee shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancement by a single arbitrator appointed by the American Arbitration Association, New York City Office, in an arbitration conducted pursuant to that Association’s then-existing commercial arbitration rules.  The Trustee shall commence such arbitration seeking an adjudication within one year following the date on which receives the determination denying indemnification or advancement.  In any such proceeding, the Trustee and the Trust shall be bound by the determination of the arbitrator, subject to rights of appeal to a court of competent jurisdiction to review such an arbitration award and to vacate such an award only on one or more of the bases set forth in Sections 10 and 11 of the Federal Arbitration Act, 9 U.S.C. Sections 10 and 11.  The Trust shall advance the costs of such an arbitration to the American Arbitration Association but the arbitrator shall, as part of the award, make a final award of such costs (including arbitrator’s fees) to the prevailing party in the arbitration.

Section 5.   General Provisions.

(a)   No Indemnification if Otherwise Reimbursed .  The Trust shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Trustee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(b)   Continuation of Provisions .  This Agreement shall be binding upon and inure to the benefit of all successors of the Trust, including without limitation any transferee of all or substantially all assets of the Trust and any successor by merger, consolidation, or operation of law, and shall inure to the benefit of the Trustee’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives.  No amendment of the Declaration of Trust or Bylaws of the Trust shall limit or eliminate the right of the Trustee to indemnification and advancement of expenses set forth in this Agreement.  Moreover, unless contrary to applicable law, the procedures set forth in Paragraphs 3 through 5 of this Agreement shall be the exclusive means by which the parties’ rights and obligations with regard to indemnification and advancement of Expenses shall be determined, regardless of whether those rights and obligations arise by operation of law, Declaration of Trust or this Agreement.

(c)   Selection of Counsel .  The Trustee agrees to choose Counsel to represent him/her in any Proceeding for which indemnification is claimed in a manner designed to minimize Expenses, consistent with the goal of vigorously defending the Trustee.  In that regard, the Trustee shall seek joint representation by Counsel with other Trustee defendants in any such Proceeding to the extent such Trustees’ interests may be jointly represented by Counsel consistent with the applicable canons of ethics regarding conflicts of interest.  Moreover, where the Trust and the Trustee are both defendants in a Proceeding, the Trustee and Trust shall agree to be jointly represented by Counsel to the extent consistent with the applicable canons of ethics regarding conflicts of interest
 
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(d)   D&O Insurance .  For a period of six years after the Trustee has ceased to provide services to the Trust, the Trust shall purchase and maintain in effect one or more policies of insurance on behalf of the Trustee which collectively provide limits of coverage for claims made against the Trustee in the event of the insolvency of the Trust which are consistent with the limits of coverage available for that Trustee in such circumstances when he or she ended service as a Trustee, unless (1) such insurance is not reasonably available, or (2) (i) the limits of coverage which the Trustee had upon the termination of his service as a Trustee is in excess of that provided to any of the current Trustees and (ii) the current Board of Trustees provides the coverage to the Trustee at least equal to the highest limit available to those current Trustees.

(e)   Subrogation .  In the event of any payment by the Trust pursuant to this Agreement, the Trust shall be subrogated to the extent of such payment to all of the rights of recovery of the Trustee, who shall, upon reasonable written request by the Trust and at the Trust’s expense, execute all such documents and take all such reasonable actions as are necessary to enable the Trust to enforce such rights.  Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Trust or the Trustee to proceed or collect against any insurers and to give such insurers any rights against the Trust under or with respect to this Agreement, including without limitation any right to be subrogated to the Trustee’s rights hereunder, unless otherwise expressly agreed to by the Trust in writing, and the obligation of such insurers to the Trust and the Trustee shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.

(f)   Notice of Proceedings .  The Trustee shall promptly notify the Trust in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document commencing any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Trustee’s rights or the Trust’s obligations under this Agreement.  Thereafter, the Trustee, and/or his Counsel, shall work with the representative(s) of the Trust to keep the Trust informed of the status of the Proceeding and the positions taken by the parties to the Proceeding as the matter progresses.

(g)   Notices .  All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing, addressed to such party (and/or designated representative) at the address(es) specified on the signature page of this Agreement (or such other address as may have been furnished by such party by notice in accordance with this paragraph), and shall be deemed to have been duly given when delivered personally (with a written receipt signed by the addressee or his/her representative) or two days after being sent (1) by certified or registered mail, postage prepaid, return receipt requested, or (2) by nationally recognized overnight courier service.

(h)   Severability .  If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, in whole or in part, for any reason whatsoever, (1) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (2) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
 
-6-

 
(i)   Modification and Waiver .  This Agreement supersedes any existing or prior agreement between the Trust and the Trustee pertaining to the subject matter of indemnification, advancement of expenses and insurance and any such prior written or oral agreement shall be of no further force or effect.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives.  Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.

(j)   Headings .  The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

(k)   Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.

(l)   Applicable Law .  This Agreement shall be governed by and construed and enforce in accordance with the laws of the State of Delaware without reference to principles of conflict of laws of the State of Delaware.

(The remainder of this page has been left intentionally blank.  The signature page follows.)

 
-7-

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below.

Dated:  4/8, 2009

 
MainStay Funds Trust
 
a Delaware statutory trust
   
 
By:
/s/ Stephen P. Fisher
 
Name: Stephen P. Fisher
 
Title: President
   
 
Address for notices:
   
 
New York Life Investment Management LLC
 
169 Lackawanna Avenue
 

(The remainder of this page has been left intentionally blank.)

 

 

Exhibit h 5 a

NEW YORK LIFE INVESTMENT MANAGEMENT LLC
   
169 Lackawanna Avenue
Parsippany, NJ 07054
 
www.mainstayfunds.com
 
As of November 13, 2009
 
Board of Trustees
MainStay Funds Trust
51 Madison Avenue
New York, NY 10010

Re:   Expense Limitation

Dear Board of Trustees:

(1)         This letter will confirm New York Life Investment Management LLC’s (“New York Life Investments”) intent that, in the event the annualized ratio of total ordinary operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other fund in which the Funds invest) to average daily net assets of each class of shares (the “Class”) for each series of MainStay Funds Trust listed below (the “Funds”), calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds the percentage set forth below, New York Life Investments will waive a portion of a Fund’s management fees or reimburse the expenses of Class A and Class I of a Fund in the amount of such excess, consistent with the method set forth in Section (4) below.  An equivalent reduction, equal to the amount waived for Class A will also apply to Investor Class and Class C shares of the Funds.

Fund/Class
 
Expense Limit
 
       
MainStay Epoch U.S. Equity Fund
     
Class A
    1.34 %
Class I
    1.09 %
MainStay Epoch Global Choice Fund
       
Class A
    1.54 %
Class I
    1.29 %
MainStay Epoch Global Equity Yield Fund
       
Class A
    1.24 %
Class I
    0.99 %
MainStay Epoch International Small Cap Fund
       
Class A
    1.89 %
Class I
    1.65 %
 

 
New York Life Investments authorizes the Funds and their administrator to reduce our monthly management fees or reimburse the monthly expenses of the appropriate Class of a Fund to the extent necessary to effectuate the limitations stated in this Section (1), consistent with the method set forth in Section (4) below.  New York Life Investments authorizes the Funds and their administrator to request funds from us as necessary to implement the limitations stated in this Section (1).  New York Life Investments will pay to the Fund or Class any such amounts, consistent with the method set forth in Section (4) below, promptly after receipt of such request.

(2)         The expense caps set forth in this Agreement are effective for a two-year period from November 13, 2009 through November 12, 2011.

(3)         The foregoing expense limitations supersede any prior agreement regarding expense limitations.  Each expense limitation is a calculated on an annual, not monthly, basis, and is based on the fiscal years of the Funds.  Consequently, if the amount of expenses accrued during a month is less than an expense limitation, the following shall apply: (i) we shall be reimbursed by the respective Class(es) in an amount equal to such difference, consistent with the method set forth in Section (4) below, but not in an amount in excess of any deductions and/or payments previously made during the year; and (ii) to the extent reimbursements are not made pursuant to Sub-Section (3)(i), the Class(es) shall establish a credit to be used in reducing deductions and/or payments which would otherwise be made in subsequent months of the year. We shall be entitled to recoupment from a Fund or Class of any fee waivers or expense reimbursements pursuant to this arrangement consistent with the method set forth in Section (4) below, if such action does not cause the Fund or Class to exceed existing expense limitations, and the recoupment is made within the year in which we incurred the expense.

(4)         Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes of shares of the Fund in accordance with the terms of the Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “18f-3 Plan”).  To this end, the benefit of any waiver or reimbursement of any management fee and any other “Fund Expense,” as such term is defined in the 18f-3 Plan, shall be allocated to all shares of the Fund based on net asset value, regardless of Class.

This Agreement shall in all cases be interpreted in a manner consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that a Fund is deemed to have paid a preferential dividend.  In the event of any conflict between any other term of this Agreement and this Section (4), this Section (4) shall control.

*        *        *

 

 

This Agreement shall be effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:
/s/ Stephen P. Fisher
 

Name: Stephen P. Fisher
Title:  Senior Managing Director

 
   
 
MAINSTAY FUNDS TRUST
   
 
By:
/s/ Jack R. Benintende
   
 
 
Title: Treasurer

 
 

 

Exhibit h 5 b
 
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
 
169 Lackawanna Avenue
Parsippany, NJ 07054
 
www.mainstayfunds.com
EXPENSE LIMITATION AGREEMENT
 
 
As of February 26, 2010

Board of Trustees
MainStay Funds Trust
51 Madison Avenue
New York, NY 10010

Re:    Expense Limitation

Dear Board of Trustees:

(1)           This letter will confirm New York Life Investment Management LLC’s (“New York Life Investments”) intent that, in the event the annualized ratio of total ordinary operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other fund in which the Funds invest) to average daily net assets of each class of shares (the “Class”) for the series of MainStay Funds Trust listed below (the “Fund”), calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds the percentage set forth below, New York Life Investments will waive a portion of the Fund’s management fees or reimburse the expenses of the appropriate Class of the Fund in the amount of such excess, consistent with the method set forth in Section (4) below.  With respect to the MainStay S&P 500 Index Fund and MainStay Short Term Bond Fund, an equivalent reduction to that of Class A will apply to those Funds’ other share classes.

FUND/CLASS
 
EXPENSE LIMIT
 
MainStay Cash Reserves Fund
     
Class I
    0.50 %
Sweep Class
    1.00 %
MainStay Conservative Allocation Fund
       
Investor Class
    0.50 %
Class A
    0.50 %
Class B
    1.25 %
Class C
    1.25 %
Class I
    0.25 %
 

 
FUND/CLASS
 
EXPENSE LIMIT
 
MainStay Epoch U.S. All Cap Fund
       
Investor Class
    1.85 %
Class A
    2.60 %
Class C
    2.60 %
Class I
    1.00 %
MainStay Growth Allocation Fund
       
Class A
    0.50 %
Class B
    1.25 %
Class C
    1.25 %
Class I
    0.25 %
Investor Class
    0.50 %
MainStay ICAP Equity Fund
       
Class I
    0.90 %
MainStay ICAP Global Fund
       
Investor Class
    1.20 %
Class A
    1.15 %
Class C
    1.95 %
Class I
    0.90 %
MainStay ICAP International Fund
       
Class A
    1.30 %
Class I
    0.95 %
MainStay ICAP Select Equity Fund
       
Class A
    1.18 %
Class I
    0.90 %
MainStay Indexed Bond Fund
       
Class A
    0.82 %
Class I
    0.43 %
Investor Class
    0.92 %
MainStay Intermediate Term Bond Fund
       
Class I
    0.60 %
MainStay Moderate Allocation Fund
       
Class A
    0.50 %
Class B
    1.25 %
Class C
    1.25 %
Class I
    0.25 %
Investor Class
    0.50 %
MainStay Moderate Growth
       
Allocation Fund
       
Class A
    0.50 %
Class B
    1.25 %
Class C
    1.25 %
Class I
    0.25 %
Investor Class
    0.50 %
 
2

 
FUND/CLASS
 
EXPENSE LIMIT
 
MainStay Retirement 2010 Fund
       
Investor Class
    0.475 %
Class A
    0.375 %
Class I
    0.125 %
Class R1
    0.225 %
Class R2
    0.475 %
Class R3
    0.725 %
MainStay Retirement 2020 Fund
       
Investor Class
    0.475 %
Class A
    0.375 %
Class I
    0.125 %
Class R1
    0.225 %
Class R2
    0.475 %
Class R3
    0.725 %
MainStay Retirement 2030 Fund
       
Investor Class
    0.475 %
Class A
    0.375 %
Class I
    0.125 %
Class R1
    0.225 %
Class R2
    0.475 %
Class R3
    0.725 %
MainStay Retirement 2040 Fund
       
Investor Class
    0.475 %
Class A
    0.375 %
Class I
    0.125 %
Class R1
    0.225 %
Class R2
    0.475 %
Class R3
    0.725 %
MainStay Retirement 2050 Fund
       
Investor Class
    0.475 %
Class A
    0.375 %
Class I
    0.125 %
Class R1
    0.225 %
Class R2
    0.475 %
Class R3
    0.725 %
MainStay S&P 500 Index Fund
       
Class A
    0.60 %
MainStay Short Term Bond Fund
       
Class A
    0.93 %

New York Life Investments authorizes the Funds and their administrator to reduce the monthly expenses of the appropriate Class of a Fund or reduce its monthly management fees to the extent necessary to effectuate the limitations stated in this Section (1), consistent with the method set forth in Section (4) below.  New York Life Investments authorizes the Fund and its administrator to request funds from us as necessary to implement the limitations stated in this Section (1).  New York Life Investments will pay to the Fund or Class any such amounts, consistent with the method set forth in Section (4) below, promptly after receipt of such request.
 
3

 
(2)         The expense caps set forth in this Agreement are effective from February 26, 2010 through February 28, 2011.

(3)         The foregoing expense limitations supersede any prior agreement regarding expense limitations with respect to the specific Funds and Classes herein.  Each expense limitation is a calculated on an annual, not monthly, basis, and is based on the fiscal year of the respective Fund.  Consequently, if the amount of expenses accrued by a Fund during a month is less than the Fund’s expense limitation, the following shall apply: (i) New York Life Investments shall be reimbursed by the respective Class(es) of the Fund in an amount equal to such difference, consistent with the method set forth in Section (4) below, but not in an amount in excess of any deductions and/or payments previously made during the year; and (ii) to the extent reimbursements are not made pursuant to Sub-Section (3)(i), the Class(es) shall establish a credit to be used in reducing deductions and/or payments which would otherwise be made in subsequent months of the fiscal year of the relevant Fund.  During the term of this Agreement, New York Life Investments may reclaim the amount of management fee waivers or expense reimbursements from a Fund or Class pursuant to this arrangement consistent with the method set forth in Section (4) below, if it does not cause the Fund or Class to exceed existing expense limitations and such action is taken during the fiscal year of the Fund in which New York Life Investments incurred the expense.

(4)         Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes of shares of a Fund in accordance with the terms of that Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “18f-3 Plan”).  To this end, the benefit of any waiver or reimbursement of any management fee and any other “Fund Expense,” as such term is defined in the 18f-3 Plan, shall be allocated to all shares of the Fund based on net asset value, regardless of Class.

 This Agreement shall in all cases be interpreted in a manner consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that a Fund is deemed to have paid a preferential dividend.  In the event of any conflict between any other term of this Agreement and this Section (4), this Section (4) shall control.

*        *        *

 
4

 

This Agreement shall be effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By :
/s/ Stephen P. Fisher

Name: Stephen P. Fisher
Title:  Senior Managing Director

ACKNOWLEDGED:
 
MAINSTAY FUNDS TRUST
 
By:
/s/ Jack R. Benintende
 
Title: Treasurer

 
5

 

Exhibit h 5 c

MAINSTAY FUNDS TRUST

NOTICE OF FEE WAIVER

THIS NOTICE OF FEE WAIVER is provided as of the 26th day of February, 2010, to MainStay Funds Trust , a Delaware statutory Trust (the "Trust"), on behalf of its series listed on Schedule A (the "Funds"), by New York Life Investment Management LLC, a Delaware limited liability company (the "Manager").

WHEREAS , the Manager has entered into an Amended and Restated Management Agreement with the Trust (the "Management Agreement"), pursuant to which the Manager is compensated based on the average net assets of the Funds and such compensation is paid by the Funds ("Management Fees");

WHEREAS , the Manager believes that it is appropriate and in the best interests of the Manager, the Funds, and the Funds' shareholders to reduce the Management Fees of the Funds; and

WHEREAS , the Manager understands and intends that the Funds will rely on this Notice in preparing amendments to a registration statement on Form N-1A and in accruing the Funds' expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Funds to do so;

NOW, THEREFORE , the Manager hereby provides notice as follows:

1. Fee Waivers by the Manager. The Manager agrees, effective at the close of business on February 26, 2010, to waive a portion of its Management Fees as set forth on Schedule A.

2. Duration and Termination. The Manager's undertaking to waive fees may be modified or terminated only with the approval of the Board of Trustees; provided, however, no such modification will be made in a manner inconsistent with the terms of the current prospectus.

3. Other Agreements. This Notice supersedes any prior Notice of Fee Waiver related to the Management Agreement.

IN WITNESS WHEREOF, the Manager has signed this Notice as of the date first written above.
 
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
 
By:
/s/ Stephen P. Fisher
Name: Stephen P. Fisher
Title: Senior Managing Director

 
 

 
 
Exhibit h 5 c
 
SCHEDULE A
(As of close of business on February 26, 2010)
Management Fee Waivers

The Manager has agreed to fee waivers such that the management fees for the Funds listed below shall be:

FUND/CLASS
 
FEE
WAIVER
 
MANAGEMENT FEE AFTER
WAIVER
MainStay Retirement 2010 Fund
 
0.10%
 
0.00%
MainStay Retirement 2020 Fund
 
0.10%
 
0.00%
MainStay Retirement 2030 Fund
 
0.10%
 
0.00%
MainStay Retirement 2040 Fund
 
0.10%
 
0.00%
MainStay Retirement 2050 Fund
 
0.10%
 
0.00%
MainStay Intermediate Term Bond Fund
 
0.10%
 
0.50% on assets between $500 million and $1 billion; and
 
0.075%
 
0.050% on assets between $500 million and $10.475% $1 billion; and
 
0.075%
 
0.475% on assets in excess of $1 billion

 
 

 

Exhibit h 5 d

NEW YORK LIFE INVESTMENT MANAGEMENT LLC
 
169 Lackawanna Avenue
Parsippany, NJ 07054
 
www.mainstayfunds.com
EXPENSE LIMITATION AGREEMENT
 

As of March 30, 2010

Board of Trustees
MainStay Funds Trust
51 Madison Avenue
New York, NY 10010

Re:    Expense Limitation

Dear Board of Trustees:

(1)           This letter will confirm New York Life Investment Management LLC’s (“New York Life Investments”) intent that, in the event the annualized ratio of total ordinary operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other fund in which the Funds invest) to average daily net assets of each class of shares (the “Class”) for the series of MainStay Funds Trust listed below (the “Fund”), calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds the percentage set forth below, New York Life Investments will waive a portion of the Fund’s management fees or reimburse the expenses of Class A of the Fund in the amount of such excess, consistent with the method set forth in Section (4) below.  An equivalent reduction, equal to the amount waived for Class A will also apply to other share classes of the Fund.

Fund/Class
 
Expense Limit
 
       
MainStay High Yield Municipal Bond Fund - Class A
    0.85 %

New York Life Investments authorizes the Funds and their administrator to reduce the monthly expenses of the appropriate Class of a Fund or reduce its monthly management fees to the extent necessary to effectuate the limitations stated in this Section (1), consistent with the method set forth in Section (4) below.  New York Life Investments authorizes the Fund and its administrator to request funds from us as necessary to implement the limitations stated in this Section (1).  New York Life Investments will pay to the Fund or Class any such amounts, consistent with the method set forth in Section (4) below, promptly after receipt of such request.

(2)         The expense caps set forth in this Agreement are effective from March 30, 2010 through March 31, 2011.
 
 

 
 
(3)           The foregoing expense limitations supersede any prior agreement regarding expense limitations.  Each expense limitation is a calculated on an annual, not monthly, basis, and is based on the fiscal years of the Funds.  Consequently, if the amount of expenses accrued during a month is less than an expense limitation, the following shall apply: (i) s New York Life Investments shall be reimbursed by the respective Class(es) in an amount equal to such difference, consistent with the method set forth in Section (4) below, but not in an amount in excess of any deductions and/or payments previously made during the year; and (ii) to the extent reimbursements are not made pursuant to Sub-Section (3)(i), the Class(es) shall establish a credit to be used in reducing deductions and/or payments which would otherwise be made in subsequent months of the year.  New York Life Investments may reclaim the amount of management fee waivers or expense reimbursements from the Fund or Class pursuant to this arrangement consistent with the method set forth in Section (4) below, if it does not cause the Fund or Class to exceed existing expense limitations and such action is taken during the fiscal year in which New York Life Investments incurred the expense.

(4)         Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes of shares of the Fund in accordance with the terms of the Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “18f-3 Plan”).  To this end, the benefit of any waiver or reimbursement of any management fee and any other “Fund Expense,” as such term is defined in the 18f-3 Plan, shall be allocated to all shares of the Fund based on net asset value, regardless of Class.

This Agreement shall in all cases be interpreted in a manner consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that a Fund is deemed to have paid a preferential dividend.  In the event of any conflict between any other term of this Agreement and this Section (4), this Section (4) shall control.

This Agreement shall be effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
Senior Managing Director

ACKNOWLEDGED:
 
MAINSTAY FUNDS TRUST
 
By:
/ s/ Jack R. Benintende
Name:
Jack R. Benintende
Title:
Treasurer

 
2

 
 
Exhibit h 5 e
 
NEW YORK LIFE INVESTMENT MANAGEMENT
  
As of April 1, 2010

Board of Trustees
MainStay Funds Trust
51 Madison Avenue
New York, NY 10010

Re:   Notice of Voluntary Expense Limitation

MainStay ICAP International Fund (a series of MainStay Funds Trust) - Class R1
MainStay ICAP Equity (a series of MainStay Funds Trust) - Class R1

Dear Board of Trustees:

(1)           This letter will confirm New York Life Investment Management LLC’s (“New York Life Investments”) intent that in the event the annualized ratio of total ordinary fund operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other fund in which the Funds invest) to average daily net assets of Classes of the Funds listed in the chart below, calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds the percentage limitation set forth below, New York Life Investments will voluntarily assume a portion of the Fund’s operating expenses in the amount of such excess:
 
Fund/Class
 
Voluntary Expense Limitation
 
MainStay ICAP International Fund - Class R1
    1.05 %
MainStay ICAP Equity Fund - Class R1
    0.99 %

To the extent that class-specific expenses assumed by New York Life Investments are insufficient to effectuate the expense limitations stated in this Section (1), New York Life Investments will reimburse Fund-level expenses, and such reimbursement of Fund-level expenses shall apply to all share classes of the Fund.  New York Life Investments authorizes the Fund and the administrator to reimburse the monthly expenses of the appropriate Classes of the Fund, or reduce its monthly management fees, to the extent necessary to effectuate the limitations stated in this Section (1), consistent with the method set forth in Section (4) below.  New York Life Investments authorizes the Fund and its administrator to request funds from it as necessary to implement the limitations stated in this Section (1).  New York Life Investments will pay to the Fund or Classes any such amounts, consistent with the method set forth in Section (4) below, promptly after receipt of such request.

(2)           These voluntary expense limitations may be terminated by us at any time.
 
 
 

 
 
(3)           The foregoing voluntary expense limitations supersede any prior voluntary expense limitations.  If the amount of expenses accrued during a month is less than a voluntary expense limitation, the following shall apply: (i) the voluntary expense support shall not be paid; or (ii) if the voluntary expense support has been paid, New York Life Investments shall be reimbursed by the respective Fund(s) or Class(es) in an amount equal to such difference, consistent with the method set forth in Section (4) below, but not in an amount in excess of any deductions and/or payments previously made during the Fund’s fiscal year; and (iii) to the extent reimbursements are not made pursuant to Sub-Section 3(ii), the Fund(s) and/or Classes shall establish a credit to be used in reducing deductions and/or payments which would otherwise be made in subsequent months of the year.
 
(4)           Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes of shares of the Fund in accordance with the terms of the Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “18f-3 Plan”).  To this end, the benefit of any waiver or reimbursement of any management fee and any other “Fund Expense,” as such term is defined in the 18f-3 Plan, shall be allocated to all shares of the Funds based on net asset value, regardless of Class.
 
This Notice of Voluntary Expense Limitation shall in all cases be interpreted in a manner consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that a Fund is deemed to have paid a preferential dividend.  In the event of any conflict between any other term of this Notice of Voluntary Expense Limitation and this Section (4), this Section (4) shall control.
 
*           *           *
 
NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Name:  Stephen P. Fisher
Title:   Senior Managing Director

 
 

 
 
 
  Exhibit h 5 f  
   
169 Lackawanna Avenue
Parsippany, NJ 07054
   
 
www.mainstayfunds.com  
   
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
 
 
As of February 26, 2010, as Amended August 1, 2010

Board of Trustees
MainStay Funds Trust
51 Madison Avenue
New York, NY 10010

Re: Expense Limitation Agreement

Dear Board of Trustees:

(1)   This letter will confirm New York Life Investment Management LLC’s (“New York Life Investments”) intent that in the event the annualized ratio of total ordinary fund operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and the fees and expenses of any other funds in which the Funds invest) to average daily net assets of the Class A shares of each series of MainStay Funds Trust listed below (each a “Fund” and collectively, the “Funds”), calculated daily in accordance with generally accepted accounting principles consistently applied, exceeds the percentages set forth below, New York Life Investments will assume a portion of the applicable Fund’s operating expenses in the amount of such excess. An equivalent reduction will apply to the other Classes of the Fund.
 
FUNDS
 
EXPENSE LIMIT
 
MainStay 130/30 Core Fund
    1.50 %
         
MainStay 130/30 Growth Fund
    1.50 %
         
MainStay 130/30 International Fund
    1.60 %

New York Life Investments authorizes the Funds and the administrator to reduce our monthly management fees or reimburse the monthly expenses of the appropriate Classes of a Fund to the extent necessary to effectuate the limitations stated in this Section (1), consistent with the method set forth in Section (4) below. New York Life Investments authorizes the Funds and their administrator to request funds from us as necessary to implement the limitations stated in this Section (1). New York Life Investments will pay to the Fund or Classes any such amounts, consistent with the method set forth in Section (4) below, promptly after receipt of such request.

 
 

 
 
(2)   The expense caps set forth in this Agreement are effective from February 26, 2010 through February 28, 2011.
 
(3)   The foregoing expense limitations supersede any prior agreement regarding expense limitations with respect to the specific Fund and Classes herein. Each expense limitation is an annual, not monthly, expense limitation, and is based on the fiscal year of the respective Fund. Consequently, if the amount of expenses accrued by a Fund during a month is less than the Fund’s expense limitation, the following shall apply: (i) New York Life Investments shall be reimbursed by the respective Class(es) of the Fund in an amount equal to such difference, consistent with the method set forth in Section (4) below, but not in an amount in excess of any deductions and/or payments previously made during the year; and (ii) to the extent reimbursements are not made pursuant to Sub-Section 3(i), the Fund and/or Class(es) shall establish a credit to be used in reducing deductions and/or payments which would otherwise be made in subsequent months of the fiscal year of the relevant Fund. During the term of this Agreement, New York Life Investments may recoup the amount of management fee waivers or expense reimbursements from a Fund or Class pursuant to this arrangement consistent with the method set forth in Section (4) below, if such action does not cause the Fund or Class to exceed existing expense limitations, and such action is taken during the fiscal year of the Fund in which New York Life Investments incurred the expense.
 
(4)   Any amount of fees or expenses waived, paid or reimbursed pursuant to the terms of this Agreement shall be allocated among the Classes of shares of a Fund in accordance with the terms of that Fund’s multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “18f-3 Plan”). To this end, the benefit of any waiver or reimbursement of any management fee and any other “Fund Expense,” as such term is defined in the 18f-3 Plan, shall be allocated to all shares of the Fund based on net asset value, regardless of Class.
 
This Agreement shall in all cases be interpreted in a manner consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that a Fund is deemed to have paid a preferential dividend. In the event of any conflict between any other term of this Agreement and this Section (4), this Section (4) shall control.

*           *           *

 
 

 

NEW YORK LIFE INVESTMENT MANAGEMENT LLC
 
By:
/s/ Stephen P. Fisher
Name: Stephen P. Fisher
Title: Senior Managing Director

ACKNOWLEDGED:
 
MAINSTAY FUNDS TRUST
 
By:
/s/ Jack R. Benintende
Name: Jack R. Benintende
Title: Treasurer
 
 
 

 
Exhibit j 1


Consent of Independent Registered Public Accounting Firm


The Board of Trustees of The MainStay Funds, MainStay Funds Trust and Eclipse Funds and the Board of Directors of Eclipse Funds, Inc:


We consent to the use of our reports dated December 23, 2010, with respect to the financial statements of The MainStay Funds comprising MainStay Common Stock Fund, MainStay Convertible Fund, MainStay Flexible Bond Opportunities Fund (formerly MainStay Diversified Income 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 and MainStay Tax Free Bond Fund; MainStay Funds Trust comprising MainStay 130/30 Core Fund, MainStay 130/30 Growth Fund, MainStay 130/30 International Fund, MainStay Cash Reserves Fund, MainStay Conservative Allocation Fund, MainStay Epoch Global Choice Fund , MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Small Cap Fund, MainStay Epoch U.S. All Cap Fund, MainStay Epoch U.S. Equity 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 S&P 500 Index Fund, MainStay Short Term Bond Fund, MainStay Retirement 2010 Fund, MainStay Retirement 2020 Fund, MainStay Retirement 2030 Fund, MainStay Retirement 2040 Fund, and MainStay Retirement 2050 Fund; Eclipse Funds comprising MainStay Balanced Fund and MainStay U.S. Small Cap Fund; and Eclipse Funds Inc. comprising MainStay High Yield Opportunities Fund (collectively the “Funds”), as of and for the year ended October 31, 2010, incorp orated herein by reference, and to the references to our firm under the heading "Financial Highlights" in the Prospectuses and in the introduction to and under the headings “Disclosure of Portfolio Holdings” and "Independent Registered Public Accounting Firm" in the Statement of Additional Information in this Registration Statement.



/s/ KPMG LLP

Philadelphia, Pennsylvania
February 23, 2011

 
 

 
 
 

 

Exhibit m 1

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR INVESTOR CLASS SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Investor Class shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Investor Class shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Investor Class shares of the Fund, and services to the Investor Class shareholders of the Fund, at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Investor Class shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Investor Class shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Investor Class shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Investor Class shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.  Provided, however, that such amounts to be paid to NYLIFE Distributors may be paid to it as compensation for “service activities” (as defined below) rendered to Investor Class shareholders of the Fund.  Such fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.

 
 

 

For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Investor Class shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Investor Class shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
3.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
4.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 3.
 
5.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
6.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
7.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Investor Class shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.

 
 

 

8.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
9.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 5 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
10.         The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the 10 th day of November, 2009.
 
MAINSTAY FUNDS TRUST
   
By:
/s/ Jack R. Benintende
Name:
Jack R. Benintende
Title:
Treasurer
   
NYLIFE DISTRIBUTORS LLC
   
By:
/s/ Stephen P. Fisher
Name: 
Stephen P. Fisher
Title:
President and Chief Executive
Officer
 
 
 

 

SCHEDULE A
 
(as of November 10, 2009)
 
FUND
 
DISTRIBUTION FEE
 
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U.S. Equity Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %
 
 
 

 
 
Exhibit m 2
 
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS A SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class A shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class A shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.             Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class A shares of the Fund, and services to shareholders of the Class A shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class A shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.             The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class A shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class A shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class A shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.  Provided, however, that such amounts to be paid to NYLIFE Distributors may be paid to it as compensation for “service activities” (as defined below) rendered to Class A shareholders of the Fund.  Such fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.

 
 

 

For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class A shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class A shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its “service activities,” including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
3.             This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
4.             The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 3.
 
5.             NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
6.             This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
7.             This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class A shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.

 
2

 

8.             While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
9.             The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 5 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
10.           The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the 10 th day of November, 2009.
 
MAINSTAY FUNDS TRUST
   
By:
/s/ Jack R. Benintende
Name:
Jack R. Benintende
Title:
Treasurer
   
NYLIFE DISTRIBUTORS LLC
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President and Chief Executive Officer
 
 
3

 

SCHEDULE A
 
(as of November 10, 2009)
 
FUND
 
DISTRIBUTION FEE
 
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U.S. Equity Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %
 
 

 

Exhibit m 3

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS B SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class B shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class B shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class B shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class B shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class B shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class B shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class B shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.

 
 

 

3.             Each Fund will pay to NYLIFE Distributors, in addition to the distribution fee, a service fee at the rate of 0.25% on an annualized basis of the average daily net assets of the Class B shares of the Fund (the “Service Fee”) as compensation for “service activities” (as defined below) rendered to shareholders of the Fund.  Such Service Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.
 
  For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class B shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class B shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
4.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
5.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
 
6.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
7.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
8.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class B shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 5 hereof.

 
2

 

9.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
10.         The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
11.         The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the 10 th day of November, 2009.
 
MAINSTAY FUNDS TRUST
   
By:
/s/ Jack R. Benintende
Name:
Jack R. Benintende
Title:
Treasurer
   
NYLIFE DISTRIBUTORS LLC
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President and Chief Executive Officer
 
 
3

 

SCHEDULE A
 
(as of November 10, 2009)
 
FUND
 
DISTRIBUTION FEE
 
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U.S. Equity Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %

 
 

 

Exhibit m 4
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS C SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class C shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class C shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class C shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class C shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class C shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class C shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class C shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.

 
 

 

3.             Each Fund will pay to NYLIFE Distributors, in addition to the distribution fee, a service fee at the rate of 0.25% on an annualized basis of the average daily net assets of the Class C shares of the Fund (the “Service Fee”) as compensation for “service activities” (as defined below) rendered to shareholders of the Fund.  Such Service Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.
 
For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class C shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class C shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
4.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
5.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
 
6.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
7.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
8.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class C shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 5 hereof.

 
2

 

9.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
10.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
11.           The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the 10 th day of November, 2009.
 
MAINSTAY FUNDS TRUST
   
By:
/s/ Jack R. Benintende
Name:
Jack R. Benintende
Title:
Treasurer
   
NYLIFE DISTRIBUTORS LLC
   
By:
/s/ Stephen P. Fisher
Name:
Stephen P. Fisher
Title:
President and Chief Executive Officer
 
 
3

 

SCHEDULE A
 
(as of November 10, 2009)
 
FUND
 
DISTRIBUTION FEE
 
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U.S. Equity Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
   
 
 

 

Exhibit m 5

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS R2 SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class R2 shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class R2 shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class R2 shares of the Fund and services to shareholders of the Class R2 shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class R2 shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class R2 shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class R2 shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class R2 shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.  Provided, however, that such amounts to be paid to NYLIFE Distributors may be paid to it as compensation for “service activities” (as defined below) rendered to Class R2 shareholders of the Fund.  Such fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.

 
 

 
 
For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class R2 shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class R2 shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its “service activities,” including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
3.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
4.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 3.
 
5.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
6.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
7.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class R2 shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 4 hereof.

 
2

 
 
8.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
9.           The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 5 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
10.         The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan; and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the respective Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the 10 th day of November 2009.
 
 
MAINSTAY FUNDS TRUST
   
 
By:
/s/ Jack R. Benintende
 
 
Name: Jack R. Benintende
 
Title:   Treasurer
   
 
NYLIFE DISTRIBUTORS LLC
   
 
By:
  /s/ Stephen P. Fisher
 
 
Name: Stephen P. Fisher
 
Title:   President

 
3

 

SCHEDULE A
 
(as of November 10, 2009)
 
FUND
 
DISTRIBUTION FEE
 
MainStay Epoch Global Choice Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U.S. Equity Fund
    0.25 %
MainStay Epoch  Global Choice Fund
    0.25 %

 
 

 

Exhibit m 6

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
 
FOR CLASS R3 SHARES
 
OF MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”) engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
 
WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series (individually, a “Fund,” and collectively, the “Funds”) as set forth in Schedule A, as amended from time to time;
 
WHEREAS , the Board of Trustees of the Trust (“Board”) has determined that there is a reasonable likelihood that the adoption of the Plan of Distribution (the “Plan”) will benefit the Trust, each Fund and its respective shareholders;
 
WHEREAS , the Trust employs NYLIFE Distributors LLC (“NYLIFE Distributors”) as distributor of the securities of which it is the issuer, including Class R3 shares of each Fund; and
 
WHEREAS , the Trust and NYLIFE Distributors have entered into a Distribution Agreement, pursuant to which the Trust employs NYLIFE Distributors in such capacity during the continuous offering of Class R3 shares of the Trust.
 
NOW, THEREFORE , the Trust hereby adopts on behalf of each Fund, and NYLIFE Distributors hereby agrees to the terms of, the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:
 
1.           Each Fund shall pay to NYLIFE Distributors, as the distributor of securities of which the Fund is the issuer, a fee for distribution of the Class R3 shares of the Fund at an annual rate as set forth opposite each Fund’s name on Schedule A of each Fund’s average daily net assets attributable to the Fund’s Class R3 shares.  Such fee shall be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine, subject to any applicable restriction imposed by rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  If this Plan is terminated with respect to a Fund, such Fund will owe no payments to NYLIFE Distributors other than any portion of the distribution fee accrued through the effective date of termination but then unpaid.
 
2.           The amount set forth in paragraph 1 of this Plan shall be paid for NYLIFE Distributors’ services as distributor of the Class R3 shares of each Fund in connection with any activities or expenses primarily intended to result in the sale of Class R3 shares of the Fund, including, but not limited to: compensation to registered representatives or other employees of NYLIFE Distributors and its affiliates, including NYLIFE Securities Inc.,   and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Fund’s Class R3 shares; telephone expenses; interest expenses; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; administrative services and expenses; and profit on the foregoing.

 
 

 
 
3.             Each Fund will pay to NYLIFE Distributors, in addition to the distribution fee, a service fee at the rate of 0.25% on an annualized basis of the average daily net assets of the Class R3 shares of the Fund (the “Service Fee”) as compensation for “service activities” (as defined below) rendered to shareholders of the Fund.  Such Service Fee shall be calculated daily and paid monthly or at such other intervals as the Board shall determine.
 
For purposes of the Plan, “service activities” shall mean activities in connection with the provision of personal, continuing services to investors in a Fund, excluding transfer agent and subtransfer agent services for beneficial owners of Fund Class R3 shares, aggregating and processing purchase and redemption orders, providing beneficial owners with share account statements, processing dividend payments, providing subaccounting services for Class R3 shares held beneficially, forwarding shareholder communications to beneficial owners and receiving, tabulating and transmitting proxies executed by beneficial owners; provided, however, that if FINRA adopts a definition of “service activities” for purposes of Conduct Rule 2830 that differs from the definition of “service activities” hereunder, or if FINRA adopts a related definition intended to define the same concept, the definition of “service activities” in this Paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. Overhead and other expenses of NYLIFE Distributors related to its "service activities," including telephone and other communications expenses, may be included in the amounts expended for such activities.
 
4.           This Plan shall not take effect until it, together with any related agreements, has been approved by votes of a majority of both (a) the Board and (b) those Trustees of the Trust who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-l Trustees”), cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements.
 
5.           The Plan of Distribution shall continue in full force and effect as to a Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in paragraph 4.
 
6.           NYLIFE Distributors shall provide to the Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
 
7.           This Plan may be terminated as to a Fund at any time, without payment of any penalty, by vote of a majority of the Rule 12b-l Trustees, or by a vote of a majority of the outstanding voting securities of the Fund on not more than 30 days’ written notice to any other party to the Plan.
 
8.           This Plan may not be amended to increase materially the amount of compensation provided for herein unless such amendment is approved by at least a majority of the outstanding voting securities (as defined in the Act) of the Class R3 shares of such Fund, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 5 hereof.

 
2

 

9.           While this Plan is in effect, the Trust shall comply at all times with the fund governance rules set forth in Rule 0-1(a)(7) under the Act that are in effect .
 
10.         The Trust shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof, for a period of not less than six years from the date of this Plan, any such agreement or any such report, as the case may be, the first two years in an easily accessible place.
 
11.         The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or the Fund under this Plan, and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the Fund in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of each Fund, and NYLIFE Distributors have executed this Plan of Distribution as of the 10 th day of November 2009.
 
 
MAINSTAY FUNDS TRUST
   
 
By:
  /s/ Jack R. Benintende
 
 
Name: Jack R. Benintende
 
Title:   Treasurer
   
 
NYLIFE DISTRIBUTORS LLC
   
 
By:
  /s/ Stephen P. Fisher
 
 
Name: Stephen P. Fisher
 
Title:   President and Chief Executive
            Officer

 
3

 

SCHEDULE A
 
(as of November 10, 2009)
 
FUND
 
DISTRIBUTION FEE
 
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U.S. Equity Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %

 
 

 

Exhibit m 7

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR INVESTOR CLASS SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)
 
FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.25 %
MainStay Conservative Allocation Fund
    0.25 %
MainStay Epoch U.S. All Cap Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U. S. Equity Fund
    0.25 %
MainStay Floating Rate Fund
    0.25 %
MainStay Growth Allocation Fund
    0.25 %
MainStay Growth Equity Fund
    0.25 %
MainStay High Yield Opportunities Fund
    0.25 %
MainStay ICAP Equity Fund
    0.25 %
MainStay ICAP International Fund
    0.25 %
MainStay ICAP Global Fund
    0.25 %
MainStay ICAP Select Equity Fund
    0.25 %
MainStay Indexed Bond Fund
    0.25 %
MainStay Intermediate Term Bond Fund
    0.25 %
MainStay Moderate Allocation Fund
    0.25 %
MainStay Moderate Growth Allocation Fund
    0.25 %
MainStay S&P 500 Index Fund
    0.25 %
MainStay Short Term Bond Fund
    0.25 %
MainStay 130/30 Core Fund
    0.25 %
MainStay 130/30 Growth Fund
    0.25 %
MainStay 130/30 International Fund
    0.25 %
MainStay Retirement 2010 Fund
    0.25 %
MainStay Retirement 2020 Fund
    0.25 %
MainStay Retirement 2030 Fund
    0.25 %
MainStay Retirement 2040 Fund
    0.25 %
MainStay Retirement 2050 Fund
    0.25 %

 
 

 

Exhibit m 7

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS A SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)
 
FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.25 %
MainStay Conservative Allocation Fund
    0.25 %
MainStay Epoch U.S. All Cap Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U. S. Equity Fund
    0.25 %
MainStay Floating Rate Fund
    0.25 %
MainStay Growth Allocation Fund
    0.25 %
MainStay Growth Equity Fund
    0.25 %
MainStay High Yield Opportunities Fund
    0.25 %
MainStay ICAP Equity Fund
    0.25 %
MainStay ICAP International Fund
    0.25 %
MainStay ICAP Global Fund
    0.25 %
MainStay ICAP Select Equity Fund
    0.25 %
MainStay Indexed Bond Fund
    0.25 %
MainStay Intermediate Term Bond Fund
    0.25 %
MainStay Moderate Allocation Fund
    0.25 %
MainStay Moderate Growth Allocation Fund
    0.25 %
MainStay S&P 500 Index Fund
    0.25 %
MainStay Short Term Bond Fund
    0.25 %
MainStay 130/30 Core Fund
    0.25 %
MainStay 130/30 Growth Fund
    0.25 %
MainStay 130/30 International Fund
    0.25 %
MainStay Retirement 2010 Fund
    0.25 %
MainStay Retirement 2020 Fund
    0.25 %
MainStay Retirement 2030 Fund
    0.25 %
MainStay Retirement 2040 Fund
    0.25 %
MainStay Retirement 2050 Fund
    0.25 %

 
 

 

Exhibit m 7

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS B SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)
 
FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %

 
 

 

Exhibit m 7

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS C SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)
 
FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %
         

 
 

 

Exhibit m 7

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS R2 SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)
 
FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %

 
 

 

Exhibit m 7

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS R3 SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of February 26, 2010)
 
FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %

 
 

 

Exhibit m 8

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR INVESTOR CLASS SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.25 %
MainStay Conservative Allocation Fund
    0.25 %
MainStay Epoch U.S. All Cap Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U. S. Equity Fund
    0.25 %
MainStay Floating Rate Fund
    0.25 %
MainStay Growth Allocation Fund
    0.25 %
MainStay Growth Equity Fund
    0.25 %
High Yield Municipal Bond Fund
    0.25 %
High Yield Opportunities Fund
    0.25 %
MainStay ICAP Equity Fund
    0.25 %
MainStay ICAP International Fund
    0.25 %
MainStay ICAP Global Fund
    0.25 %
MainStay ICAP Select Equity Fund
    0.25 %
MainStay Indexed Bond Fund
    0.25 %
MainStay Intermediate Term Bond Fund
    0.25 %
MainStay Moderate Allocation Fund
    0.25 %
MainStay Moderate Growth Allocation Fund
    0.25 %
MainStay S&P 500 Index Fund
    0.25 %
MainStay Short Term Bond Fund
    0.25 %
MainStay 130/30 Core Fund
    0.25 %
MainStay 130/30 Growth Fund
    0.25 %
MainStay 130/30 International Fund
    0.25 %
MainStay Retirement 2010 Fund
    0.25 %
MainStay Retirement 2020 Fund
    0.25 %
MainStay Retirement 2030 Fund
    0.25 %
MainStay Retirement 2040 Fund
    0.25 %
MainStay Retirement 2050 Fund
    0.25 %

 
 

 

Exhibit m 8

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS A SHARES

OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.25 %
MainStay Conservative Allocation Fund
    0.25 %
MainStay Epoch U.S. All Cap Fund
    0.25 %
MainStay Epoch Global Choice Fund
    0.25 %
MainStay Epoch Global Equity Yield Fund
    0.25 %
MainStay Epoch International Small Cap Fund
    0.25 %
MainStay Epoch U. S. Equity Fund
    0.25 %
MainStay Floating Rate Fund
    0.25 %
MainStay Growth Allocation Fund
    0.25 %
MainStay Growth Equity Fund
    0.25 %
MainStay High Yield Municipal Bond Fund
    0.25 %
MainStay High Yield Opportunities Fund
    0.25 %
MainStay ICAP Equity Fund
    0.25 %
MainStay ICAP International Fund
    0.25 %
MainStay ICAP Global Fund
    0.25 %
MainStay ICAP Select Equity Fund
    0.25 %
MainStay Indexed Bond Fund
    0.25 %
MainStay Intermediate Term Bond Fund
    0.25 %
MainStay Moderate Allocation Fund
    0.25 %
MainStay Moderate Growth Allocation Fund
    0.25 %
MainStay S&P 500 Index Fund
    0.25 %
MainStay Short Term Bond Fund
    0.25 %
MainStay 130/30 Core Fund
    0.25 %
MainStay 130/30 Growth Fund
    0.25 %
MainStay 130/30 International Fund
    0.25 %
MainStay Retirement 2010 Fund
    0.25 %
MainStay Retirement 2020 Fund
    0.25 %
MainStay Retirement 2030 Fund
    0.25 %
MainStay Retirement 2040 Fund
    0.25 %
MainStay Retirement 2050 Fund
    0.25 %

 
 

 

Exhibit m 8

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS C SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay High Yield Municipal Bond Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %

 
 

 

Exhibit m 8

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS R2 SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay High Yield Municipal Bond Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %

 
 

 

Exhibit m 8

AMENDMENT TO PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
FOR CLASS R3 SHARES
OF MAINSTAY FUNDS TRUST

Schedule A
(Amended & Restated as of March 30, 2010)

FUND
 
FEE
 
MainStay Cash Reserves Fund
    0.75 %
MainStay Conservative Allocation Fund
    0.75 %
MainStay Epoch U.S. All Cap Fund
    0.75 %
MainStay Epoch Global Choice Fund
    0.75 %
MainStay Epoch Global Equity Yield Fund
    0.75 %
MainStay Epoch International Small Cap Fund
    0.75 %
MainStay Epoch U. S. Equity Fund
    0.75 %
MainStay Floating Rate Fund
    0.75 %
MainStay Growth Allocation Fund
    0.75 %
MainStay Growth Equity Fund
    0.75 %
MainStay ICAP Equity Fund
    0.75 %
MainStay High Yield Municipal Bond s Fund
    0.75 %
MainStay High Yield Opportunities Fund
    0.75 %
MainStay ICAP International Fund
    0.75 %
MainStay ICAP Global Fund
    0.75 %
MainStay ICAP Select Equity Fund
    0.75 %
MainStay Indexed Bond Fund
    0.75 %
MainStay Intermediate Term Bond Fund
    0.75 %
MainStay Moderate Allocation Fund
    0.75 %
MainStay Moderate Growth Allocation Fund
    0.75 %
MainStay S&P 500 Index Fund
    0.75 %
MainStay Short Term Bond Fund
    0.75 %
MainStay 130/30 Core Fund
    0.75 %
MainStay 130/30 Growth Fund
    0.75 %
MainStay 130/30 International Fund
    0.75 %
MainStay Retirement 2010 Fund
    0.75 %
MainStay Retirement 2020 Fund
    0.75 %
MainStay Retirement 2030 Fund
    0.75 %
MainStay Retirement 2040 Fund
    0.75 %
MainStay Retirement 2050 Fund
    0.75 %

 
 

 

Exhibit n 1
 
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
FOR
MAINSTAY FUNDS TRUST
 
WHEREAS , MainStay Funds Trust (the “Trust”), on behalf of the separate series of the Trust, engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”); and

WHEREAS , shares of common stock of the Trust are currently divided into a number of separate series listed on Exhibit A (each a “Fund”); and

WHEREAS , pursuant to a Management Agreement, dated November 10, 2009 the Trust employs New York Life Investment Management LLC (“New York Life Investments”) as manager for the Funds; and

WHEREAS , pursuant to a Distribution Agreement, dated November 10, 2009,   the Trust   employs NYLIFE Distributors LLC (“NYLIFE Distributors” or the “Distributor”) as distributor of the securities of which the Trust is the issuer;

NOW, THEREFORE , the Trust hereby adopts, on behalf of the Funds, this Plan, in accordance with Rule 18f-3 under the Act, subject to the following terms and conditions:

1.             Features of the Classes .   The classes of shares authorized to be issued by each Fund are set forth in Exhibit A.  Shares of each class of a Fund shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, and terms and conditions, except that: (a) each class of shares shall have a different designation; (b) each class of shares shall bear any Class Expenses, as defined in Section 4 below; (c) each class of shares shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution and/or service arrangement and each class of shares shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class ; and (d) each class of shares shall differ in terms of its eligibility requirements, type and amount of shareholder servicing available and other features, as described in the current prospectuses from time to time .  In addition, the Investor Class, Class A, Class B, Class C, Class I, Class R1, Class R2, and Class R3 shares shall have the features described in Sections 2, 3, 5 and 6 below.

2.           Sales Charge Structure.
 
a.             Investor Class Shares .  Investor Class shares of a Fund shall be offered at the then-current net asset value plus a front-end sales charge.  The front-end sales charge shall be in such amount as is disclosed in a Fund’s current prospectus or prospectus supplement and shall be subject to such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement.   Investor Class shares generally shall not be subject to a contingent deferred sales charge provided, however, that such a charge may be imposed in such other cases as is disclosed in a Fund’s current prospectus or supplement.

 

 

b.            Class A Shares .  Class A shares of a Fund shall be offered at the then-current net asset value plus a front-end sales charge.  The front-end sales charge shall be in such amount as is disclosed in a Fund’s current prospectus or prospectus supplement and shall be subject to such reductions for larger purchasers and such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement.   Class A shares generally shall not be subject to a contingent deferred sales charge provided, however, that such a charge may be imposed in such other cases as is disclosed in a Fund’s current prospectus or supplement.

c.            Class B Shares .  Class B shares of a Fund shall be offered at the then-current net asset value without the imposition of a front-end sales charge.  A contingent deferred sales charge in such amount as is described in a Fund’s current prospectus or prospectus supplement shall be imposed on Class B shares, subject to such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement.
 
d.            Class C Shares .  Class C shares of a Fund shall be offered at the then-current net asset value without the imposition of a front-end sales charge.  A contingent deferred sales charge of 1% shall be imposed on redemptions of Class C shares effected within one year of purchase as disclosed in a Fund’s current prospectus or prospectus supplement and shall be subject to such waivers or reductions as are disclosed in a Fund’s current prospectus or prospectus supplement .

e.            Class I Shares .  Class I shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or a contingent deferred sales charge.

f.            Class R1 Shares .  Class R1 shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or contingent deferred sales charge.

g.           Class R2 Shares .  Class R2 shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or contingent deferred sales charge.

g.            Class R3 Shares .  Class R3 shares of a Fund shall be offered to eligible purchasers, as defined in a Fund’s current prospectus, at the then-current net asset value without the imposition of a front-end sales charge or contingent deferred sales charge.

3.            Service and Distribution Plans .  Each Fund, on behalf of each of the Investor Class, Class A, Class B, Class C, Class R2 and Class R3 shares of the Funds , has adopted   a Plan of Distribution pursuant to Rule 12b-1 of the Act (each a “Rule 12b-1 Plan”).  Each Fund, on behalf of each of the Class R1, Class R2 and Class R3 shares, has adopted a Shareholder Services Plan (each a “Services Plan”).  Each Fund, on behalf of the Class I shares, has adopted neither a Services Plan nor a Rule 12b-1 Plan.

a.            Investor Class Shares .  Investor Class shares of each Fund pay NYLIFE Distributors monthly a fee at an annual rate of 0.25% of the average daily net assets of the Fund’s Investor Class shares for “distribution-related services” or “service activities” (each as defined in paragraph (i), below), as designated by NYLIFE Distributors.

 
2

 

b.             Class A Shares .  Class A shares of each Fund pay NYLIFE Distributors monthly a fee at an annual rate of 0.25% of the average daily net assets of the Fund’s Class A shares for “distribution-related services” or “service activities” (each as defined in paragraph (i), below), as designated by NYLIFE Distributors.

c.             Class B Shares .  Class B shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” (as defined in paragraph (i), below) at the annual rate of 0.75% of the average daily net assets of the Fund’s Class B shares.  Class B shares of each Fund also pay NYLIFE Distributors monthly a fee at the annual rate of 0.25% of the average daily net assets of the Fund’s Class B shares for “service activities” (as defined in paragraph (i), below) rendered to Class B shareholders.
 
d.            Class C Shares .  Class C shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” (as defined in paragraph (i), below) at the annual rate of 0.75% of the average daily net assets of the Fund’s Class C shares.  Class C shares of each Fund also pay NYLIFE Distributors monthly a fee at the annual rate of 0.25% of the average daily net assets of the Fund’s Class C shares for “service activities” (as defined in paragraph (i), below) rendered to Class C shareholders.

e.            Class I Shares .  Class I Shares do not pay a fee for “distribution-related services” or a fee for “service activities” (each as defined in paragraph (i), below).  

f.             Class R l Shares .  Class R1 shares of each Fund are authorized to pay New York Life Investments monthly a fee at the annual rate of 0.10% of the average daily net assets of the Fund’s Class R1 shares for “service activities” (as defined below in paragraph (i) below) rendered to Class R1 shareholders.

g.            Class R2 Shares .  Class R2 shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” (as defined in paragraph (i), below) at the annual rate of 0.25% of the average daily net assets of the Fund’s Class R2 shares.  Class R2 shares of each Fund  also pay New York Life Investments monthly a fee at the annual rate of 0.10% of the average daily net assets of the Fund’s Class R2 shares for “service activities” (as defined in paragraph (i), below) rendered to Class R2 shareholders.

h.            Class R3 Shares .  Class R3 shares of each Fund pay the Distributor monthly a fee, for “distribution-related services” or “service activities” (as defined in paragraph (i), below) at the annual rate of 0.50% of the average daily net assets of the Fund’s Class R3 shares.  Class R3 shares of each Fund also pay New York Life Investments monthly a fee at the annual rate of 0.10% of the average daily net assets of the Fund’s Class R3 shares for “service activities” (as defined in paragraph (i), below) rendered to Class R3 shareholders.

 
3

 

i.             Distribution-Related Services and Service Activities .  

(1)           For purposes of the Rule 12b-1 Plans, “distribution-related services” shall include services rendered by NYLIFE Distributors as distributor of the shares of a Fund in connection with any activities or expenses primarily intended to result in the sale of shares of a Fund, including, but not limited to, compensation to registered representatives or other employees of NYLIFE Distributors and to other broker-dealers that have entered into a Soliciting Dealer Agreement with NYLIFE Distributors, compensation to and expenses of employees of NYLIFE Distributors who engage in or support distribution of the Funds’ shares; telephone expenses; interest expense; printing of prospectuses and reports for other than existing shareholders; preparation, printing and distribution of sales literature and advertising materials; and profit and overhead on the foregoing.  “Service activities” shall mean those activities for which a “service fee,” as defined in the rules and policy statements of the Financial Industry Regulatory Authority (“FINRA”), may be paid.  Overhead and other expenses related to the “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.

(2)           For purposes of the Services Plans, “service activities” shall include any personal services or account maintenance services, which may include but are not limited to activities in connection with the provision of personal, continuing services to investors in each Fund; transfer agent and subtransfer agent services for beneficial owners of Fund shares; receiving, aggregating and processing purchase and redemption orders; providing and maintaining retirement plan records; communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts;  acting as the sole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing subaccounting services for Fund shares held beneficially;  forwarding shareholder communications to beneficial owners;  receiving, tabulating and transmitting proxies executed by beneficial owners;  performing daily investment (“sweep”) functions for shareholders; providing investment advisory services; and general account administration activities.  Overhead and other expenses related to “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities.

4.             Allocation of Income and Expenses .

a.           The gross income of each Fund shall, generally, be allocated to each class on the basis of net assets.  To the extent practicable, certain expenses (other than Class Expenses, as defined below, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of each class of the Fund.  These expenses include:

(1)            Expenses incurred by the Trust   (for example, fees of the Trust ’s Board of Trustees (“Trustees”) auditors and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund (“Corporate Level Expenses”); and

(2)           Expenses incurred by a Fund not attributable to any particular class of the Fund’s shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund’s assets) (“Fund Expenses”).

 
4

 

b.           Certain expenses are attributable to a particular class of shares (“Class Expenses”).  Class Expenses are charged directly to the net assets of the particular class and, thus, are borne on a pro rata basis by the outstanding shares of that class.  Fees and expenses that are not Class Expenses are allocated among the classes on the basis of their respective net asset values.

(1)           Payments of distribution and service fees made pursuant to Rule 12b-1 Plans or Services Plans are Class Expenses and must be allocated to the class for which such expenses are incurred.

(2)           Class Expenses may also include:

(a)          transfer agent fees identified as being attributable to a specific class of shares;
(b)          stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of shares;
(c)          Blue Sky fees incurred by a specific class of shares;
(d)          SEC registration fees incurred by a specific class of shares;
(e)          Trustees’ fees or expenses incurred as a result of issues relating to a specific class of shares;
(f)           accounting expenses relating solely to a specific class of shares;
(g)          auditors’ fees, litigation expenses and legal fees and expenses relating to a specific class of shares;
(h)          expenses incurred in connection with shareholders’ meetings as a result of issues relating to a specific class of shares;
(i)           expenses incurred in connection with organizing and offering to investors a new class of shares; and
(j)            other expenses incurred attributable to a specific class of shares.

c.             For purposes of allocating the transfer agency expenses in Item 4(b)(2)(a), the Class A, I, R1, R2, and R3 shares will be grouped together as one group and the Investor Class, Class B and C shares will be grouped together as a separate group. The transfer agency expenses will be calculated and allocated between the share classes in each group in the following manner:

(1)            multiplying the total number of accounts in each group of share classes by the per account fee to determine the total transfer agency fees allocable to each group, and
(2)            allocating the total fees per group among the share classes in the group based on the relative assets of the share classes.

 
5

 

5.             Exchange Privileges .  To the extent permitted by this Plan , shareholders may exchange shares of series of any   open-end investment company sponsored, advised or administered by New York Life Investments or any affiliate thereof (such funds, together with the Funds, each a “MainStay Fund”), for shares of another MainStay Fund, based upon the MainStay Funds’ relative net asset value per share.   Generally, the Funds permit only the exchange of shares of one class of a MainStay Fund for shares of the same class of another MainStay Fund, (investment minimums and other eligibility requirements may apply).  However, the Funds also permit exchanges of Investor Class Shares for Class A Shares, and of Class A Shares for Investor Class Shares, of the same or any other MainStay Fund (investment minimums and other eligibility requirements may apply).  
 
Generally, shareholders may exchange their Investor Class shares of a MainStay Fund for Investor Class shares or Class A shares of the same or any other MainStay Fund without the imposition of a sales charge   (investment minimums and other eligibility requirements may apply).   Any such exchanges will be based upon each MainStay Fund’s net asset value per share next computed .   Where, however, a shareholder seeks to exchange Investor Class shares of any MainStay Fund that is a money market fund for Investor Class shares or Class A shares of the same or any other MainStay Fund subject to a front-end sales charge, the applicable sales charge shall be imposed on the exchange, unless the shareholder has previously paid a sales charge with respect to such shares.  

Additionally, shareholders may exchange their Class A shares of a MainStay Fund for Investor Class shares or Class A shares of the same or any other MainStay Fund without the imposition of a sales charge (investment minimums and other eligibility requirements may apply).  Any such exchanges will be based upon each MainStay Fund’s net asset value per share next computed.  Where, however, a shareholder seeks to exchange Class A shares of any MainStay Fund that is a money market fund for Investor Class Shares or Class A shares of the same or any other MainStay Fund subject to a front-end sales charge, the applicable sales charge shall be imposed on the exchange, unless the shareholder has previously paid a sales charge with respect to such shares.
 
Class B or Class C shares of a MainStay Fund may be exchanged for the same class of shares of another MainStay Fund at the net asset value next computed without the imposition of a contingent deferred sales charge; the sales charge will be assessed, if applicable, when the shareholder redeems his shares or has them repurchased without a corresponding purchase of shares of another MainStay Fund.  Where, however, a shareholder previously exchanged his shares into a MainStay Fund that is a money market fund from another MainStay Fund, the applicable contingent deferred sales charge, if any, shall be assessed when the shares are redeemed from a MainStay Fund that is a money market fund, or from a succeeding MainStay Fund in the event that the shareholder exchanges his or her Class B or Class   C money market fund shares for shares of another MainStay Fund.  The amount of the contingent deferred sales charge shall be determined based on the length of time that the shareholder maintained his or her investment in Class B or Class   C shares of any MainStay Fund.

Equally, where a shareholder purchases Class B or Class   C shares of a MainStay Fund that is a money market fund through an initial investment in a MainStay Fund that is a money market fund and, later, exchanges his or her Class B or Class C money market fund shares for the same Class of shares of another MainStay Fund (which normally assesses a contingent deferred sales charge) and then redeems such investment, the applicable contingent deferred sales charge, if any, shall be assessed upon such redemption.  The amount of the contingent deferred sales charge shall be determined based on the length of time that the shareholder maintained his or her investment in Class B or Class   C shares of any MainStay Fund.

 
6

 

6.             Conversion Features.   A shareholder’s   Investor Class shares in a Fund will be automatically converted to Class A shares of the Fund at the end of the calendar quarter during which the balance of the shareholder’s account in the Fund reaches the then applicable Class A share eligibility requirements set forth in the then current prospectus or prospectus supplement.  Any such conversion will occur at the respective net asset values of the share classes next calculated without the imposition of any sales load, fee, or other charge.  Automatic conversions do not apply to certain types of accounts that continue to meet one or more exceptions to the eligibility requirements of Class A shares as may be stated in the Fund's prospectus from time to time. If a shareholder no longer meets the eligibility requirements for Class A shares, as described in the then current prospectus or prospectus supplement, the Fund may convert the shareholder’s Class A shares to Investor Class shares (if available).  Any conversions covered by this paragraph will be preceded by written notice to shareholders, and will occur at the respective net asset values of the share classes next calculated without the imposition of any sales load, fee, or other charge.
 
Class B shares will be automatically converted to Investor Class shares if available, or to Class A shares if Investor Class is not available or the shareholder meets the eligibility requirements for Class A Shares at the end of the calendar quarter occurring eight years after the date a shareholder purchases his Class B shares, except that, if immediately after the conversion of fully-aged Class B shares of a Fund held in a shareholder’s account, the aggregate value of any remaining Class B shares of that Fund is determined to be of de minimis value by the Fund, such remaining Class B shares may be automatically converted to Investor Class shares or Class A shares in the same manner as the fully aged Class B shares of the Fund.
 
As may be further limited by the disclosure in a Fund’s current prospectus or prospectus supplement, each share class of a Fund may be converted to another class of shares of the same Fund if the shareholder account meets the then applicable share eligibility requirements for the new share class as set forth in the then current prospectus or prospectus supplement.  If a shareholder who was converted to another share class based on the conversion feature described in this paragraph no longer meets the eligibility requirements for that share class, as described in the then current prospectus or prospectus supplement, a Fund may convert the shareholder’s class of shares back to the share class originally held by that shareholder prior to conversion or to such other class in which the shareholder may be eligible to invest.  Any conversions covered by this paragraph will be preceded by written notice to shareholders, and will occur at the respective net asset values of the share classes next calculated without the imposition of any sales load, fee, or other charge.  It is the Trust’s intention that all share conversions should be made on a tax-free basis, and if this cannot be reasonably assured, the Trustees may modify or eliminate any share class conversion feature.
 
7.             Accounting Methodology .  The following procedures shall be implemented in order to meet the objective of properly allocating income and expenses among the Funds:

a.           On a daily basis, a fund accountant shall calculate the fees to be charged to each class of shares as described in this Plan by calculating the average daily net asset value of such shares outstanding and applying the fee rate to the result of that calculation.

 
7

 

b.           The fund accountant will allocate designated Class Expenses, if any, to the respective classes.

c.           The fund accountant will allocate income and Corporate Level and Fund Expenses among the respective classes of shares based on the net asset value of each class in relation to the net asset value of a Fund for Fund Expenses, and in relation to the net asset value of the Trust   for Corporate Level Expenses.  These calculations shall be based on net asset values at the beginning of the day for non-money market funds, and based on the relative value of settled shares at the beginning of the day for any money market funds.

d.           The fund accountant shall then complete a worksheet using the allocated income and expense calculations from paragraph (c) above, and the additional fees calculated from paragraphs (a) and (b) above.  The fund accountant may make non-material changes to the form of the worksheet as it deems appropriate.

e.           The fund accountant shall develop and use appropriate internal control procedures to assure the accuracy of its calculations and appropriate allocation of income and expenses in accordance with this Plan.

8.             Waiver or Reimbursement of Expenses .  Expenses may be voluntarily waived or reimbursed by any manager or sub-adviser to the Trust, by the Trust ’s underwriter or any other provider of services to the Trust without the prior approval of the Trustees.  

9.             Effectiveness of Plan .  This Plan shall not take effect until it has been approved by votes of a majority of both (a) the Trustees   of the Trust and (b) those Trustees of the Trust   who are not “interested persons” of the Trust (as defined in the Act) and who have no direct or indirect interest in the operation of the Plan, cast in person at a meeting (or meetings) called for the purpose of voting on this Plan.

10.           Material Modification .  This Plan may not be amended to modify materially its terms unless such amendment is approved in the manner provided for initial approval in Section 9 hereof.

11.           Limitation of Liability .  The Trustees of the Trust and the shareholders of each Fund shall not be liable for any obligations of the Trust   or any Fund under this Plan, and NYLIFE Distributors or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or such Funds in settlement of such right or claim, and not to such Trustees or shareholders.
 
IN WITNESS WHEREOF , the Trust, on behalf of the Funds, had adopted this Multiple Class Plan as of the November 10, 2009.

 
8

 

EXHIBIT A
 
(as of November 10, 2009)
 
Fund Name
 
Investor
Class
 
Class     
A
 
Class     
B
 
Class
C
 
Class
I
 
Class
R1
 
Class
R2
 
Class
R3
MainStay Epoch Global Equity Yield Fund
 
 
 
 
 
 
 
 
MainStay Epoch International Small Cap Fund
 
 
 
 
 
 
 
 
MainStay Epoch U.S. Equity Fund
 
 
 
 
 
 
 
 
MainStay Epoch Global Choice Fund
 
 
 
 
 
 
 
 
 
 
9

 

Exhibit n 1 a

MAINSTAY FUNDS TRUST
MULTIPLE CLASS PLAN
 
PURSUANT TO RULE 18f-3
 
EXHIBIT A
 
(as of February 26, 2010)

Fund Name
 
Investor
Class
 
Class A
 
Class B
 
Class C
 
Class I
 
Class R1
 
Class R2
 
Class R3
 
Sweep
Shares
130/30 Core Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
130/30 Growth Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
130/30 International Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Cash Reserves Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
Conservative Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch Global Choice Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch Global Equity Yield Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch International Small Cap Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch U.S. All Cap Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch U.S. Equity Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Floating Rate Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Growth Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Growth Equity Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
High Yield Opportunities Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
ICAP Equity Fund
 
·
 
·
     
·
 
·
 
·
 
·
 
·
   
ICAP Global Fund
 
·
 
·
     
·
 
·
 
·
 
·
 
·
   
ICAP International Fund
 
·
 
·
     
·
 
·
 
·
 
·
 
·
   
ICAP Select Equity Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Indexed Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Intermediate Term Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Moderate Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Moderate Growth Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
S&P 500 Index Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Short Term Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2010 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2020 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2030 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2040 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2050 Fund
  
·
  
·
  
·
  
·
  
·
  
·
  
·
  
·
  
 

 
 

 

Exhibit n 1 b

MAINSTAY FUNDS TRUST
MULTIPLE CLASS PLAN
 
PURSUANT TO RULE 18f-3
 
EXHIBIT A
 
(as of March 30, 2010)

Fund Name
 
Investor
Class
 
Class A
 
Class B
 
Class C
 
Class I
 
Class R1
 
Class R2
 
Class R3
 
Sweep 
Shares
130/30 Core Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
130/30 Growth Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
130/30 International Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Cash Reserves Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
Conservative Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch Global Choice Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch Global Equity Yield Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch International Small Cap Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch U.S. All Cap Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Epoch U.S. Equity Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Floating Rate Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Growth Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Growth Equity Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
High Yield Municipal Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
High Yield Opportunities Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
ICAP Equity Fund
 
·
 
·
     
·
 
·
 
·
 
·
 
·
   
ICAP Global Fund
 
·
 
·
     
·
 
·
 
·
 
·
 
·
   
ICAP International Fund
 
·
 
·
     
·
 
·
 
·
 
·
 
·
   
ICAP Select Equity Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Indexed Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Intermediate Term Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Moderate Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Moderate Growth Allocation Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
S&P 500 Index Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Short Term Bond Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2010 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2020 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2030 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   

 
 

 

Fund Name
 
Investor
Class
 
Class A
 
Class B
 
Class C
 
Class I
 
Class R1
 
Class R2
 
Class R3
 
Sweep 
Shares
Retirement 2040 Fund
 
·
 
·
 
·
 
·
 
·
 
·
 
·
 
·
   
Retirement 2050 Fund
  
·
  
·
  
·
  
·
  
·
  
·
  
·
  
·
  
 

 
 

 

Exhibit p 1
 
 
THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST
ECLIPSE FUNDS INC. / ECLIPSE FUNDS
MAINSTAY VP SERIES FUND, INC.
 
Code Of Ethics
 
December, 2010

 
 

 
 
Table of Contents
 
Section
     
Page
         
Section 1.
 
Introduction and Application
 
1
         
Section 2.
 
Definitions
 
4
         
Section 3.
 
Personal Investing Activities - Restrictions and Monitoring Procedures
 
8
         
Section 4.
 
Recordkeeping and Reporting
 
12
         
Section 5.
 
Administration
 
15
         
   
Exhibits
   
         
   
Acknowledgement of Receipt of the Code of Ethics and related policies
 
Exhibit A
         
   
Annual Certification of Compliance with the NYLIM Holdings LLC Code of Ethics
 
Exhibit B
         
   
Personal Securities Trading Preclearance Request Form
 
Exhibit C
         
   
Access Person Initial/Annual Securities Holdings Report and Certification
 
Exhibit D
         
   
Quarterly Transactions Report
 
Exhibit E
         
   
Compliance Addresses for Duplicate Confirmations
 
Exhibit F


 
Section 1. 
Introduction and Application

1.1 
General Statement
 
The Mainstay Funds, the MainStay Funds Trust, Eclipse Funds Inc. / Eclipse Funds, and Mainstay VP Series Fund, Inc. (each a “Company”) recognize the importance of high ethical standards in the conduct of their business and require that this code of ethics (the “Code” or the “New York Life Investments Fund Code”) be observed by their respective Access Persons (defined below in Section 2).  Each Company’s Board of Directors/Trustees (“Board”), including a majority of its independent directors/trustees (defined below in Section 2), has approved this Code as compliant with rule 17j-1 of the Investment Company Act of 1940, as amended (“Investment Company Act”), and has also approved the code of ethics of each investment adviser and subadviser to the respective Company and of the respective company’s principal underwriter.  Access persons of an entity whose code of ethics has been approved by the boards of directors/trustees and who are subject to that code may comply with that code instead of the Company’s Code.  This code applies to each Company as a separate entity (referred to as “the Company”).

Prior to any Investment Adviser or Subadviser (each, an “Adviser”) or principal underwriter entering into an agreement to provide services to the Company, such Adviser or principal underwriter shall have adopted its own code of ethics that complies with Rule 17j-1, which code of ethics shall have been approved by the Board in accordance with Rule 17j-1.
 
Any material change to the Code or to the code of any Adviser or principal underwriter to the Company must be approved by the Board within six months of the adoption of such material change.  Accordingly, an Adviser or principal underwriter must notify the Company Compliance Officer (as defined herein) as soon as is practicable following any such material change.
 
All recipients of the Code are directed to read it carefully, retain it for future reference and abide by the rules and policies set forth herein. Any questions concerning the applicability or interpretation of such rules and policies, and compliance therewith, should be directed to the Compliance Officer.
 
Each Access Person is under a duty to exercise his or her authority and responsibility for the benefit of the Company and its shareholders, to place the interests of the shareholders first and to refrain from having outside interests that conflict with the interests of the Company and its shareholders. Each such person must avoid any circumstances that might adversely affect or appear to affect his or her duty of complete loyalty to the Company and its shareholders in the discharge of his or her responsibilities, including the protection of confidential information and corporate integrity. Each Access Person must abstain from participation (or any other involvement) in “insider trading” in contravention of any applicable law or regulation. The reputation of the Company and its affiliates for trustworthy financial services is a valuable asset that all Access Persons are expected to preserve and protect.
 
All personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. All persons must abide by the fundamental standard that personnel of the Company, its Advisers and principal underwriter should not take inappropriate advantage of their positions.
 
This Code has been adopted by the Board in accordance with Rule 17j-1.  Rule 17j-1 (the “Rule”) generally prohibits fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies, if effected by persons associated with such companies.  The Rule requires organizations subject to it to adopt a code of ethics designed to prevent Access Persons from engaging in fraud, and requires the organization to use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.  The Rule also requires each Access Person to report personal securities transactions on at least a quarterly basis, and to report securities holdings upon becoming an Access Person, and annually thereafter.  The purpose of this Code is to provide regulations and procedures consistent with the 1940 Act and Rule 17j-1.

 
- 1 -

 

1.2
Principals and Standards of Business Conduct

The following general fiduciary standards and standards of business conduct shall govern personal investment activities and the interpretation and administration of this Code:
 
 
-
The interests of the Company must be placed first at all times;
 
 
-
All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
 
 
-
Access Persons should not take inappropriate advantage of their positions; and
 
 
-
Access Persons must comply with applicable federal securities laws.

In accordance with Rule 17j-1(b), it shall be a violation of this Code for any affiliated person or principal underwriter for the Company, or any affiliated person of an Adviser to or the principal underwriter of the Company, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by the Company.

 
-
to employ any device, scheme or artifice to defraud  the Company ;
 
 
-
to make to the Company any untrue statement of a material fact  or to omit to state to the Company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made not misleading;
 
 
-
to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Company; or
 
 
-
to engage in any manipulative practice with respect to the Company.
 
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Access Persons from liability for personal trading or other conduct that violates a fiduciary duty to the Company.

In addition to this Code, employees of New York Life Insurance Company and its subsidiaries are required to adhere to the policies contained in “ Integrity – Standards of Business Conduct ”.

1.3
Conflicts of Interest
 
As part of this ongoing responsibility, each Access Person has the duty to disclose to the Company any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with the Company and that does business with the Company or that otherwise presents a possible conflict of interest as described herein.  Disclosure should be timely so that Company or as applicable the Adviser may take action concerning any possible conflict, as it deems appropriate.

 
- 2 -

 

1.4           Board Membership
 
  Access Persons may not serve as directors, officers, general partners, consultants, agents, representatives or employees of any other business, other than New York Life Insurance Company or an affiliated company, unless prior authorization is obtained from the Compliance Officer. Such authorization will be based on a determination that the business of such corporation does not conflict with the interests of the Company, and that such service would be consistent with the best interests of the Company and its shareholders, and that such service is not prohibited by law.  If such service is authorized, procedures must be in place to isolate Access Persons serving as directors, officers, general partners, consultants, agents, representatives or employees of outside entities from Investment Personnel making investment decisions on behalf of the Company.  In addition, if approval is given, the Compliance Officer shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.
 
1.5           “Other” Business Interests
 
Except as described in Section 1.6 herein, it is considered generally incompatible with the duties of an Access Person (other than an Independent Director) to act as an officer, general partner, consultant, agent, representative or employee of any other business, other than an Affiliate.  A report should be made of any invitation to serve as an officer, general partner, consultant, agent, representative or employee of any business that is not an Affiliate and the person must receive the approval of their supervisor.  Any Employee who is Director or above must also receive the approval of the CCO prior to accepting any such position.  In the event that approval is given, the CCO and the Employee’s supervisor shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.
 
1.6           Permissible Outside Activities
 
Access Persons who, in the regular course of their duties relating to the Company’s private equity/venture capital advisory and investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a privately-held business may do so with the prior written approval of their department head after consultation with the CCO.  Similar positions with public companies may interfere with the Company’s advisory activities.  Consequently, it is not expected that such positions will be assumed absent unusual circumstances that will benefit the Company.  In the event that such unusual circumstances are present, the department head and the CCO shall collectively decide whether the assumption of the position is in the best interest of the Company’s clients.
 
1.7            Insider Trading
 
Access Persons may not trade on inside information ( i.e. , material non-public information 1 ) or communicate such information to others.  An Access Person who believes that he or she is in possession of inside information should contact the CCO or LCO immediately.  Please refer to the New York Life LLC Inside Information Policy and Procedures (the “NYLIM Inside Information Policies and Procedures”) and the New York Life Investment Management LLC Information Barrier Policy and Procedures (the “NYLIM Information Barrier Policy”) for specific guidelines governing inside
 
1   Material information generally is that which a reasonable investor would consider significant in making an investment decision.   Nonpublic information is any information which has not been disclosed to the general public.  Information is considered public when it is widely disseminated; e.g. disclosure in the news media or company filings.


Section 2 
Definitions
 
“Access Person” - shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act and as set forth in Rule 204A-1 of the Advisers Act and shall include:
 
 
-
an officer or director of the Company or New York Life Investments;
 
 
-
any “Supervised Person” of New York Life Investments who has access to non-public information regarding any clients’ purchase or sale of securities, or information regarding the portfolio holdings of any NYLIM Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.

“Affiliate” - any person directly or indirectly controlling, controlled by or under common control with such other group.
 
“Automatic Investment Plan” – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

“Beneficial Ownership” - shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder.  A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities.  A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person.  A person also has a beneficial interest in securities held: (i) by a trust in which he or she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; or (vi) by a holding company that he or she controls.

“Cashless Exercise” - Transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.
 
“Chief Compliance Officer” or “CCO”   - the Company’s Chief Compliance Officer.
 
“Client” - any client of the Company, including a registered investment company (mutual fund) or other person or entity.
 
“Code” - means this Code of Ethics.

 
- 4 -

 

“Covered Security”   - any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

“Discretionary Managed Account” – an account managed on a discretionary basis by a person other than such Employee over which an Employee certifies that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein and documentation describing that relationship has been submitted to and approved by New York Life Investments Compliance (“Compliance”).

“Dividend Reinvestment Plan ” – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

  “Employee”   - any person employed by New York Life Investments, and any person who is an Access Person of the Company as defined in herein.  Temporary employees and outside consultants who work on-site at New York Life Investments and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of securities in portfolios managed by New York Life Investments may be subject to this Code, as determined by Compliance.
 
“Employment Date”   - the date on which the Employee commenced working for the Company.
 
“Excepted Securities” - Securities not covered by this Code include the following:
 
 
-
direct obligations of the U.S. Government;
 
 
-
bankers’ acceptances;
 
 
-
bank certificates of deposit;
 
 
-
commercial paper;
 
 
-
high quality short-term debt instruments, including repurchase agreements;
 
 
-
shares issued by open-end mutual funds not advised or subadvised by New York Life Investments; and
 
 
-
interests in qualified state college tuition programs (“529 Plans”).
 
“Employee Stock Option Plan” – Contracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.
 
“Employee Stock Purchase Plan” - An organized plan for employees to buy shares of their company’s stock.
 
“Exchange Traded Fund”   – An exchange-traded fund, or ETF, represents shares of ownership in either fund, unit investment trust, or depository receipts that hold portfolios of common stocks that are included in a selected index, either broad market, sector or international.  ETFs trade throughout the day on an exchange.

 
- 5 -

 

“Federal Securities Laws” - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
 
“Front Running”   - the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client’s transaction in the underlying security by or on behalf of the Client.
 
“Independent Director” – directors that would not be deemed interested persons, as defined in Section 2(a)(19)(B) of the Investment Company Act.

“Immediate family”   - any of the following relatives: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships sharing the same household.  The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

“Initial Public Offering” - an offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
“Insider Trading” - the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.
 
“Investment Company Act”   - the Investment Company Act of 1940, as amended.
 
“Investment Club” - a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.
 
“Investment Personnel” - Employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for Client Accounts (i.e., traders, analysts and portfolio managers).
 
“Local Compliance Officer” or “LCO” - the applicable designee of the Company’s Chief Compliance Officer .
 
“NYLIM or New York Life Investments” - New York Life Investment Management Holdings LLC and its subsidiaries, excluding McKay Shields, Institutional Capital Corporation and McMorgan.
 
 “Pending Buy or Sell Order ”  - both an order placed with a broker to buy or sell a security or an internal decision by a Company Employee to buy or sell a security.
 
“Private Placement”   - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.
 
“Restricted List” – a listing of securities maintained by the CCO or LCO in which trading by Access Persons is generally prohibited.

 
- 6 -

 

“Registered Representative” - an Employee who is registered as such with a member firm of the National Association of Securities Dealers Regulation, Inc.
 
“Scalping” - buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client’s trades.

 
- 7 -

 

Section  3. 
Personal Investing Activities - Restrictions and Monitoring Procedures

 
3.1           Preclearance Generally
 
Preclearance of personal securities transactions allows New York Life Investments to prevent certain trades that may conflict with client trading activities.  To help prevent Front Running, Scalping, and other trading abuses and actual or potential conflicts of interest, no Employee of New York Life Investments (or account in which an Employee has any direct or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of the CCO or LCO (except pursuant to the exceptions in Section 3.2 below).  Accordingly, each Employee must submit their request to purchase or sell Covered Securities through the Employee Personal Securities Transaction Preclearance System (the “EPSTP System”) via the New York Life Investments Intranet.   Automated feedback will be provided to the Employee as to whether the request is approved or denied.
 
In the event that the EPSTP System is unavailable, Access Persons must file a request with the CCO or LCO (in writing, preferably via electronic mail), in substantially the form of Exhibit C (“Preclearance Form”) before completing any transaction in Covered Securities.  The final determination shall be noted by the CCO or LCO on the Request Form and dated and communicated to the Employee who submitted the request.
 
The authorization given through the EPSTP System or by the CCO or LCO is effective, unless revoked, only for the calendar day that the request was submitted and ultimately approved.  If the transaction is not executed on that same day, a new request must be filed and another authorization must be obtained.
 
3.2
Exceptions to Pre-Clearance Requirements
 
3.2.1
Pre-clearance is not required with respect to any transaction:
 
 
a.
in Discretionary Managed Accounts;
 
 
b.
that is non-volitional in nature: e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
c.
automatic purchases under DRIPs or ESPPs or similar accounts; or
 
 
d.
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
e.
in securities that are Excepted Securities; or
 
 
f.
government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 
 
g.
in municipal (“muni”) bonds; or
 
 
h.
municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 
 
- 8 -

 

3.2.2        In addition, authorization given for initial and subsequent purchases or sales of DRIPS or ESPP will not be subject to the one day authorization provision since transactions in these programs usually take place on a periodic pre-determined basis.
 
3.2.3           An Independent Director/Trustee need only obtain prior approval from the CCO or LCO before directly or indirectly acquiring or disposing of beneficial ownership in a Covered Security if he or she knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee should have known, that during the 15-day period immediately before or after the Director/Trustee’s transaction in that security, the Company, or any Fund thereof, purchased or sold that security on behalf of the Company, or any Fund thereof, or any Adviser considered purchasing or selling the security. A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated to an Access Person or, with respect to the person making the recommendation, when such person considers making such a recommendation.
 
3.3          Restricted List
 
No Access Person may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company’s Restricted List.  Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the CCO.
 
3.4
Front Running and Scalping

Notwithstanding anything expressly stated in the Policy, no Covered Securities may be purchased or sold by any Access Person if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for the Company.
 
3.5          Maximum Trades and Trade Requests per Quarter
 
While there is no maximum limitation on the number of trades that an Access Person may execute per quarter or trade requests that an Access Person may submit per quarter, the Code grants the CCO or LCO the power to impose such a limitation on any Access Person if it is believed to be in the best interest of the Company.
 
3.6          Trading / Black-Out Periods
 
3.6.1
No Access Person may acquire or dispose of beneficial ownership in Covered Securities (other than Excepted Securities) that New York Life Investments is purchasing or selling for the Company where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Company;
 
3.6.2
No Access Person may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) on a day when there is a Pending Buy or Sell Order for the Company until such order is executed or withdrawn.
 
3.6.3
No Investment Personnel may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) if any purchase or sale of such securities has been made for the Company in the prior seven calendar days or can reasonably be anticipated for the Company in the next seven calendar days.
 
 
- 9 -

 

3.7          Exceptions to Trading/Blackout Periods
 
Exceptions may be granted to the black-out period set forth in paragraph 3.6.2 (ii) above in the event that the contemplated transaction involves (i) 500 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion; or (ii) the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization, if the issuer has market capitalization (outstanding shares multiplied by the current market price per share) less than $5 billion.
 
3.8           Use of Brokerage for Personal or Family Benefit
 
No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through New York Life Investments’ traders.  Employees must effect such trades through their personal broker-dealers.  In addition, no Employee may, for direct or indirect personal or a family member’s benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of New York Life Investments or any Employee’s influence (implied or stated) with New York Life Investments.
 
3.9           Initial Public Offerings
 
No Access Person may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the CCO.
 
3.10         Private Placements
 
No Access Person may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the CCO.  (Note that pre-approval will generally not be granted if the Private Placement involves a private investment company ( e.g. , a “hedge fund”) that invests in open-end investment companies other than money market funds or equivalents).  All Access Persons who have obtained prior approval and made an investment in a Private Placement must disclose that investment if that Access Person plays a part in any subsequent consideration of an investment in the issuer on behalf of the Company.  Under such circumstances, New York Life Investments’ decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.
 
3.11         Options

It shall be prohibited for an Investment Personnel to trade in options with respect to securities covered under this Code. Transactions in index options effected on a broad-based index are permitted.

3.12         Short-Term Trading / Sixty Day Holding Period
 
No Access Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within sixty calendar days.  Violations will result in disgorgement of the profit to the Company or to a charity of the Company’s choice.  Exceptions may be made by the CCO or LCO to accommodate special circumstances.
 
Notwithstanding the above, an Access person who receives a grant of options through an Employee Stock Option, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, so long as such transactions are precleared as required under Section 3.1.

 
- 10 -

 

3.13         Investment Clubs
 
Access Persons and members of their immediate family may not participate in Investment Clubs.  In certain limited instances, exceptions may be granted on a case-by-case basis, e.g., where the person was a member of the Club prior to the adoption of this Policy or was a member of the Club for at least six months before his or her Employment Date.  If an exception is granted, Access Persons or their immediate family members who are granted an exception must directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit F hereto.  Investment Club transactions will be monitored by the CCO or LCO, and may be subject to the pre-clearance requirements of Section 3.1 above, if necessary to prevent abuses of the Code or this Policy.
 
3.14         Other Exceptions
 
The restrictions with respect to: Section 3.3 Restricted List, Sections 3.6 Trading/Black-out Periods, Section 3.12 Short-term trading, and Section 3.13. Investment Clubs do not apply to transactions:
 
 
-
in Discretionary Managed Accounts;
 
 
-
by employees of the New York Life Insurance Company who are directors of New York Life Investments, who do not have access to information about New York Life Investments’ purchases and sales of securities.
 
 
-
non-volitional in nature: e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro-rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
-
DRIPs or ESPPs; or
 
 
-
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
-
in securities that are Excepted Securities; or
 
 
-
government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 
 
-
in municipal (“muni”) bonds; or
 
 
-
municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 
 
- 11 -

 
 
Section 4. 
Recordkeeping and Reporting Requirements

4.1           Privacy Statement
 
New York Life Investments recognizes the sensitivity and personal nature of information collected under the Code, and the interests of Access Persons in maintaining their privacy regarding this information. Compliance personnel will take all necessary steps designed to ensure that all reports disclosing personal securities holdings, requests for preclearance of transactions and other information filed by Access Persons under the Code will be treated as confidential, subject only to the review provided in the Code or forms thereunder and review by the Securities and Exchange Commission and other regulators.

4.2            Initial Holdings and Account Reports
 
Within 10 days of becoming an Access Person, a report in substantially the form of Exhibit D (“Employee Initial/Annual Securities Holdings Report and Certification”), disclosing every Covered Security in which that Access Person has a direct or indirect Beneficial Ownership interest.  The holdings information must be current as of a date no more than 45 days.  Access Persons must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities) as to which the Access Person has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts (e.g., wrap accounts), in which case the Employee must certify that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein.  Documentation describing that relationship must be submitted to and approved by  Compliance.   Additionally, each new Access Person shall file a report in substantially the form of Exhibit A, (“Acknowledgement of Receipt of the Code of Ethics and Related Policies”), indicating that the Access Person has received, read, understood and will comply with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the NYLIM LLC Selective Disclosure Policy.
 
4.3           Quarterly Reporting and Account Reports
 
Every Access Person shall file with the CCO or LCO a report within 30 calendar days following the end of each calendar quarter reflecting all transactions in any Covered Security  in which an Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must confirm that there were no such transactions in the applicable calendar quarter.  Access Persons must complete this requirement electronically through the EPSTP System via the company Intranet.
 
In the event that the EPSTP System is unavailable, Access Persons shall file with the CCO or LCO a report substantially the form of Exhibit E (“Quarterly Transactions Report”).
 
Failure to complete the quarterly certification will be considered a violation of the Code.

 
- 12 -

 

4.4           Annual Reporting
 
At the end of each calendar year, but in no case later than January 30 th of the following year, every Access Person shall submit to the CCO or LCO, a report disclosing every Covered Security  in which that Access Person has a direct or indirect Beneficial Ownership interest as of year-end.  Access Persons must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities ) as to which the Access Person has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts.    In addition, each Access Person shall file annually a certification indicating that the Access Person has received, read, understood and complied with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the NYLIM LLC Selective Disclosure Policy for the calendar year.  Access Persons must complete these requirements electronically through the EPSTP System via the company Intranet.
 
In the event that the EPSTP System is unavailable, Access Persons shall file with the CCO or LCO a report substantially the form of Exhibit D (“Initial/Annual Securities Holdings Report and Certification”) and Exhibit B (“Annual Certification of Compliance”).
 
4.5           Duplicate Confirmations
 
Each Access Person shall provide the Compliance Department with sufficient information (as outlined in Exhibit D, (“Initial/Annual Securities Holdings Report and Certification”) so that Compliance can arrange for prompt filing by the broker, dealer and bank (where the bank account is used as a brokerage account) with the CCO or LCO of duplicate confirmations of all trades of Covered Securities and quarterly account statements.  The duplicates shall be mailed to Compliance at the applicable address listed in Exhibit F hereto.
 
4.6           New Accounts
 
Each Access Person shall promptly notify the CCO or LCO of any new account opened with a broker, dealer or bank (where the bank account is used as a brokerage account).  Such accounts include Discretionary Managed Accounts.  Such notification shall be mailed to Compliance at the applicable address listed in Exhibit F hereto.
 
4.7           Reporting of Code Violations
 
Each Access Person shall promptly notify the CCO or LCO of any violation of the Code.

4.8           New York Life Investments Record-keeping
 
New York Life Investments is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Access Persons have direct or indirect Beneficial Ownership.
 
The CCO or the LCO must maintain all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Access Persons for a minimum period of five years.  Acknowledgements of the Code will be maintained for five years after the individual ceases to be an Access Person.
 
4.9           Personal Record Keeping
 
Each Access Person of New York Life Investments is to maintain records adequate to establish that the individual’s personal investment decisions did not involve a conflict with the requirements of the Code.  Generally, such records would include copies of the Access Person’s pre-clearance authorizations, brokerage confirms and brokerage statements, if any.  If there is any question as to whether a proposed transaction might involve a possible violation of the Code, the transaction should be discussed in advance with the CCO or LCO.

 
- 13 -

 

4.10         Application to Independent Directors
 
An Independent Director/Trustee of the Company who would be required to make a report solely by reason of being a Fund director/trustee, need not make:
 
 
-
an initial holdings report under Section 4.2 and an annual holdings report under Section 4.4; and
 
 
-
A quarterly transaction report under Section 4.3, unless the director/trustee knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.
 
 
- 14 -

 

Section 5. 
Administration
 
5.1          General
 
Subject to Rule 204A-1 under the Investment Advisers Act, each adviser and subadviser to the Funds administers its own Code of Ethics.  These codes have been determined to (i) be consistent with Rule 17j-1 of the Investment Company Act;  (ii) have been designed to prevent Access Persons from engaging in fraud; and (iii) require each organization to institute procedures reasonably necessary to prevent violations of its own Code of Ethics.  It has been determined that each Access Person’s compliance with these codes will also satisfy the requirements of the Fund’s Code.
 
5.2           Sanctions and Review
 
Upon discovering a violation of the Code, the Company, or as applicable, the Adviser shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal etc.).  Following those corrective efforts, the CCO may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate.  The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, the reversal of trades, disgorgement of profits, payment of fines, suspension of trading privileges or, in more serious cases, suspension or termination of employment.  It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance).  In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

5.3           Review by CCO
 
The CCO will provide to the Board of each Company, on a quarterly basis, a written report describing issues arising under the Code since its last report, including but not limited to information about material violations of the Code by Access Persons and sanctions imposed in response to such violations.

5.4           Monitoring

The Company has delegated administration and enforcement of this Code to Compliance. Compliance, utilizing the EPSTP System and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code.  Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

5.5           Exceptions
 
The CCO may grant written exceptions to provisions of the Code in circumstances which present special hardship.  The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions.  Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception.  Notwithstanding the foregoing, however, no exception to a provision of the Code shall be granted where such exception would result in a violation of Rule 17j- 1 or Rule 204A-1.   Each exception shall be reported to the Board of the Company at the next regularly scheduled meeting of the mutual fund’s Boar d.
 
- 15 -

 
Exhibit p 1
 
EXHIBIT A
 
Acknowledgement of Receipt of the Code of Ethics and related policies

New York Life Investments Funds Code of Ethics
NYLIM LLC inside information policy and procedures
NYLIM LLC Information Barrier Policy and Procedures
NYLIM Holdings LLC gift & entertainment policy
Integrity – Standards of Business Conduct

I hereby certify that I have received a copy of the New York Life Investments Funds Code of Ethics and other policies listed above, have read and am subject to the Code and these other policies, and understand the relevant requirements.

       
   
(Signature)
 
 
 
Name and Title    
 
     
 
Department
 
     
 
Date
 
 
 
Received By:
 
 
Name and Title
 
     
 
Department
 
     
 
Date
 
 
 
 

 

EXHIBIT B

Annual Certification of Compliance with the
New York Life Investments Funds Code of Ethics
nylim LLC inside information policy and procedures
NYLIM  LLC Information Barrier Policy and Procedures
Integrity – Standards of Business Conduct

I hereby certify that I have received read and understood the Code and policies listed above.  I further certify that I have complied with and will continue to comply with each of the provisions of the Code and policies to which I am subject.

       
   
(Signature)
 
 
 
Name and Title    
 
     
 
Department
 
     
 
Date
 
 
 
Received By:
 
 
Name and Title
 
     
 
Department
 
     
 
Date
 
 

 
EXHIBIT C
 
NEW YORK LIFE INVESTMENTS
Personal Securities Trading Preclearance Request Form
 
EMPLOYEE NAME: 
   

Broker
   
     
Brokerage Account Number   
   
     
Received By (name/title)
   
     
Date Received
   
 
TRADES MUST BE MADE ON THE SAME DAY THAT APPROVAL IS RECEIVED.

DATE
 
NAME OF
SECURITY
 
# OF SHRS,
PRINCIPAL
AMOUNT, ETC.
 
APPROX
PRICE
 
SYMBOL
OR
CUSIP #
 
SEC.
MKT. 
CAP.
 
PURCHASE
/SALE  
 
DIRECT
OWNERSHIP
(D)
FAMILY (F)
CONTROL (C)
 
 
APPROVED/
DENIED
                                 
                                 
                                 
                                 
                                 
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 

The person indicated above has stated and represents that:
 
(a)
he/she has no inside information (including information relating to planned securities transactions by NYLIM) relating to the above referenced issuer(s);
 
(b)
there is no conflict of interest in these transactions with respect to Company portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and
 
(c) 
these securities are not initial public offerings or private placements.

 
 

 

EXHIBIT D
 
ACCESS PERSON INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
 
Statement to New York Life Investments by ______________________________ (Please print your full name) *

Date of Becoming an Access Person: * *  _____________ (Initial Report)
December 31, 200___ (Annual Report)

As of the date appearing above, the following are each and every Covered Security and securities account in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the Access Person or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the Funds’ Code of Ethics

This report need not disclose Covered Securities held in any account over which the Access Person has no direct or indirect influence or control.

Name of Security
 
Exchange Ticker
Symbol
or CUSIP
 
Broker, Dealer or
Bank
where Security Held
 
No. of Shares 
and Principal Amount
 
Nature of Interest 
(Direct Ownership, 
Family Member, Control, Etc.)
                 
                 
                 
                 
                 
                 
 
  
 
  
 
  
 
  
 
 
Note:
In lieu of an Access Person listing on this form each security held as of year-end, he/she may attach as an exhibit to this document, an annual statement(s) for every bank or brokerage account as to which the Access Person has a Beneficial Ownership interest in securities.  Notwithstanding this accommodation, it is the Access Person’s sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses all relevant securities holdings.
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
**
Please see the definition of Access Person in the Funds’ Code.
 
 
Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities) are held for my direct or indirect benefit (“Securities Account”) as of the date appearing above:
 
Name of Broker, Dealer or Bank with which
Account Is Held
 
Date Account Established
 
Account Number
         
         
         
         
         
         
         
 
  
 
  
 
I certify that the securities listed above are the only Covered Securities in which I have a direct or indirect Beneficial Ownership interest.

I further certify that the accounts listed above are the only Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by New York life Investment Management LLC to a brokerage services company to be named by the Compliance Officer (the “Company”), who will provide the New York Life Investments Compliance Department with a report of all known brokerage accounts held by me or my spouse, if applicable.  During this time, the Company will agree that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (third parties) without prior written consent of New York Life Investments and the employee. Notwithstanding the foregoing, I understand however that the Company is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by New York Life Investments in its commitment to ensure compliance with federal securities laws.
 
Access Person Signature: ____________________
   
Date of Submission: ________________________
   
     
Received By (Name/Title): ___________________
 
Reviewed By (Name/Title): __________________
Signature: ________________________________
 
Signature: ________________________________
Date Received: ____________________________
 
Date Reviewed: ___________________________

 
 

 

EXHIBIT E
 
QUARTERLY TRANSACTIONS REPORT
 
Statement to New York Life Investments by ____________________(Please print your full name) *
 
For the Calendar quarter ended  _________________________
 
As of the date appearing above, the following are each and every transaction in a Covered Security in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same house-hold, including any account in which the Access Person or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the Funds Code of Ethics .
 
This report need not disclose transactions in Covered Securities in any account over which the Access Person * * has no direct influence or control.

Name of Security
 
Amount (No.
of Shares or
Principal
Amount)
 
Exchange Ticker
Symbol or
CUSIP
 
Interest Rate/
Maturity Date (if
applicable)
 
Trade
Date
 
Nature of Transaction
(Purchase, Sale,
Etc.)
 
Price
 
Nature of Interest
(Direct Ownership,
Spouse, Control, Etc.)
 
Firm Through 
Which Transaction 
Was Effected
                                 
                                 
                                 
                                 
 
If no transactions in Covered Securities occurred, please insert “NONE” here: ________
 

*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
   
**
Please see the definition of Access Person in the Funds’ Code.

 
In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to New York Life Investment Management LLC any material interests in my Covered Securities which might reasonably have been expected to involve a conflict with the interests of the Company.   Also, I have disclosed all my Covered Securities to the Company. The names and affiliations of family members (see above) who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of New York Life Investments personnel in the discharge of their duties are as follows:
 
Names
 
Affiliations
     
     
 
  
 

Date of Submission: ________________________________________
 
Access Person Signature: _____________________________________

Received By (Name/Title): _______________________

Signature: __________________________________

Date Received: _______________________________________
 

 
EXHIBIT F
 
Address(es) to which Access Person’s duplicate broker confirmations/statements
should be sent:
 
New York Life Investment Management LLC
169 Lackawanna Avenue
PO Box 424
Parsippany, New Jersey, 07054-0424
Attn: Compliance Department

 
 

 
Exhibit p 2

 

 
 

 
 

 
 
New York Life Investment Management Holdings LLC
Code Of Ethics
 










All recipients of the Code should read it carefully, retain it for future reference and abide by its requirements.  Should you have a question as to your status under the code, contact Compliance immediately.
 
Amended 1/2011

 
 

 
 
Table of Contents
 
Section
   
Page
Section 1.
 
Statement of General Fiduciary Principles
1
Section 2.
 
Definitions
5
Section 3.
 
Personal Investment Activities - Restrictions and Monitoring Procedures
9
Section 4.
 
Recordkeeping and Reporting
14
Section 5.
 
Administration
17
 
 
 
Exhibits
 
   
Identification of Access Person Categories
Exhibit A
   
List of Affiliated Fund Shares
Exhibit B
   
Acknowledgement of Receipt of the Code of Ethics and related policies
Exhibit C
   
Annual Certification of Compliance with the
NYLIM Holdings LLC Code of Ethics
Exhibit  D
   
Personal Securities Trading Preclearance Request Form
Exhibit  E
   
Employee Initial/Annual Securities Holdings Report and Certification
Exhibit F
   
Quarterly Transactions Report
Exhibit G
   
Compliance Addresses for Duplicate Confirmations
Exhibit H
   
Conflicts of Interests Questionnaire
Exhibit I
 
 
 

 
 
Section 1.      Statement of General Fiduciary Principles and Standards of Business conduct  


1.1            General Statement
 
This Code of Ethics (“Code”) has been issued by New York Life Investment Management Holdings LLC (“NYLIM Holdings”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all Employees of NYLIM Holdings and its divisions and subsidiaries (collectively, “New York Life Investments” or the “Company”) 1 .  It is also intended to ensure that all Employees of the Company comply with Federal Securities Laws.   The Code provides each Employee with specific guidance concerning personal security investments and the responsibilities associated with that activity. Some provisions of the Code, particularly with respect to personal trading, only apply to Access Persons, as defined herein and do not apply to all Employees of the Company.  Status as an Access Person will depend on a person’s specific title, functions, duties, activities, and access to information.  Exhibit A to this Code includes a list of certain categories of Employees and departments whose Employees will be considered Access Persons.
 
The Company requires that all Employees observe the applicable standards of duty and care set forth herein.  An Employee may not evade the provisions of the Code by acting through another person, including a friend, relative or other, to act in a manner which is prohibited.
 
Company Management believes that the Company’s own mutual funds provide a broad range of investment options to meet employee investment needs. We encourage Company employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

The Company is entrusted with the assets of our Clients for investment purposes. This fiduciary relationship requires Company personnel to place the interests of our clients before their own and to avoid even the appearance of a conflict of interest. Persons subject to this Code must adhere to this general overriding principle as well as comply with the Code’s specific provisions. This is how we earn and keep our Clients’ trust.

As a fundamental requirement, the Company demands the highest standards of ethical conduct on the part of all its Employees.  All Employees must abide by this basic standard and never take inappropriate advantage of their position with the Company.
 
1.2         Principles and Standards of Business Conduct

The following general fiduciary standards and standards of business conduct shall govern personal investment activities and the interpretation and administration of this Code:
 
_____________________
1 For purposes of this Code, New York Life Investments includes the following NYLIM Holdings entities: Madison Square Investors LLC, Madison Capital Funding LLC, NYLIM Service Company LLC, NYLIFE Distributors LLC, NYLCAP Manager LLC, New York Life Investments, New York Life Investments International Ltd., and the following New York Life Insurance Company subsidiary: New York Life Trust Company.  MacKay Shields LLC, Institutional Capital LLC and McMorgan & Co. LLC, directly owned subsidiaries of NYLIM Holdings, administer their own Codes of Ethics. Private Advisors, LLC, a majority- owned subsidiary of NYLIM Holdings, also administer its own Code of Ethics.
 
-1-

 
 
 
-
The interests of Clients must be placed first at all times;
 
 
-
All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
 
 
-
Access Persons should not take inappropriate advantage of their positions; and
 
 
-
Access Persons must comply with applicable federal securities laws.

It shall be a violation of this Code and its procedures, for any Employee of the Company, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by any client including a registered investment company or other entity (collectively a “Client”):

 
-
to employ any device, scheme or artifice to defraud any Client for which the Company serves as an investment adviser or sub-adviser;
 
 
-
to make to the Client any untrue statement of a material fact,  or to omit to state to the Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
 
 
-
to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or
 
 
-
to engage in any manipulative practice with respect to the Client.
 

It shall also be a violation of this Code and its procedures, for any Employee of the Company to engage in any manipulative practice with respect to securities or any other investments, including, without limitation, price manipulation and the spreading, misuse or malicious use of false rumors.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Employees from liability for personal trading or other conduct that violates a fiduciary duty to Clients.

In addition to this Code, employees of New York Life Insurance Company and its subsidiaries are also required to adhere to the policies contained in “ Integrity – Standards of Business Conduct ”.

1.3            Conflicts of Interest
 
As part of this ongoing responsibility, each Employee has the duty to disclose to the Company any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with the Company or its Affiliates and that does business with the Company or that otherwise presents a possible conflict of interest as described herein.  Disclosure should be timely so that the Company may take action concerning any possible conflict, as it deems appropriate.  It is recognized, however, that the Company has or may have business relationships with many organizations and that a relatively small interest in publicly traded securities of an organization does not necessarily give rise to a prohibited conflict of interest.
 
1.4            Board Membership
 
Except as described in Section 1.6 hereof, it is considered generally incompatible with the duties of an Employee of the Company for that Employee to assume the position of director of a corporation not affiliated with the Company.  A report should be made by an Employee to the CCO and the Employee’s supervisor of any invitation to serve as a director of a corporation that is not an Affiliate and the person must receive the approval of their supervisor and the CCO prior to accepting any such directorship.  In the event that approval is given, the CCO shall immediately determine whether the corporation in question is to be placed on the Company’s Restricted List.
 
 
-2-

 
 
1.5            “Other” Business Interests
 
Except as described in Section 1.6 herein, it is considered generally incompatible with the duties of an Employee of the Company to act as an officer, general partner, consultant, agent, representative or employee of any other business, other than an Affiliate.  A report should be made of any invitation to serve as an officer, general partner, consultant, agent, representative or employee of any business that is not an Affiliate and the person must receive the approval of their supervisor.  Any Employee who is Director or above must also receive the approval of the CCO prior to accepting any such position.  In the event that approval is given, the CCO and the Employee’s supervisor shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.
 
1.6            Permissible Outside Activities
 
Employees who, in the regular course of their duties relating to the Company’s private equity/venture capital advisory and investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a privately-held business may do so with the prior written approval of their department head after consultation with the CCO.  Similar positions with public companies may interfere with the Company’s advisory activities.  Consequently, it is not expected that such positions will be assumed absent unusual circumstances that will benefit Clients.  In the event that such unusual circumstances are present, the department head and the CCO shall collectively decide whether the assumption of the position is in the best interest of the Company’s clients.
 
1.7            Conflicts of Interest Questionnaire
 
Initially and annually thereafter, a “Questionnaire on Conflicts of Interest,” in substantially the form attached as Exhibit I hereto, shall be distributed to each Employee for completion and filing with the CCO or his or her designee.  Each Employee shall promptly supplement the annual questionnaire as necessary to reflect any material changes between annual filings.
 
1.8            Gifts and Entertainment
 
Employees are subject to the NYLIM Holdings LLC Gift and Entertainment Policy and should refer to that Policy for guidance with respect to the limits on giving and receiving gifts or entertainment to or from third parties that do business with the Company, its Affiliates, or its Clients.  Employees who are Registered Representatives are also subject to limitations on giving or receiving gifts that are imposed by the Rules of Conduct of the Financial Industry Regulatory Authority (“FINRA”).
 
1.9            Insider Trading

Employees may not trade on inside information ( i.e. , material non-public information 2 ) or communicate such information to others.   An Employee who believes that he or she is in possession of inside information should contact the CCO or LCO immediately.  Please refer to the New York Life Investment Management LLC Inside Information Policy and Procedures (the “NYLIM Inside Information Policies and Procedures”) and the New York Life Investment Management LLC Information Barrier Policy and Procedures (the “NYLIM Information Barrier Policy”) for specific guidelines governing inside information.
 
___________________
2 Material information generally is that which a reasonable investor would consider significant in making an investment decision.   Nonpublic information is any information which has not been disclosed to the general public.  Information is considered public when it is widely disseminated; e.g. disclosure in the news media or company filings.
 
-3-

 
 
1.10
Portfolio Holdings Disclosure

It is the Company’s policy to protect the confidentiality of Fund holdings and to prevent the selective disclosure of non-public information concerning Affiliated Funds.  All portfolio information regarding the Funds is subject to the Policy and Procedures Concerning Selective Disclosure of Mutual Fund Portfolio Holdings (“Selective Disclosure Policy”).  Annually, all Employees must acknowledge that they have read this Policy and that they have not disclosed portfolio holdings in any manner prohibited by the Policy.  Please refer to the Policy for specific guidelines governing portfolio holdings information.   A violation of the Policy on selective disclosure is considered a violation of this Code.
 
1.11            Excessive Trading

Employees are prohibited from short-term trading or excessive trading of  mutual funds advised or subadvised by the Company (“Affiliated Funds”), other than those that permit such trading, and must comply with any trading restrictions established by the Company to prevent market timing of these funds.  Please refer to Section 3 for specific guidelines governing Affiliated Funds.

 
-4-

 

Section 2      Definitions  


“Access Person” - shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act and as set forth in Rule 204A-1 of the Advisers Act and shall include:
 
 
-
an officer 2 or director of New York Life Investments;
 
 
-
any “Supervised Person” of New York Life Investments who has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any Affiliated Fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public.
 
Also, employees in certain departments may also be deemed Access Persons.  Please refer to Exhibit A for more information.

“Affiliate” - any person directly or indirectly controlling, controlled by or under common control with such other group.
 
“Affiliated Fund” - an investment company advised or subadvised by the Company and any investment company whose investment adviser or principal underwriter is controlled by or under common control with the Company.
 
“Affiliated Fund Shares” - shares of an Affiliated Fund.
 
“Automatic Investment Plan” – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

“Beneficial Ownership” - shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder.  A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities.  A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person.  A person also has a beneficial interest in securities held: (i) by a trust in which he or she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; or (vi) by a holding company that he or she controls.
 
_____________________
2
“Officer” for the purposes of the Code encompasses all New York Life Investments Executive Employees, (i.e.  Director or higher), the Secretary, Controller, and any other New York Life Investments officer who performs policy-making functions.
 
 
-5-

 
 
 “Cashless Exercise” - Transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.
 
 “Chief Compliance Officer” or “CCO” - the Company’s Chief Compliance Officer.
 
“Client”   - any client of the Company, including a registered investment company (mutual fund) or other person or entity.
 
“Code”   - means this Code of Ethics.
 
“Covered Security”   - any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

“Discretionary Managed Account” – an account managed on a discretionary basis by a person other than such Employee over which an Employee certifies that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein and documentation describing that relationship has been submitted to and approved by the New York Life Investments Compliance Department.

“Dividend Reinvestment Plan” – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

  “Employee” - any person employed by New York Life Investments, Madison Square Investors LLC, and any person who is an Access Person of the Company as defined in herein.  Temporary employees and outside consultants who work on-site at New York Life Investments and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of securities in portfolios managed by the Company may be subject to this Code, as determined by New York Life Investments Compliance.
 
“Employment Date” - the date on which the Employee commenced working for the Company.
 
“Employee Stock Option Plan” – C ontracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.
 
“Employee Stock Purchase Plan” - An organized plan for employees to buy shares of their company’s stock.
 
“Excepted Securities” - Securities not covered by this Code include the following:
 
 
-
direct obligations of the U.S. Government;
 
 
-6-

 
 
 
-
bankers’ acceptances;
 
 
-
bank certificates of deposit;
 
 
-
commercial paper;
 
 
-
high quality short-term debt instruments, including repurchase agreements;
 
 
-
shares issued by open-end mutual funds not advised or subadvised by the Company; and
 
 
-
interests in qualified state college tuition programs (“529 Plans”).
 
“Exchange Traded Fund” – An exchange-traded fund, or ETF, represents shares of ownership in either fund, unit investment trust, or depository receipts that hold portfolios of common stocks that are included in a selected index, either broad market, sector or international.  ETFs trade throughout the day on an exchange.

“Federal Securities Laws” - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
 
“Front Running”   - the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a client’s transaction in the underlying security by or on behalf of the Client.
 
“Immediate family”   - any of the following relatives: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships sharing the same household.  The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”

“Initial Public Offering” - an offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
“Insider Trading” - the purchase or sale of securities of a public company while in possession of material, non-public information or communicating such information to others.
 
“Investment Company Act”   - the Investment Company Act of 1940, as amended.
 
“Investment Club” - a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.
 
“Investment Personnel” - Employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for Client Accounts (i.e., portfolio managers, traders and analysts).
 
“Local Compliance Officer” or “LCO” - the applicable designee of the Company’s Chief Compliance Officer .
 
 
-7-

 
 
“New York Life Investments” - includes the following NYLIM Holdings entities: Madison Square Investors LLC, Madison Capital Funding LLC, NYLIM Service Company LLC, NYLIFE Distributors Inc., NYLCAP Manager LLC, and New York Life Investments. as well as the following New York Life Insurance Company subsidiaries: New York Life Trust Co. FSB and New York Life Trust Company.
 
 “Pending Buy or Sell Order ” - both an order placed with a broker to buy or sell a security or an internal decision by a Company Employee to buy or sell a security.
 
“Private Placement”   - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.
 
“Restricted List” – a listing of securities maintained by the CCO or LCO in which trading by Employees is generally prohibited.
 
“Registered Representative” - an Employee who is registered as such with a member firm of the Financial Industry Regulatory Authority (“FINRA”).
 
“Scalping” - buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client’s trades.

“Supervised Person” – An adviser’s supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control.
 
 
-8-

 

Section 3.      Personal Investing Activities - Restrictions  and Monitoring Procedures


3.1            Preclearance Generally
 
Preclearance of personal securities transactions allows the Company to prevent certain trades that may conflict with client trading activities.  To help prevent Front Running, Scalping, and other trading abuses and actual or potential conflicts of interest, no Employee of the Company (or account in which an Employee has any direct or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of the CCO or LCO (except pursuant to the exceptions in Section 3.2 below).  Accordingly, each Employee must submit their request to purchase or sell Covered Securities through the Employee Personal Securities Transaction Preclearance System (the “EPSTP System”) via the Company’s Intranet.   Automated feedback will be provided to the Employee as to whether the request is approved or denied.
 
In the event that the EPSTP System is unavailable, Employees must file a request with the CCO or LCO (in writing, preferably via electronic mail), in substantially the form of Exhibit E (“Preclearance Form”) before completing any transaction in Covered Securities.  The final determination shall be noted by the CCO or LCO on the Request Form and dated and communicated to the Employee who submitted the request.
 
The authorization given through the EPSTP System or by the CCO or LCO is effective, unless revoked, only for the calendar day that the request was submitted and ultimately approved.  If the transaction is not executed on that same day, a new request must be filed and another authorization must be obtained.
 
3.2            Exceptions to Pre-Clearance Requirements
 
3.2.1           Pre-clearance is not required with respect to any transaction:
 
 
a.
in Discretionary Managed Accounts;
 
 
b.
by employees of the New York Life Insurance Company who are directors of New York Life Investments, who do not have access to information about the Company’s purchases and sales of securities.
 
 
c.
that is non-volitional in nature : e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
d.
in automatic purchases under DRIPs, ESPPs or similar accounts; or
 
 
e.
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
f.
in securities that are Excepted Securities; or
 
 
g.
in government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 
 
-9-

 
 
 
h.
in municipal (“muni”) bonds; or
 
 
i.
in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 
3.2.2         In addition, authorization given for initial and subsequent purchases or sales of DRIPS or ESPP will not be subject to the one day authorization provision since transactions in these programs usually take place on a periodic pre-determined basis.
 
3.3            Restricted List
 
No Employee may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company’s Restricted List.  Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the CCO.
 
3.4
Front Running and Scalping

Notwithstanding anything expressly stated in the Policy, no Covered Securities may be purchased or sold by any Employee if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for a Company Client.
 
3.5            Maximum Trades and Trade Requests per Quarter
 
While there is no maximum limitation on the number of trades that an Employee may execute per quarter or trade requests that an Employee may submit per quarter, the Code grants the CCO or LCO the power to impose such a limitation on any Employee if it is believed to be in the best interest of the Company or its Clients.
 
3.6            Trading / Black-Out Periods
 
3.6.1
No Access Person may acquire or dispose of beneficial ownership in Covered Securities (other than Excepted Securities) that the Company is purchasing or selling for any Client or proposes to purchase or sell for any Client where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Client;
 
3.6.2
No Access Person may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) on a day when there is a Pending Buy or Sell Order for a Client of the Company.
 
3.6.3
3.6.3
No Investment Personnel may acquire or dispose of beneficial ownership in a Covered Security (other than an Excepted Security) if any purchase or sale of such securities has been made for a Company Client account in the prior seven calendar days or can reasonably be anticipated for a Company Client account in the next seven calendar days.
 
3.7
Exceptions to Trading/Blackout Period
 
Exceptions may be granted to the black-out period set forth in paragraph 3.6.3 above in the event that the contemplated transaction involves (i) 500 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion; or (ii) the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization, if the issuer has market capitalization (outstanding shares multiplied by the current market price per share) less than $5 billion.
 
 
-10-

 
 
3.8            Use of Brokerage for Personal or Family Benefit
 
No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through the Company’s traders.  Employees must effect such trades through their personal broker-dealers.  In addition, no Employee may, for direct or indirect personal or a family member’s benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of the Company or any Employee’s influence (implied or stated) with the Company.
 
3.9            Initial Public Offerings
 
No Access Person (or Employees who are Registered Representatives) may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the CCO.
 
3.10            Private Placements
 
No Access Person may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the CCO.   (Note that pre-approval will generally not be granted if the Private Placement involves a private investment company ( e.g. , a “hedge fund”) that invests in open-end investment companies other than money market funds or equivalents).   All Access Persons who have obtained prior approval and made an investment in a Private Placement must disclose that investment if that Access Person plays a part in any subsequent consideration of an investment in the issuer on behalf of Client accounts.  Under such circumstances, the Company’s decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.
 
3.11
Options

It shall be prohibited for Investment Personnel to trade in options with respect to individual securities covered under this Code.  Transactions in index options effected on a broad-based index are permitted.

3.12            Short-Term Trading / Sixty Day Holding Period
 
No Access Person may profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within sixty calendar days.  The 60-day holding period is measured from the time of the most recent purchase of shares of the relevant Covered Security by the Employee.  Violations may result in disgorgement of the profit to the Client or to a charity of the Company’s choice.  Exceptions may be made by the CCO or LCO to accommodate special circumstances.
 
Notwithstanding the above, an Access person who receives a grant of options through an Employee Stock Option, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, so long as such transactions are precleared as required under Section 3.1.

3.13            Investment Clubs
 
Access Persons and members of their immediate family may not participate in Investment Clubs.  In certain limited instances, exceptions may be granted on a case-by-case basis, e.g., where the person was a member of the Club prior to the adoption of this Policy or was a member of the Club for at least six months before his or her Employment Date.  If an exception is granted, Access Persons or their immediate family members who are granted an exception must direct that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit H hereto.  Investment Club transactions will be monitored by the CCO or LCO, and may be subject to the pre-clearance requirements of Section 3.1 above, if necessary to prevent abuses of the Code or this Policy.
 
 
-11-

 
 
Employees who are not Access Persons and their family members may participate in an Investment Club provided (i) the employee promptly discloses the membership to the CCO, ii.) the employee provides sufficient information about the investment club as requested and (ii) directs that all confirmations and account statements relating to investments recommended or made by the Investment Club be promptly submitted to the CCO or LCO, at the addresses provided in Exhibit H hereto.
 
3.14      Other Exceptions
 
The restrictions with respect to: Section 3.3 Restricted List, Sections 3.6 Trading/Black-out Periods, Section 3.12 Short-term trading, and Section 3.13. Investment Clubs do not apply to transactions:
 
 
-
in Discretionary Managed Accounts;
 
 
-
by employees of the New York Life Insurance Company who are directors of New York Life Investments, who do not have access to information about the Company’s purchases and sales of securities.
 
 
-
non-volitional in nature : e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro-rata distributions to all holders of a class of securities, gifts, inheritances, margin/maintenance calls (where the securities to be sold are not directed by the covered person), and sales pursuant to regulated tender offers; or
 
 
-
DRIPs or ESPPs; or
 
 
-
any transactions in Exchange Traded Funds (“ETFs”) representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s; or
 
 
-
in securities that are Excepted Securities; or
 
 
-
in government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 
 
-
in municipal (“muni”) bonds: or
 
 
-
in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.
 
3.15            Affiliated Fund Shares
 
The following provisions apply to all Affiliated Fund Shares held by an Employee, including, but not limited to, shares owned through a 401(K) plan or similar account, or through a variable insurance product.
 
 
-12-

 

 
No Employee shall purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same Affiliated Fund (of which such Employee has a beneficial ownership interest) within 30 days.  The 30-day holding period is measured from the time of the most recent purchase of shares of the relevant Affiliated Fund by the Employee.  Waivers of this requirement may be granted in cases of death, disability, or other special circumstances by the CCO and in accordance with the Fund’s Policy and Procedures to Detect and Prevent Market Timing.  Violations may result in disgorgement of the profit to the relevant Affiliated Fund.
 
None of the above-specified restrictions on short-term trading in Affiliated Fund shares shall apply to the following transactions:
 
-
Purchases or sales effected in any account over which the Employee has no direct or indirect influence or control (for example, blind trusts or discretionary accounts where the Employee and the investment advisor agree in writing to abide by these restrictions in a manner approved by the CCO or LCO;
 
-
Purchases or sales that are non-volitional on the part of the Employee;
 
-
Purchases that are effected as part of an automatic dividend reinvestment plan, an automatic investment plan, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs (both employee initiated and/or employer matching)), an employee stock purchase plan or program, or other automatic stock purchase plans or programs;
 
-
Sales that are part of an automatic withdrawal plan or program, including loans, withdrawals and distributions from 401(k) plans or programs; or
 
-
Purchases or sales with respect to Affiliated Fund Shares of a taxable or tax-exempt money market fund.
 
 
 
-13-

 
 
Section 4.      Recordkeeping and Reporting Requirements


4.1            Privacy Statement
 
The Company recognizes the sensitivity and personal nature of information collected under the Code, and the interests of Employees in maintaining their privacy regarding this information.  New York Life Investments Compliance personnel will take all necessary steps designed to ensure that all reports disclosing personal securities holdings, requests for preclearance of transactions and other information filed by Employees under the Code will be treated as confidential, subject only to the review provided in the Code or forms thereunder and review by the Securities and Exchange Commission and other regulators.
 

4.2             Initial Holdings and Account Reports
 
At the time of becoming an Employee, but in no case later than 10 days from the Employment Date (30 days for Employees who are not Access Persons), every new Employee shall submit to the CCO or LCO, a report in substantially the form of Exhibit F (“Employee Initial/Annual Securities Holdings Report and Certification”), disclosing every Covered Security and Affiliated Fund in which that Employee has a direct or indirect Beneficial Ownership interest as of the Employment Date.  The holdings information must be current as of a date no more than 45 days prior to the employment date.  Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts (e.g., wrap accounts), in which case the Employee must certify that he or she has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein.  Documentation describing that relationship must be submitted to and approved by New York Life Investments Compliance.  Additionally, each new Employee shall file a report in substantially the form of Exhibit C, (“Acknowledgement of Receipt of the Code of Ethics and Related Policies”), indicating that the Employee has received, read, understood and will comply with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the Selective Disclosure Policy.

 
4.3            Quarterly Reporting and Account Reports
 
Every Access Person shall file with the CCO or LCO a report within 30 calendar days following the end of each calendar quarter reflecting all transactions in any Covered Security and Affiliated Fund 3 in which an Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must confirm that there were no such transactions in the applicable calendar quarter.  Employees must complete this requirement electronically through the EPSTP System via the the Company’s Intranet.
 
In the event that the EPSTP System is unavailable, Access Persons shall file with the CCO or LCO a report substantially the form of Exhibit G (“Quarterly Transactions Report”).
 
____________________
3
New York Life Investments Compliance receives information on holdings and transactions in Affiliated Fund Shares held through the 401(k) plan directly from the Company’s 401 (k) plan sponsors.  Therefore, reporting relating to these holdings and transactions need not be provided directly from the Employee.
 
 
-14-

 
 
Failure to complete the quarterly certification will be considered a violation of the Code.

4.4            Annual Reporting
 
At the end of each calendar year, but in no case later than January 30 th of the following year, every Employee shall submit to the CCO or LCO, a report disclosing every Covered Security and Affiliated Fund in which that Employee has a direct or indirect Beneficial Ownership interest as of year-end.  Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held.  Such accounts include Discretionary Managed Accounts.
 
In addition, each Employee shall file annually a certification indicating that the Employee has received, read, understood and complied with the Code, the NYLIM Inside Information Policy, the NYLIM Information Barrier Policy, the NYLIM Holdings LLC Gift & Entertainment Policy and the Selective Disclosure Policy for the calendar year.  Employees must complete these requirements electronically through the EPSTP System via the Company’s Intranet.
 
In the event that the EPSTP System is unavailable, Employees shall file with the CCO or LCO a report substantially the form of Exhibit F (“Employee Initial/Annual Securities Holdings Report and Certification”) and Exhibit D (“Annual Certification of Compliance”).
 
4.5            Duplicate Confirmations
 
Each Employee shall provide the Compliance Department with sufficient information (as outlined in Exhibit F, (“Employee Initial/Annual Securities Holdings Report and Certification”) so that Compliance can arrange for prompt filing by the broker, dealer and bank (where the bank account is used as a brokerage account) with the CCO or LCO of duplicate confirmations of all trades of Covered Securities and quarterly account statements.  The duplicates shall be mailed to New York Life Investments at the applicable address listed in Exhibit H hereto.
 
4.6            New Accounts
 
Each Employee shall promptly notify the CCO or LCO of any new account opened with a broker, dealer or bank (where the bank account is used as a brokerage account).  Such accounts include Discretionary Managed Accounts.  Such notification shall be mailed to New York Life Investments at the applicable address listed in Exhibit H hereto.

4.7            Reporting of Code Violations
 
Each Employee shall promptly notify the CCO or LCO of any violation of the Code.

4.8            New York Life Investments Record-keeping
 
The Company is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Employees have direct or indirect Beneficial Ownership.
 
The CCO or the LCO must maintain all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Access Persons for a minimum period of five years.  Acknowledgements of the Code will be maintained for five years after the individual ceases to be an Employee.
 
 
-15-

 
 
4.9            Personal Record Keeping
 
Each Employee of the Company is to maintain records adequate to establish that the individual’s personal investment decisions did not involve a conflict with the requirements of the Code.  Generally, such records would include copies of the Employee’s pre-clearance authorizations, brokerage confirms and brokerage statements, if any.  If there is any question as to whether a proposed transaction might involve a possible violation of the Code, the transaction should be discussed in advance with the CCO or LCO.
 
 
-16-

 
 
Section 5.      Administration  

 
5.1            Mutual Fund Code of Ethics
 
Certain New York Life Investments Employees may owe a specific duty of care to each mutual fund Client based on the Employee’s status as an Access Person of that mutual fund.  It has been determined that each Employee’s compliance with the Company’s Code will also satisfy the requirements of Rule 17j-1 of the Investment Company Act as well as any mutual fund that the Company presently advises or sub-advises.
 
5.2            Sanctions and Review
 
Upon discovering a violation of the Code, the Company shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal etc.).  Following those corrective efforts, the CCO may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate.  The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, the reversal of trades, disgorgement of profits, payment of fines, suspension of trading privileges or, in more serious cases, suspension or termination of employment.  It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance).  In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

5.3            Review by CCO
 
The CCO will provide to the Board of each mutual fund Client, on a quarterly basis, a written report describing issues arising under the Code since its last report, including but not limited to information about material violations of the Code by Access Persons and sanctions imposed in response to such violations.

5.4
Monitoring

The Company has delegated administration and enforcement of this Code to New York Life Investments Compliance.  Compliance, utilizing the EPSTP System and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code.  Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

5.5            Acknowledgment and Training
 
Each Employee must certify at the time of becoming an Employee and annually thereafter, in substantially the form of Exhibit D hereto, that he or she has read and understood, is subject to and has complied with the Code and its related polices.  Each Employee must attend a Code of Ethics training session conducted by Compliance within a reasonable time period upon becoming an Employee.  Compliance is available to all Employees at all times for questions as to the application of this Code.
 
 
-17-

 
 
5.6            Exceptions
 
The CCO may grant written exceptions to provisions of the Code in circumstances which present special hardship.  The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions.  Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception.  Notwithstanding the foregoing, however, no exception to a provision of the Code shall be granted where such exception would result in a violation of Rule 17j-1 or Rule 204A-1.  To the extent any such exception relates to an Employee who is an Access Person of a mutual fund Client, such exception shall be reported to the Board of such mutual fund Client at the next regularly scheduled meeting of the mutual fund’s Board.
 
 
-18-

 

Exhibit p 2
EXHIBIT A

Categories of Employees and Departments
Whose Employees Will Be Considered Access Persons

All NYLIM Holdings Directors
Securities Operations
   
All New York Life Investments Officers (Director and above)
 
Real Estate (New York Home Office)
Compliance
Fixed Income Investors Group
   
Office of General Counsel
Madison Square Investors LLC Employees
   
Fund Accounting Oversight Group
New York Life Capital Partners
   
Information Technology
Investment Consulting Group
   
New York Life Trust Co. 1
 
Certain departments of New York Life Insurance Company - Treasury, CNTL – Investment Accounting & Reporting, CNTL – Separate Account Management, Corporate Information  (CAMRA Access & Access to New York Life Investments Email), Office of the CIO – L&A (CAMRA & FIRM Access and Equity Analysis) Corporate Compliance (Examiner Users Only)
 
Managed Accounts

 
Departments Whose Employees Generally Will Not Be
Considered ACCESS Persons 2
 

Guaranteed Products
Finance
   
New York Life Retirement Plan
Services -Westwood
 
Retail   Investments
Retirement Services  - Parsippany
Building   Services
   
Service Company
Communications
   
Human Resources
Marketing/Product Development
Madison Capital Funding
 


_______________________  
Although these entities are direct subsidiaries of New York Life Insurance Company, they are operated by employees of New York Life Investments and are therefore covered under this Code.
 
2
An individual’s status as an Access Person will depend on that person’s specific title, functions, duties, activities, and access to information.
 
 
 

 
 
EXHIBIT B
 

List of Affiliated Funds as of January 2011
 

 
Affiliated Fund means an investment company advised or sub-advised by New York Life Investments, currently:
 

 
 
Ø
The MainStay Funds
 
 
Ø
MainStay VP Series Funds
 
 
 

 

EXHIBIT C
 
Acknowledgement of Receipt of the Code of Ethics and related policies

NYLIM Holdings LLC Code of Ethics
 
NYLIM LLC inside information policy and procedures
 
NYLIM LLC Information Barrier Policy and Procedures
 
NYLIM Holdings LLC gift & entertainment policy
 
policy and procedures concerning selective disclosure of mutual fund portfolio holdings
 
Integrity – Standards of Business Conduct


I hereby certify that I have received a copy of the New York Life Investment Management Holdings LLC Code of Ethics and other policies listed above, have read and am subject to the Code and these other policies, and understand the relevant requirements.
 

                                                                
 
     
    (Signature)
     
     
 
Name and Title
 
 
Department
 
 
Date
 


 
Received By:
 
 
Name and Title
 
 
Department
 
 
Date
 

 
 

 
 
EXHIBIT D
 
Annual Certification of Compliance with the
 
NYLIM Holdings LLC Code of Ethics
 
nylim LLC inside information policy and procedures
 
NYLIM LLC Information Barrier Policy and Procedures
 
NYLIM Holdings LLC gift & entertainment policy
 
policy and procedures concerning selective disclosure of mutual fund portfolio Holdings
 
Integrity – Standards of Business Conduct


I hereby certify that I have received read and understood the Code and policies listed above.  I further certify that I have complied with and will continue to comply with each of the provisions of the Code and policies to which I am subject.


 
     
    (Signature)
     
     
 
Name and Title
 
 
Department
 
 
Date
 


 
Received By:
 
 
Name and Title
 
 
Department
 
 
Date
 
 
 
 

 
 
EXHIBIT E
 
NEW YORK LIFE INVESTMENTS
 
            Personal Securities Trading Preclearance Request Form
 
EMPLOYEE NAME:   ____________________________________________________

Broker                                          _______________________________________

Brokerage Account Number    _______________________________________

Received By (name/title)           _______________________________________

Date Received                             _______________________________________
 
TRADES MUST BE MADE ON THE SAME DAY THAT APPROVAL IS RECEIVED.

DATE
NAME OF SECURITY
# OF SHRS, PRINCIPAL AMOUNT, ETC.
APPROX PRICE
SYMBOL OR
CUSIP #
SEC.
MKT.
CAP.
PURCHASE/SALE
DIRECT OWNERSHIP (D)
FAMILY (F)
CONTROL (C)
 
APPROVED/
DENIED
                 
                 
                 
                 
                 
                 

The person indicated above has stated and represents that:
 
(a)
he/she has no inside information (including information relating to planned securities transactions by the Company) relating to the above referenced issuer(s);
 
(b)
there is no conflict of interest in these transactions with respect to Client portfolios (IF A CONFLICT OF INTEREST EXISTS, PLEASE CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY); and
 
(c)           these securities are not initial public offerings or private placements.
 
 
 

 
 
 
EXHIBIT F
 
EMPLOYEE INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
 
Statement to New York Life Investments by __________________________ (Please print your full name) *

Date of Becoming an Employee: **  ____________________________ (Initial Report)
December 31, 200___ (Annual Report)

As of the date appearing above, the following are each and every Covered Security and Affiliated Fund and securities account in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the NYLIM Holdings LLC Code of Ethics

This report need not disclose Covered Securities held in any account over which the Employee has no direct or indirect influence or control.
 
 
Name of Security /
Affiliated Fund
 
Exchange Ticker Symbol
 or CUSIP
 
Broker, Dealer or Bank
where Security Held
 
 
No. of Shares
and Principal Amount
 
Nature of Interest
(Direct Ownership,
Family Member, Control, Etc.)
         
         
         
         
         
         
         
 
_____________________________  
Note:
In lieu of an Employee listing on this form each security held as of year-end, he/she may attach as an exhibit to this document, an annual statement(s) for every bank or brokerage account as to which the Employee has a Beneficial Ownership interest in securities.  Notwithstanding this accommodation, it is the Employee’s sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses all relevant securities holdings.
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
**
Please see the definition of Employee in the NYLIM Holdings LLC Code.
 
 
 

 
 
 
 
Name of any broker, dealer or bank with which I maintain an account in which any securities (including securities that are not Covered Securities and Discretionary Managed Accounts) are held for my direct or indirect benefit (“Securities Account”) as of the date appearing above:
 
Name of Broker, Dealer or Bank with which Account Is Held
Date Account Established
Account Number
     
     
     
     
     
     
     
     
I certify that the securities listed above are the only Covered Securities and Affiliated Funds in which I have a direct or indirect Beneficial Ownership interest.

I further certify that the accounts listed above are the only Securities Accounts in which I have a direct or indirect Beneficial Ownership interest.

I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by New York life Investments to a brokerage services company to be named by the Compliance Officer (the “Company”), who will provide the New York Life Investments Compliance Department with a report of all known brokerage accounts held by me or my spouse, if applicable.  During this time, the Company will agree that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (third parties) without prior written consent of the Company and the employee. Notwithstanding the foregoing, I understand however that the Company is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying New York Life Investments (or its affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a client of the Company. These steps are being taken by the Company in its commitment to ensure compliance with federal securities laws.
 
Employee Signature: ___________________________
Date of Submission: ___________________________
 
 
Received By (Name/Title): ___________________________  Reviewed By (Name/Title): __________________________
Signature: _______________________________________ Signature: _______________________________________
Date Received: ___________________________________ Date Reviewed: ___________________________________
 
 
 

 
 
EXHIBIT G
 
QUARTERLY TRANSACTIONS REPORT
 
Statement to New York Life Investments by ____________________­­­_____________________(Please print your full name) *
 
For the Calendar quarter ended  _________________________
 
As of the date appearing above, the following are each and every transaction in a Covered Security and Affiliated Fund in which I have a direct or indirect “Beneficial Ownership” interest (Covered Securities do not include bank certificates of deposit, open-end mutual fund shares and U.S. Government obligations).  For purposes of this report, the term Beneficial Ownership is very broad and includes, but is not limited to, ownership of securities or securities accounts (including Discretionary Managed Accounts) by or for the benefit of a person, or such person’s “immediate family” sharing the same house-hold, including any account in which the Employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.  The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.   For a more complete definition of these terms, please consult the NYLIM Holdings LLC Code of Ethics .
 
This report need not disclose transactions in Covered Securities and Affiliated Fund Shares in any account over which the Employee * * has no direct influence or control.

Name of Security /Affiliated Fund
Amount (No. of Shares or Principal Amount)
 
 
 
Exchange Ticker Symbol or CUSIP
 
 
 
Interest Rate/ Maturity Date (if applicable)
Trade Date
Nature of Transaction (Purchase, Sale, Etc.)
Price
Nature of Interest (Direct Ownership, Spouse, Control, Etc.)
 
 
 
Firm Through
Which Transaction
Was Effected
                 
                 
                 
                 
_______________________ 
*
This report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in any security to which the report relates.
**
Please see the definition of Employee in the NYLIM Holdings LLC Code.
 
 
 

 
 
If no transactions in Covered Securities and Affiliated Fund Shares occurred, please insert “NONE” here:  _____
 
In connection with any purchases or sales of securities for Clients during the quarter, I disclosed to New York Life Investments any material interests in my Covered Securities and Affiliated Fund Shares which might reasonably have been expected to involve a conflict with the interests of Clients.   Also, I have disclosed all my Covered Securities and Affiliated Fund Shares holdings to New York Life Investments.
 
The names and affiliations of family members (see above) who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of Company personnel in the discharge of their duties are as follows:
 
Names
Affiliations
   
   
   

 
Date of Submission: _____________________________
 
Employee Signature: _____________________________


Received By (Name/Title): ________________________

Signature: ____________________________________

Date Received: ________________________________
 
 
 

 
 
EXHIBIT H
 
Address to which employee’s duplicate broker confirmations/statements
should be sent.
 

New York Life Investments
169 Lackawanna Avenue
P.O. Box 424
Parsippany, New Jersey, 07054-0424
Attn: Compliance Department


 
 

 

 
EXHIBIT I
 
NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC CODE OF ETHICS
CONFLICTS OF INTEREST QUESTIONNAIRE
 

Name:
(PLEASE PRINT)
 
Title:
 
 
Department:
 
 

(Please provide complete details of any “yes” answer)

Affiliations with Outside Business Entities Exclude affiliations with New York Life subsidiaries.

1.
Are you affiliated with any   enterprise as an, in any capacity in which you had the responsibility or ability to influence the management of such enterprise?  Such capacities include, but are not limited to, officer, director, trustee, partner, employee, independent contractor or sole proprietor?
 
 
Yes
No

 
Name of Entity:
 
Nature of Business:
 
Position Held:
 
Period Position Held:
 

 
Is the organization for profit?  Yes_____ No______
 
or for non-profit?  Yes_____ No_____
 
Financial Interests in Outside Business Entities Exclude affiliations with New York Life subsidiaries .

2.
To the best of your knowledge, are you or, any member of your family 1 employed by or serve on the board of directors of, or own, directly or indirectly, a material beneficial financial interest (that is, to your knowledge an ownership interest equal to or greater than 1% of such entity or 10% of your total net worth, whichever is less) in any of the following:
 
__________________________
1 “Family” means an employee’s spouse, child or other relative, whether related by blood, marriage or otherwise.  The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee, such as a “significant other.”
 
 

 


 
a.
a provider of goods and/or services to the Company (e.g., PricewaterhouseCoopers or Staples?)
Yes
No
 
b.
an entity which engages in commercial transactions with the Company other than as a provider as disclosed in 2a?
 
Yes
No
 
c.
a business entity in which the Company also holds a financial interest?
Yes
No
 
d.
a company whose principal business is the issue and sale of life insurance, annuities or long-term care  insurance?
Yes
No
 
e.
an insurance agency, brokerage or insurance consulting firm?
 
Yes
No
 
f.
a mortgage banking concern or mortgage loan correspondent of the Company?
 
Yes
No
 
g.
an investment bank, investment company, investment advisor, broker-dealer or other firm engaged in the business of buying and selling securities or providing investment advice?
Yes
No
 
h.
 
an organization that provides legal, accounting, consulting, training or management services to the financial services industry?
Yes
No
 
i.
a business that has property which is subject to a real estate mortgage held by the Company?
Yes
No
 
(Please provide complete details for any “yes” answer including persons and/or entities involved, dates, and the nature of the relationship or transaction)
 
 
 
 

 
Other Financial Interests
   
3.
To the best of your knowledge, do you or any member of your family hold a financial interest (not disclosed in Section 2) that affects or might appear to affect the discharge of your duties and responsibilities to the Company?
 
 
Yes
No

(Please provide complete details for any “yes” answer)
 
 
 
 

 
 
 

 
 
Compliance with Domestic and Foreign Laws, Rules and Regulations
4.
a.
Have you, directly or indirectly, been involved in any of the following within the past ten years:

   
i.
Anti-trust, copyright, or patent litigation?
 
Yes
No
   
ii.
Civil or criminal action or administrative proceeding charging a violation of a federal or state securities law or regulation?
Yes
No
   
iii.
Any other criminal action or investigation?
 
Yes
No
   
iv.
Representative actions, class actions, or derivative suits?
Yes
No
   
v.
A formal administrative or regulatory action by any regulatory agency or self-regulatory organization?
 
Yes
No
 
b.
Have any punitive, exemplary or extra- contractual compensatory damages been sought, awarded, paid or part of a settlement agreement that has been entered into   within the past five years in connection with   any business activity in which you were involved?
Yes
No
 
c.
Have you, or an organization over which you exercised control, at any time in the past:
 

   
i.
Been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign or military court to: (a) any felony (or its equivalent offense) or (b) any misdemeanor (or its equivalent offense) involving insurance, securities, commodities, banking, real estate or any other investment-related business or activity (collectively, referred to as “investment-related activity”); fraud, false statements or omissions; wrongful taking of property; bribery; perjury; forgery; counterfeiting; extortion; or a conspiracy to commit any of these offenses?
Yes
No
   
ii.
Been charged with any felony or with any misdemeanor specified above in question 4 c. i.?
 
Yes
No
   
iii.
Been found by any domestic or foreign court in a civil action or alternative dispute resolution proceeding, or by any state or federal governmental authority or agency, self-regulatory organization, or any foreign financial regulatory authority to have violated, or been involved in a violation of, any law, rule or regulation involving any investment-related activity, fraud, false statements or omissions, wrongful taking of property or unethical behavior?
 
Yes
No
   
iv.
Been permanently or temporarily enjoined by any domestic or foreign court, state or federal governmental authority or agency, or self-regulatory organization from engaging in any type of business practice or activity (including, but not limited to, any investment-related activity)?  
 
Yes
No
 
 
 

 
 
   
v.
Had an action dismissed pursuant to a consent order or decree, or entered into a settlement agreement, in any domestic or foreign criminal, civil, administrative or regulatory or alternative dispute resolution proceeding brought against you, or an entity over which you exercised control, which was associated with any type of business practice or business activity (including, but not limited to, any investment-related activity)?
Yes
No
 
 
d.
Are you, or based upon the activities that occurred while you exercised control over it is any entity, currently the subject of a pending criminal or regulatory proceeding, which has not been disclosed to the Office of the General Counsel?
Yes
No
 
e.
Has any state or federal governmental authority or agency, or self-regulatory organization (including, but not limited to, the Securities & Exchange Commission, the Commodity Futures Trading Commission, the NASD Regulation, Inc.), or any foreign financial regulatory authority (including, but not limited to the SEC, the Commodity Futures Trading Commission, the NASD Regulation, Inc.) ever:
   
   
i.
Found you to have been involved in a violation of its rules or a cause of an investment related business having its authorization to do business denied, suspended or restricted?
Yes
No
   
ii.
Imposed a civil money penalty on you, or ordered you to cease and desist from any activity?
 
Yes
No
   
iii.
Disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?
Yes
No
   
iv.
Denied, suspended, or revoked your registration or license or otherwise prevented you, by order, from   associating with an investment-related business or restricted your activity?
Yes
No
 
f.
Have you, prior to, or in connection with, the purchase or sale of securities for your own account, or for an account over which you had beneficial control, come into possession of and traded on material, non-public information or disclosed such information to any other person for other than a legitimate business purpose?
 
Yes
No
 
g.
Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
Yes
No
 
h.
Are you now the subject of any civil proceeding formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign financial regulatory authority, or a criminal information or indictment that could result in a "yes" answer to any part of this Question 4?
Yes
No

(Please provide complete details for any “yes” answer)
 
 
 

 
 

 

I hereby certify that, to the best of my knowledge and belief, the foregoing answers, including the details of any affirmative responses made herein, are true and complete and that I shall update these answers promptly with an amended written response as circumstances change during the year.


 
Signature: ______________________________ Date: _______________________
   
   
 
 
 

 
 
  
Exhibit p 4  
 
MACKAY SHIELDS LLC
  
CODE OF ETHICS

All recipients of the Code should read it carefully, retain it for future reference and abide by its requirements.  Should you have a question as to your status under the Code, contact the Legal/Compliance Department immediately.
  
Amended and Restated November 4, 2009
  
 
 

 
  
Table of Contents

Statement of General Fiduciary Principles
 
 
General Statement
4
 
Principles and Standards of Business Conduct
4
 
Conflicts of Interest
5
 
Outside Corporate Board Membership
5
 
“Other” Outside Activities
6
 
Outside Activities Relating to the Company
6
 
Conflicts of Interest Questionnaire
6
 
Gifts and Entertainment
6
 
Insider Trading; Information Barrier
7
 
Confidentiality of Client Information
7
 
Excessive Trading
7
 
Standards of Conduct for Chartered Financial Analysts
8
     
Definitions
 
 
Access Person
8
 
Affiliate
8
 
Affiliated Fund
8
 
Automatic Investment Plan
8
 
Beneficial Ownership
8
 
Cashless Exercise
9
 
Chief Compliance Officer
9
 
Client
9
 
Code
9
 
Covered Security
9
 
Discretionary Managed Account
9
 
Dividend Reinvestment Plan
9
 
Employee
10
 
Employee Stock Option Plan
10
 
Employee Stock Purchase Plan (or ESPP)
10
 
Employment Date
10
 
Excepted Securities
10
 
Exchange Traded Fund (or ETF)
10
 
Federal Securities Laws
10
 
529 Plans
10
 
Front Running
10
 
Immediate Family
10
 
Initial Public Offering
11
 
Insider Trading
11
 
Investment Company Act
11
 
Investment Club
11
 
Legal/Compliance
11
 
Pending Buy or Sell Order
11
  
 
2

 
  
 
Private Placement
11
 
Registered Principal or Registered Representative
11
 
Related Policies
11
 
Restricted List
11
 
Scalping
11
 
Supervised Person
11
 
Watch List
12
     
Personal Investment Activities – Restrictions and Monitoring Procedures
 
 
Preclearance of Trades
12
 
Exceptions to Trade Preclearance Requirements
12
 
Restricted and Watch Lists
13
 
Front Running and Scalping
13
 
Maximum Trades and Trade Requests per Quarter
13
 
Trading/Black-Out Periods
13
 
Considerations and Exceptions to Trading/Black-Out Period
14
 
Use of Brokerage for Personal or Family Benefit
14
 
Initial Public Offerings
15
 
Private Placements
15
 
Short-Term Trading/Sixty Day Holding Period
15
 
Other Exceptions
15
 
Affiliated Fund Shares
16
 
Preclearance of Accounts
16
     
Recordkeeping and Reporting
 
 
Privacy Statement
17
 
Initial Holdings and Account Reports
17
 
Quarterly Transactions and Account Reports
18
 
Annual Reporting
18
 
Electronic Reporting and Certifications
18
 
Duplicate Confirmations
19
 
Reporting of Code Violations
19
 
Recordkeeping
19
     
Administration
 
 
Mutual Fund Code of Ethics
19
 
Sanctions
20
 
Monitoring and Review
20
 
Acknowledgement and Training
21
 
Exceptions
21
     
Exhibits
 

 
3

 
  
1.              Statement of General Fiduciary Principles and Standards of Business Conduct

1.1          General Statement

This Code of Ethics has been issued by MacKay Shields LLC (“MacKay”or the “Company”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all Employees.  It is also intended to ensure that all Employees comply with Federal Securities Laws.  The Code provides each Employee with specific guidance concerning personal security investments and the responsibilities associated with that activity.

MacKay requires that all Employees observe the applicable standards of duty and care set forth herein.  An Employee may not evade the provisions of the Code by acting through another person, including a friend, relative or other, to act in a manner that is prohibited.

 MacKay believes that mutual funds, including those we manage provide a broad range of investment options to meet employee investment needs. We encourage Employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our Clients.

MacKay is entrusted with the assets of our Clients for investment purposes. This fiduciary relationship requires our personnel to place the interests of our Clients before their own and to avoid even the appearance of a conflict of interest. Persons subject to this Code must adhere to this general overriding principle as well as comply with the Code’s specific provisions. This is how we earn and keep our Clients’ trust.

As a fundamental requirement, MacKay demands the highest standards of ethical conduct on the part of all its Employees.  All Employees must abide by this basic standard and never take inappropriate advantage of their position with the Company.

1.2
Principles and Standards of Business Conduct

The following general fiduciary standards and standards of business conduct shall govern personal investment activities and the interpretation and administration of this Code:
  
 
-
The interests of Clients must be placed first at all times;
 
 
-
All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
 
 
-
Employees should not take inappropriate advantage of their positions; and
 
 
-
Employees must comply with applicable Federal Securities Laws.
  
 
4

 
  
It shall be a violation of this Code and its procedures, for any Employee of the Company, in connection with the purchase or sale, directly or indirectly, of any security or other investment held or to be acquired by any client including a registered investment company or other entity (collectively a “Client”):

 
-
to employ any device, scheme or artifice to defraud any Client;
 
-
to make to the Client any untrue statement of a material fact,  or to omit to state to the Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
 
-
to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or
 
-
to engage in any manipulative practice with respect to the Client.

It shall also be a violation of this Code and its procedures, for any Employee of the Company to engage in any manipulative practice with respect to securities or any other investments, including, without limitation, price manipulation and the spreading, misuse or malicious use of false rumors.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Employees from liability for personal trading or other conduct that violates a fiduciary duty to Clients.

1.3          Conflicts of Interest

As part of this ongoing responsibility, each Employee has the duty to disclose to MacKay any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with MacKay or its Affiliates and that does business with MacKay or that otherwise presents a possible conflict of interest as described herein.  Disclosure should be timely so that MacKay may take action concerning any possible conflict, as it deems appropriate.  It is recognized, however, that MacKay has or may have business relationships with many organizations and that a relatively small interest in securities of an organization does not necessarily give rise to a prohibited conflict of interest.

1.4          Outside Corporate Board Membership
  
Except as described in Section 1.6 hereof, it is considered generally incompatible with the duties of an Employee of MacKay for that Employee to assume the position of director of a corporation not affiliated with the Company.  A  request should be made by an Employee to the CCO and the Employee’s supervisor if the Employee seeks to accept any invitation to serve as a director of a corporation that is not an Affiliate and the person must receive the approval of his or her supervisor and the CCO, General Counsel or Deputy General Counsel prior to accepting any such directorship.  For Employees that are Registered Representatives, approval by MacKay’s designated Registered Principal and notification of NYLIFE Distributors LLC is also required. In the event that approval is given, the CCO shall immediately determine whether the corporation in question is to be placed on the Company’s Restricted List.
  
 
5

 
  
1.5          “Other” Outside Activities

Except as described in Section 1.6 herein, it is considered generally incompatible with the duties of an Employee of MacKay to act as an officer, director, general partner, consultant, agent, representative or employee of any other business or entity (including, without limitation, a non-profit, educational or religious institution), other than an Affiliate.  A request should be made by an Employee to the CCO and the Employee’s supervisor if the Employee seeks to accept any invitation to serve as an officer, director, general partner, consultant, agent, representative or employee of any business or entity that is not an Affiliate and the person must receive the approval of his or her supervisor and the CCO, General Counsel or Deputy General Counsel prior to accepting any such position.  For Employees that are Registered Representatives, approval by MacKay’s designated Registered Principal and notification of NYLIFE Distributors LLC is also required. In the event that approval is given, the CCO shall immediately determine whether the business in question is to be placed on the Company’s Restricted List.

1.6          Outside Activities Relating to the Company

Employees who, in the regular course of their duties relating to the Company’s investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a company may do so with the prior written approval of their department head and the CCO.  Recognizing that such positions with public companies may interfere with the Company’s advisory activities, it is not expected that such positions will be assumed absent unusual circumstances that will benefit Clients.  In the event that such unusual circumstances are present, the department head and the CCO shall collectively decide whether the assumption of the position is in the best interest of the Company’s clients.

1.7          Conflicts of Interest Questionnaire

Initially and annually thereafter, a Questionnaire in substantially the form attached as Exhibit A hereto, shall be distributed to each Employee for completion and filing with the CCO or his or her designee.  Each Employee shall promptly supplement the annual questionnaire as necessary to reflect any material changes between annual filings.  In addition, on a quarterly basis, each employee shall file with the CCO or his or her designee the names and affiliations of Immediate Family members who either reside with, or are financially dependent upon, or whose investments are controlled by, the Employee, who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of MacKay personnel in the discharge of their duties. Such report shall be in the form of Exhibit B .

1.8          Gifts and Entertainment

Employees are subject to the MacKay Shields LLC Gift and Entertainment Policy and should refer to that Policy for guidance with respect to the limits on giving and receiving gifts or entertainment to or from third parties that do business with MacKay, its Affiliates, or its Clients.  Pursuant to the Gift & Entertainment Policy, employees may not engage in gift or entertainment activity that would be impermissible under the U.S. Foreign Corrupt Practices Act or any commercial bribery statutes or laws.  Employees who are Registered Representatives are also subject to limitations on giving or receiving gifts that are imposed by the Rules of Conduct of the Financial Industry Regulatory Authority (FINRA). Employees are required to make current and quarterly reports under this Policy and annually, as part of their Code of Ethics certification, must acknowledge that they have read this Policy and have complied with its terms.

 
6

 
  
1.9          Insider Trading; Information Barrier

Employees may not trade on inside information (i.e., material non-public information 1 ) or communicate such information to others.  An Employee who believes that he or she is in possession of inside information should contact the General Counsel or CCO immediately.  In addition, employees are required to observe the restrictions on the communication of investment-related information within the New York Life enterprise. Please refer to the MacKay Shields LLC Insider Trading Policy and Procedures, the MacKay Shields LLC Information Barrier Policy and Procedures and MacKay’s Restricted List Policy and Watch List Policies and Procedures for specific guidelines governing inside information and information barriers.  Annually, as part of their Code of Ethics certification, all Employees must acknowledge that they have read these Policies and have complied with their terms.

1.10        Confidentiality of Client Information

MacKay has developed an Information Security and Privacy Policy, which is designed to: (1) ensure the security and confidentiality of Client records and information; (2) protect against any anticipated threats or hazards to the security or integrity of Client records and information; and (3) protect against unauthorized access to or use of Client records or information that could result in substantial harm or inconvenience to any Client.

It is MacKay’s policy to protect the confidentiality of holdings of mutual funds for which the Company serves as investment adviser or sub-advisor and to prevent the selective disclosure of non-public information concerning such mutual funds.  All portfolio information regarding such mutual funds is subject to the Policy on Selective Disclosure of Mutual Fund Portfolio Holdings.  Annually, as part of their Code of Ethics certification, all Employees must acknowledge that they have read this Policy and have complied with its terms. Please refer to the Policy for specific guidelines governing portfolio holdings information.
    
1.11
Excessive Trading

Employees are prohibited from short-term trading or excessive trading of Affiliated Funds, other than those that permit such trading, and must comply with any trading restrictions established by the Company to prevent market timing of these funds.  Please refer to Section 3.13 for specific guidelines governing Affiliated Funds.
  

  1 Material information generally is that which a reasonable investor would consider significant in making an investment decision.   Nonpublic information is any information which has not been disclosed to the general public.  Information is considered public when it is widely disseminated; e.g., disclosure in the news media or company filings.
  
 
7

 
  
1.12        Standards of Conduct for Chartered Financial Analysts

In addition to this Code, MacKay requires that its Employees who are chartered financial analysts comply with the provisions of the CFA Institute’s Code of Ethics and Standards of Professional Conduct applicable to chartered financial analysts.

2.              Definitions
 
“Access Person” -  has the same meaning as set forth in Rule 17j-1 under the Investment Company Act and as set forth in Rule 204A-1 of the Investment Advisers Act of 1940 and shall include any Supervised Person of MacKay who has access to non-public information regarding any Clients’ purchase or sale of securities, or information regarding the portfolio holdings of any Affiliated Fund, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are non-public.

“Affiliate” - any person directly or indirectly controlling, controlled by or under common control with such other group.

“Affiliated Fund” - (i) any registered investment company and series of such company or portion thereof for which MacKay is the investment manager, investment adviser or sub-advisor; or (ii) any registered investment company whose investment adviser or principal underwriter controls MacKay, is controlled by MacKay or is under common control with MacKay. For purposes of this definition, “control” has the same meaning as it does in Section 2(a)(9) of the Investment Company Act.

“Automatic Investment Plan” - a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”), but does not include a 401k plan.

“Beneficial Ownership” - shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder.  A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities.  A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by, that person.  A person also has a beneficial interest in securities held: (i) by a trust in which he or she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke; (ii) by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he or she is a member; (v) by a corporation that he or she uses as a personal trading medium; (vi) by a holding company that he or she controls; or (vii) by an Investment Club of which he or she is a member.

 
8

 
  
  “Cashless Exercise” - transactions executed when exercising employee stock options. Essentially, the money is borrowed to exercise the option to purchase shares, the option is exercised and simultaneously the shares are sold to pay for the purchase, taxes, and broker commissions.

“Chief Compliance Officer” or “CCO” - the Company’s Chief Compliance Officer.

“Client” - any client of the Company, including a registered investment company (mutual fund) or other person or entity.

“Code” - this Code of Ethics.

“Covered Security”   - any note, stock, treasury stock, security future, bond, municipal bond (including municipal auction rate securities (“ARS”) with short-term (e.g., 7 day) coupon resets and closed-end municipal auction rate “Preferred” shares), debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

For these purposes, the purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.  A security held or to be acquired includes any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

“Discretionary Managed Account” - an account managed on a discretionary basis by a person other than such Employee over which an Employee certifies that he or she has no direct or indirect influence or control over the selection or disposition of securities and no prior knowledge of transactions therein; provided, however, that direct or indirect influence or control of such account is held by a person or entity not associated with MacKay or an Affiliate and not a relative of such Employee.

“Dividend Reinvestment Plan (or DRIP)” - a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and are allowed to reinvest their cash dividends by purchasing additional shares or fractional shares.

 
9

 
  
 “Employee” - any person employed by MacKay.  Temporary employees and outside consultants who in connection with their regular functions or duties obtain information regarding the purchase or sale of securities in portfolios managed by MacKay may be subject to this Code, as determined by Legal/Compliance.

“Employee Stock Option Plan” - contracts between a company and its employees that give employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.

“Employee Stock Purchase Plan (or ESPP)” - an organized plan for employees to buy shares of their company’s stock.

“Employment Date” - the date on which the Employee commenced working for the Company.

“Excepted Securities” - securities not covered by this Code include the following:
 
·
direct obligations of the U.S. Government;
 
·
bankers’ acceptances;
 
·
bank certificates of deposit;
 
·
commercial paper;
 
·
high quality short-term debt instruments, including repurchase agreements;
 
·
shares issued by open-end mutual funds that are not Affiliated Funds; and
 
·
interests in 529 Plans.

“Exchange Traded Fund (or ETF)” –  represents shares of ownership in either fund, unit investment trust, or depository receipts that hold portfolios of common stocks that are included in a selected index, either broad market, sector or international.  ETFs trade throughout the day on an exchange.

“Federal Securities Laws” - the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

“529 Plans” - qualified state college tuition programs.

“Front Running” - the buying or selling of a security by a person, with the intent of taking advantage of the market impact of a Client’s transaction in the underlying security by or on behalf of the Client.
  
“Immediate Family” - any of the following relatives sharing the same household as the Employee: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships.The term also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the Employee, including “significant others.”

 
10

 
    
“Initial Public Offering” - an offering of securities registered under the Securities Act of 1933, the issuer of which immediately before registration was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

“Insider Trading” - the purchase or sale of securities of a company while in possession of material, non-public information or communicating such information to others.

“Investment Company Act” - the Investment Company Act of 1940, as amended.

“Investment Club” - a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.

“Legal/Compliance” - MacKay’s Legal/Compliance Department

 “Pending Buy or Sell Order” - both an order placed with a broker to buy or sell a security for a Client account and an internal decision by an Employee to buy or sell a security for his or her personal account over which he or she has a Beneficial Interest.

“Private Placement” - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 thereunder.

“Registered Principal or Registered Representative” - an Employee who is registered as such with a member firm of the Financial Industry Regulatory Authority, or FINRA.

“Related Policies” – Such policies as Legal/Compliance from time to time determines are related to the conduct standards of this Code, including but not limited to the following MacKay policies: Insider Trading Policy and Procedures; Information Barrier Policy and Procedures; Restricted List; Watch List; Gifts and Entertainment; Policy on Anti-Corruption in International Business Transactions; Employee Personal Political Contributions and Activities Policy and Procedures; Information Security and Privacy Policy; Policy on Selective Disclosure of  Mutual Fund Portfolio Holdings; and CFA Code of Ethics and Standards of Professional Conduct (with respect to Employees who are Chartered Financial Analysts).

“Restricted List” - a listing of securities maintained by Legal/Compliance in which trading by Employees is generally prohibited.
  
“Scalping” - buying and selling a security on the same day as a Client and includes, among other transactions, the buying of a security when a Client is selling that security, or selling a security when a Client is buying that security, with the intention of taking advantage of the market impact of the Client’s trades.

“Supervised Person” - any officer, director (or other person occupying a similar status or performing similar functions) and Employee, as well as any other persons who provide advice on behalf of MacKay  and are subject to MacKay’s supervision and control; provided that any member of MacKay’s Board of Managers who is an employee of New York Life Insurance Company or New York Life Investment Management LLC shall not be considered a Supervised Person, as these individuals are subject to the requirements of their respective business entity’s Code of Ethics.
  
11

  
“Watch List” - a listing of securities maintained by Legal/Compliance in which trading by Employees is generally prohibited.

3.              Personal Investing Activities - Restrictions  and Monitoring Procedures

3.1          Preclearance of Trades

3.1.1        Generally

Preclearance of personal securities transactions allows MacKay to prevent certain trades that may conflict with Client trading activities.  To help prevent Front Running, Scalping, and other trading abuses and actual or potential conflicts of interest, no Employee of MacKay (or account in which an Employee has any direct or indirect Beneficial Ownership interest) may purchase or sell, directly or indirectly, Covered Securities without prior approval of Legal/Compliance (except pursuant to the exceptions in Section 3.2 below).

3.1.2
Requests for Preclearance of Trades

Each Employee shall submit a trade request between the hours of 8:00 and 11:00 AM using MacKay’s automated personal trading system (http://mscch/itrade/itrade.asp) before placing an order for any transaction in Covered Securities in any account in which the Employee has Beneficial Ownership.  The system allows Legal/Compliance to efficiently monitor personal trading activities and will be periodically tested.  The trade request shall be in substantially the form of Exhibit C .  Upon submitting a trade request through the automated personal trading system, employees will receive immediate notification whether the trade request was approved or denied by Legal/Compliance.

Any approval received is effective, unless revoked, only for the Day that the request was submitted and ultimately approved; provided, however, that in the case of foreign securities, the authorization is effective, unless revoked, for a period of twenty-four (24) hours. If the transaction is not executed on that same Day (or within such twenty-four (24) hour period), a new request must be filed and another authorization must be obtained.
  
3.2          Exceptions to Trade Preclearance Requirements

3.2.1
Preclearance is not required with respect to any of the following transactions:

 
·
in Discretionary Managed Accounts;
 
·
by employees of the New York Life Insurance Company or New York Life Investment Management LLC who are members of the Board of Managers of MacKay who do not have access to information about MacKay’s purchases and sales of securities;
 
·
that are non-volitional in nature: e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, and margin/maintenance calls (where the securities to be sold are not directed by the covered person);
  
12

  
 
·
automatic purchases under DRIPs, ESPPs or similar accounts;
 
·
transactions in ETFs representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s;
 
·
in securities that are Excepted Securities;
 
·
in shares of Affiliated Funds; or
 
·
in government-sponsored enterprises fixed income securities (FNMA, FHLMC).

3.2.2
In addition, authorization given for initial and subsequent purchases or sales of DRIPS or ESPP will not be subject to the one day authorization provision since transactions in these programs usually take place on a periodic pre-determined basis.

3.3          Restricted and Watch Lists

No Employee may acquire or dispose of any direct or indirect Beneficial Ownership in securities of an issuer listed on the Company’s Restricted List.  Although transactions in securities of an issuer listed on the Restricted List are generally prohibited, case-by-case exceptions may be granted by the General Counsel or CCO. Securities on the Watch List are dealt with on a case-by-case basis by the General Counsel or CCO.

3.4
Front Running and Scalping

Notwithstanding anything expressly stated in the Code, no Covered Securities may be purchased or sold by any Employee if such purchase or sale is effected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for a Client.

3.5          Maximum Trades and Trade Requests per Quarter

An Employee may execute a maximum of fifty (50) trades per calendar quarter.  There is currently no maximum limitation on the number of trade requests that an Employee may submit per calendar quarter.  The Code grants the General Counsel or CCO the power to impose a further limitation on any Employee with respect to the number of trades or number of requests if it is believed to be in the best interest of the Company or its Clients.
  
3.6          Trading / Black-Out Periods

3.6.1
No Employee may acquire or dispose of Beneficial Ownership in a Covered Security (other than an Excepted Security) that MacKay is purchasing or selling for any Client or proposes to purchase or sell for any Client where such transaction would in any way conflict with or be detrimental to (or appear to conflict with or be detrimental to) the interest of the Client;

3.6.2
No Employee may acquire or dispose of Beneficial Ownership in a Covered Security (other than an Excepted Security) on a day when there is a Pending Buy or Sell Order in that security for a Client until such order is executed or withdrawn.
  
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3.6.3
No Employee may acquire or dispose of Beneficial Ownership in a Covered Security (other than an Excepted Security) if any purchase or sale of such security has been made for a Client account in the prior seven calendar days or can reasonably be anticipated for a Client account in the next seven calendar days.

3.7
Considerations and Exceptions to Trading/Blackout Period

3.7.1
In evaluating whether any purchase or sale of such securities can “reasonably be anticipated for a Client account in the next seven calendar days”, the following factors shall be considered:

 
·
Whether the Employee transacted in a type or specific security in which his or her product area has invested or may invest;
 
·
Whether there were changed circumstances involving the market, the type or the specific security or the Client’s account;
 
·
Whether the Employee was aware of any information concerning an actual or contemplated investment in that same security by MacKay for any Client account; and
 
·
Whether the Client account was managed by the Employee’s product area.

3.7.2        Exceptions may be granted to the blackout period set forth in paragraph 3.6.3 above in the event that the contemplated transaction involves:

 
·
500 shares or less in the aggregate and the issuer has market capitalization (outstanding shares multiplied by the current market price per share) greater than $5 billion;
 
·
the smaller of 500 shares or less in the aggregate or less than .001% of the issuer’s market capitalization, if the issuer has market capitalization (outstanding shares multiplied by the current market price per share) less than $5 billion; or
 
·
investment grade debt instruments of less than $100,000 par value.
  
3.8          Use of Brokerage for Personal or Family Benefit

No securities trades in which the Employee has a direct or indirect Beneficial Ownership interest may be effected through MacKay’s traders.  Employees must effect such trades through their personal broker-dealers.  In addition, no Employee may, for direct or indirect personal or a family member’s benefit, execute a trade with a broker-dealer by using the influence (implied or stated) of MacKay or any Employee’s influence (implied or stated) with MacKay.

 
14

 

3.9          Initial Public Offerings

No Employee may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering of securities except with the express written prior approval of the General Counsel or CCO.

3.10        Private Placements

No Employee may directly or indirectly acquire Beneficial Ownership in an offering of securities in a Private Placement except with the express written prior approval of the General Counsel or CCO.  Any Employee who has obtained prior approval and made an investment in a Private Placement must disclose that investment if that Employee plays a part in any subsequent consideration of an investment in the issuer on behalf of Client accounts.  Under such circumstances, MacKay’s decision to purchase securities of the Private Placement issuer will be subject to an independent review by investment personnel with no investment in the issuer.

3.11        Short-Term Trading/Sixty Day Holding Period

No Employee shall purchase and sell (or exchange), or sell and purchase (or exchange)   the same (or equivalent) Covered Security within sixty (60) calendar days.   The 60-day holding period is measured from the time of the most recent trade of shares of the relevant Covered Security by the Employee.   Exceptions may be made in cases of death or disability, or under other special circumstances if approved in advance by the General Counsel or CCO.

Notwithstanding the above, an Employee who receives a grant of options through an Employee Stock Option Plan, who chooses to exercise those options in a Cashless Exercise, will be allowed an exception from the sixty-day holding period, so long as such transactions are precleared as required under Section 3.1.

3.12        Other Exceptions

The restrictions with respect to: Section 3.3 Restricted List, Sections 3.6 Trading/Black-out Periods, and Section 3.11 Short-term trading do not apply to the following transactions:

 
·
in Discretionary Managed Accounts;
 
·
by employees of New York Life Insurance Company or New York Life Investment Management LLC who are members of the Board of Managers of MacKay, who do not have access to information about MacKay’s purchases and sales of securities;
 
·
that are non-volitional in nature: e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro-rata distributions to all holders of a class of securities, gifts, inheritances, and margin/maintenance calls (where the securities to be sold are not directed by the covered person);
 
·
automatic purchases under DRIPs, ESPPs or similar accounts;
 
·
any transactions in ETFs representing shares of a market index and which consists of a minimum of 30 securities, commodity, currency and treasury ETF’s;
 
·
in securities that are Excepted Securities;
  
15

  
 
·
purchases or sales with respect to Affiliated Fund shares of a taxable or tax-exempt money market fund;
 
·
futures and forward contracts on direct obligations of the government of the United States, a market index consisting of a minimum of 30 securities, commodity and currency
 
·
sales that are part of an automatic withdrawal plan or program, including loans, withdrawals and distributions from 401(k) plans or programs;
 
·
in government-sponsored enterprises fixed income securities (FNMA, FHLMC); or
 
·
in municipal auction rate securities (“ARS”) with short-term coupon resets (e.g. 7 day) and closed-end municipal auction rate “Preferred” shares.

3.13         Affiliated Fund Shares

The following provisions apply to all Affiliated Fund Shares held by an Employee, including, but not limited to, shares owned through a 401(k) plan or similar account, or through a variable insurance product.

No Employee shall purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same Affiliated Fund of which such Employee has a Beneficial Ownership interest within sixty (60) days.  The 60-day holding period is measured from the time of the most recent trade of shares of the relevant Affiliated Fund by the Employee.  Waivers of this requirement may be granted in cases of death or disability, or under other special circumstances by the General Counsel or CCO .
None of the above-specified restrictions on short-term trading in Affiliated Fund shares shall apply to the following transactions:

 
·
Purchases or sales effected in any account over which the Employee has no direct or indirect influence or control (for example, blind trusts or Discretionary Managed Aaccounts);
 
·
Purchases or sales that are non-volitional on the part of the Employee;
 
·
Purchases that are effected as part of an automatic DRIP, an automatic investment plan, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs (both employee initiated and/or employer matching)), an ESPP, or other automatic stock purchase plans or programs;
 
·
Sales that are part of an automatic withdrawal plan or program, including loans, withdrawals and distributions from 401(k) plans or programs; or
 
·
Purchases or sales with respect to Affiliated Fund Shares of a taxable or tax-exempt money market fund.
    
3.14        Preclearance of Accounts

No Employee may open an account with any broker, dealer or bank that will hold Covered Securities of which the Employee has a direct or indirect Beneficial Ownership interest without the prior written approval of Legal/Compliance.  Requests to open such accounts shall be made in substantially the form of Exhibit D .
    
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With respect to any accounts holding Covered Securities in which an Employee has a direct or indirect Beneficial Ownership interest, each Employee who is a Supervised Person may only use a broker, dealer or bank (the last only with respect to bank accounts used substantially as brokerage accounts) that complies with the electronic transmission requirements set forth in Section 4.6, below.
 
4.
Recordkeeping and Reporting Requirements

4.1
Privacy Statement

MacKay recognizes the sensitivity and personal nature of information collected under the Code, and the interests of Employees in maintaining their privacy regarding this information.  MacKay’s Legal/Compliance personnel will take all necessary steps designed to ensure that all reports disclosing personal securities holdings, requests for preclearance of transactions and other information filed by Employees under the Code will be treated as confidential, subject only to the review by Legal/Compliance and the Compliance Committee provided in the Code or forms thereunder and review by the SEC and other regulators and to the extent necessary to provide required reports to clients and their representatives.

4.2
Initial Holdings and Account Reports

At the time of becoming an Employee, but in no case later than 10 days from the Employment Date, every new Employee shall submit to Legal/Compliance, a report in substantially the form of Exhibit E , disclosing every Covered Security and Affiliated Fund in which that Employee has a direct or indirect Beneficial Ownership interest as of the Employment Date.  The holdings information must be current as of a date no more than 45 days prior to the Employment Date.

At the same time, new Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held, in a report in substantially the form of Exhibit F .  Such accounts include Discretionary Managed Accounts (e.g., wrap accounts), in which case the Employee must certify, in a report substantially in the form of Exhibit G , that he or she has no direct or indirect influence or control over the selection or disposition of securities and no prior knowledge of transactions therein.  Within 30 days of their Employment Date, new Employees are required to  move such accounts holding Covered Securities to a broker, dealer or bank (the last only with respect to bank accounts used substantially as brokerage accounts) that complies with the electronic transmission requirements set forth in Section 4.6, below.

Additionally, each new Employee shall file a report in substantially the form of Exhibit H , indicating that the Employee has received, read, understood and will comply with the Code and the Related Policies.

 
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4.3
Quarterly Transactions and Account Reports

Every Employee shall file with Legal/Compliance a report within 30 calendar days following the end of each calendar quarter reflecting all transactions in any Covered Security and Affiliated Fund 2 in which an Employee has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership interest, or, alternatively, must confirm that there were no such transactions in the applicable calendar quarter.  Such report shall be in substantially the form of Exhibit I .

At the same time, Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held, in a report in substantially the form of Exhibit F .  Such accounts include Discretionary Managed Accounts (e.g., wrap accounts), in which case the Employee must certify, in a report substantially in the form of Exhibit G , that he or she has no direct or indirect influence or control over the selection or disposition of securities and no prior knowledge of transactions therein.

4.4
Annual Reporting

At the end of each calendar year, but in no case later than January 30 th of the following year, every Employee shall submit to Legal/Compliance, a report disclosing every Covered Security and Affiliated Fund in which that Employee has a direct or indirect Beneficial Ownership interest as of year-end. The report shall be substantially in the form of Exhibit E . Employees must also disclose all broker, dealer or bank accounts in which any securities (whether or not they are Covered Securities or Affiliated Fund Shares) as to which the Employee has any Beneficial Ownership interest are held.  The report shall be substantially in the form of Exhibit F . In the event such accounts include Discretionary Managed Accounts, the Employee shall also include a certification substantially in the form of Exhibit G .

In addition, each Employee shall file annually substantially in the form of Exhibit J a certification indicating that the Employee has received, read, understood and complied with the Code and the Related Policies.

4.5
Electronic Reporting and Certifications

With advance notice from Legal/Compliance, reports and certifications required to be filed by an Employee shall be made between the hours of 8:00 and 11:00 AM using MacKay’s automated personal trading system( http://mscch/itrade/itrade.asp ). In the event that such automated system is unavailable, Employees will be advised to use the paper forms of reports as provided as Exhibits to this Code.


2
Legal/Compliance receives information on transactions in certain Affiliated Fund Shares held through the Company’s 401(k) plan directly from the Company’s 401(k) plan administrators.  Therefore, reporting relating to these transactions need not be provided directly from the Employee.
 
4.6
Duplicate Confirmations

Each Employee shall provide Legal/Compliance with sufficient information in Exhibit F so that Legal/Compliance can arrange for prompt filing by the broker, dealer and bank (where the bank account is used substantially as a brokerage account) with the CCO of duplicate confirmations of all trades of Covered Securities and quarterly account statements.  The duplicates shall be mailed to MacKay at the applicable address listed in Exhibit K hereto.

With respect to any accounts holding Covered Securities as to which the Employee has any Beneficial Ownership interest, each Supervised Person may only use a broker, dealer or bank (the last only with respect to bank accounts used substantially as brokerage accounts) that will electronically transmit duplicate monthly statements and trade confirmations to MacKay’s automated personal trading system.  This requirement does not apply to:

 
·
Discretionary Managed Accounts
 
·
401k accounts
 
·
DRIPs
 
·
ESPPs

4.7
Reporting of Code Violations

Each Employee shall promptly notify the General Counsel or CCO of any violation of the Code.

4.8
Recordkeeping

MacKay is required under the Investment Advisers Act of 1940, as amended, and the Investment Company Act to keep records of certain transactions in which its Employees have direct or indirect Beneficial Ownership.

Legal/Compliance must maintain all records relating to compliance with the Code, such as preclearance requests, exception reports, other internal memoranda relating to non-compliant transactions, and preclearance records, records of violations and any actions taken as a result thereof, written acknowledgements, and the names of Employees for a minimum period of five years.  Acknowledgements of the Code will be maintained for five years after the individual ceases to be an Employee.

5.
Administration

5.1
Mutual Fund Codes of Ethics

Certain Employees may owe a specific duty of care to each mutual fund Client based on the Employee’s status as an Access Person of that mutual fund.  It has been determined that each Employee’s compliance with the Company’s Code will also satisfy the requirements of Rule 17j-1 of the Investment Company Act as well as any mutual fund that the Company currently advises or sub-advises.
 
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5.2
Sanctions

Upon discovering a violation of the Code, MacKay shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict.  Following those corrective efforts, the CCO, in consultation with the General Counsel, may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate.  The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. These sanctions may include, among others, oral or written admonishments, trade reversals, disgorgement of profits, monetary fines, suspension or termination of personal trading privileges, adverse employment action, adverse compensation action and employment suspension or termination.  It is important to note that violations of the Code may occur without employee fault (e.g., despite preclearance).  In those cases, punitive action may not be warranted, although remedial steps may still be necessary.

Factors to be considered during any review of circumstances underlying a violation may include but are not limited to:
 
·
Whether the act or omission was intentional or volitional;
 
·
Whether mitigating or aggravating factors existed;
 
·
The person’s history of prior violations of Company policy;
 
·
The person’s cooperation, acknowledgement of transgression and demonstrable remorse;
 
·
The person’s position and responsibilities within the Company;
 
·
Whether the employee is deemed to be an Access Person, Advisory Person or Investment Personnel of a mutual fund as defined by Rule 17j-1 of the Investment Company Act;
 
·
Whether the person transacted in the same security in which his/her product area has invested or could invest;
 
·
Whether the person was aware of any information concerning an actual or contemplated investment in that same security for any Client account;
 
·
Whether the Client account was managed by the Employee’s product area; and
 
·
Whether the price at which the personal securities transaction was effected was more advantageous than the price at which the client transaction in question was effected.
 
5.3
Monitoring and Review

Legal/Compliance, using automated systems and other methods, conducts reviews of all personal securities transactions and holdings reports with a view towards determining whether Employees have complied with all provisions of the Code.  Legal/Compliance is responsible for developing and maintaining more detailed standard operating procedures around daily monitoring to detect and prevent violations of this Code.

 
20

 

The General Counsel or CCO will undertake a quarterly review with respect to the Code to verify that the Code is being followed.  The results of this review will be set forth in a quarterly summary report to MacKay’s Compliance Committee.  The report shall specify any related concerns and recommendations and be accompanied by appropriate exhibits.

5.4
Acknowledgment and Training

Each Employee must certify at the time of becoming an Employee and annually thereafter, in substantially the form of Exhibit H and Exhibit J , as applicable, that he or she has read and understood, is subject to and has complied with the Code and the Related Policies.  Each Employee must attend a Code of Ethics training session conducted by Legal/Compliance within a reasonable time period upon becoming an Employee.  Legal/Compliance is available to all Employees at all times for questions as to the application of this Code.

5.5
Exceptions

The General Counsel or CCO may grant written exceptions to provisions of the Code in circumstances that present special hardship or special situations determined not to present potential harm to Clients or conflict with the spirit and intent of the Code.  The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions.  Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception.

 
21

 
 
Exhibits

Exhibit A
Conflicts of Interest Questionnaire
 
Exhibit B
Conflicts of Interest Quarterly Certification
 
Exhibit C
Personal Securities Trading Preclearance Request Form
 
Exhibit D
Account Preclearance Request Form
 
Exhibit E
Employee Initial/Annual Securities Holdings Report and Certification
 
Exhibit F
Brokerage Account Certification Form
 
Exhibit G
Discretionary Managed Account Certification
 
Exhibit H
Acknowledgement of Receipt of the Code of Ethics and Related Policies
 
Exhibit I
Quarterly Transactions Report
 
Exhibit  J
Annual Certification of Compliance With the Code of Ethics and Related Policies
 
Exhibit K
Address for Duplicate Confirmations and Statements

 
22

 
 
Exhibit A

UU Conflicts  of  Interest Questionnaire

     
NAME:
    
         
    
TITLE:
  

1.
Please list any officership, directorship, trusteeship or material employment that you (or any member of your Immediate Family, 3 hold in any corporations, associations, charitable or religious organizations, schools, partnerships or companies (including, without limitation, any publicly traded companies) or in any affiliates of MacKay Shields LLC (the “ Company”).  If you do not have any, please insert “NONE” below.

2.
(a)   Please list any material financial interest (that is, to your knowledge an ownership interest equal to or greater than 1% of such entity or 10% of your (or your Immediate Family member’s) total net worth (hereinafter referred to as a “Material Interest”) you (or any such Immediate Family member) may have in any business unit which you know is a supplier of or soliciting orders for sales or services to the Company or its affiliates.  If you do not have any, please insert “NONE” below.

 
(b)   Please list any Material Interest you (or member of your Immediate Family) may have in any business unit which you know is doing business with the Company or its affiliates, other than suppliers referred to above.  If you do not have any, please insert “NONE” below.

3.
Please list any Material Interest you (or member of your Immediate Family) may have in any corporations, associations, partnerships or companies.  If you do not have any, please insert “NONE” below.

4.
Please list the names (not amount of the holdings) of any corporations, associations, partnerships or companies in which you (or any member of your Immediate Family) have a Material Interest and in which, to your knowledge, the Company or its affiliates or clients has an investment.  If you do not have any, please insert “NONE” below.


3
For the purposes of this Questionnaire, “Immediate Family” means any of the following relatives: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships.  The term also includes: (i) any member of your household; (ii) any unrelated individual whose investments are controlled and whose financial support is materially contributed to by you; and (iii) “significant others”.

 
5.
Please list the names of any corporations, associations, partnerships, companies or business units in the following categories in which you (or any member of your Immediate Family) may have a Material Interest.  (The amount of holding or the number of shares of stock need not be listed.)  If you do not have any, please insert “NONE” below.

(a)   Any investment advisor, investment banking firm, brokerage firm or other business unit other than affiliates.  (Do not include brokerage or similar accounts or investments in mutual funds.)

(b)   Any company in which to your knowledge the Company or a client or an affiliate has an investment.

(c)   Any company, other than affiliates, whose principal business is the issuance and sale of life insurance, annuities or accident and health insurance policies, or the provision of financial or health services or products (including any life insurance or health insurance agency, brokerage or insurance consultant firm).  Do not include interests in policies, annuities or health insurance contracts.

(d)  Any mortgage loan correspondent of any affiliate or any other concern engaged primarily in the business of buying, selling or servicing real estate mortgages. (Do not include mortgages upon property owned by you, or personal investments in real estate investment trusts.)

6.
Please list (i) the names of any business firms in which you (or a member of your Immediate Family) have a Material Interest and which have property which to your knowledge is subject, in whole or in part, to a real estate mortgage held by the Company, its affiliates or the Company’s employees, officers or members of its board of directors and (ii) any of your (or your dependent relative’s) financial liabilities, including with respect to real estate to the Company, its affiliates or the Company’s employees, officers or members of its board of directors.  If you do not have any, please insert NONE below.

7.
Please list or summarize any financial interest you (or any member of your Immediate Family), have which, in your opinion, affects or might appear to affect adversely the discharge of your duties and responsibilities to the Company.  If you do not have any, please insert “NONE” below.

 
24

 

8.
Please list the names of any member of your Immediate Family who are employed or affiliated with a broker-dealer firm, including a description of their position and the name of the broker-dealer, and whether the individual of her/her department provides any services to the Company.  In addition, please indicate whether the individual is a “registered representative” of such broker-dealer.

9.
The undersigned has complied with and will comply with the “Employee Personal Political Contributions and Activities Policy and Procedures” and has obtained the requisite pre-clearance before making any political contribution in a covered jurisdiction and has disclosed or reported all information required to be disclosed or reported pursuant to the Policy.

If a material change occurs in any matters reported in this Questionnaire or new circumstances are discovered   evidencing any conflict of interests or other deviations from the Company’s Code of Ethics, the undersigned hereby undertakes promptly to file with the General Counsel an appropriate amendment or supplement to this Questionnaire until it is superseded by the next completed Annual Questionnaire.

Date: ________________________
   
   
(Signature)
     
     
   
(Name)
     
     
   
(Title)

If any of the spaces allocated above are insufficient, please attach a complete list following this signature page.

 
25

 
 
Exhibit B
 
Conflicts of Interest Quarterly Certification

In connection with any purchases or sales of securities for clients during the quarter, I disclosed to MacKay Shields LLC any material interests in my personal securities which might reasonably have been expected to involve a conflict with the interests of clients.

The names and affiliations of my Immediate Family who either reside with, or are financially dependent upon, or whose investments are controlled by me and who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities or knowledge of MacKay Shields’ personnel in the discharge of their duties are as follows:

Names
 
Affiliations
     
     
     
 
  
 

Date: _________________________________
 
Signature: __________________

 
26

 

Exhibit C

UU Personal Securities Trading Preclearance Request Form UU

NAME:                                                                 

·
Trades must be made on the same day that approval is received.
·
On small cap or illiquid securities where extra time is needed, advance approval by the General Counsel or Chief Compliance Officer is required.

NOTES
 
BROKERAGE
ACCOUNT
 
SECURITY
TYPE
 
NAME OF
SECURITY
 
# OF SHRS, PRINCIPAL
AMOUNT, ETC.
 
APPROX
PRICE
 
SYMBOL
OR
CUSIP #
 
PURCHASE (P)
SALE (S)
 
N
                                 
                                 
                                 
                                 
                                 
                                 

The person indicated above has stated and represents that:
a)
he/she has no insider information relating to the above referenced issuer(s);

b)
there is no conflict of interest in these transactions with respect to client portfolios (IF A CONFLICT OF INTEREST EXIST, PLEASE CONTACT THE LEGAL/COMPLIANCE DEPARTMENT IMMEDIATELY.); and these securities are not initial public offerings or private placements.

 
27

 

Exhibit D

A Account Preclearance Request Form uu

NAME:
   

General Counsel/Chief Compliance Officer:

Initials:
   

APPROVED
¨
_____________________________
     
DISAPPROVED
¨
_____________________________

Broker, Dealer or Bank:

Name of Firm: 
   
    
     
Address:         
    
 
     
Name on Account:
     
 
     
Relationship to Employee:
   

 
28

 
 
Exhibit E

Employee Initial/Annual Securities Holdings Report and Certification

As of Date: _/_/20__
Employee Last Name, First (Telephone Ext.)

Ticker
  
Security type Code
  
Cusip
  
Security Name
  
Quantity
 
 
 
 
Brokerage Account: Employee First and Last Name
Account Number: (              )  
 

 
I certify that the Reportable Securities listed above (including “Reportable Funds”, that is mutual funds advised by MacKay Shields or an affiliate) are the only such securities in which I have a direct or indirect Beneficial Interest.

     
Signature
  
Date

 
29

 
 
Exhibit F
 
Brokerage Account Certification Statement

Employee Last Name, First (Telephone Ext.)

Account Number
  
Account Name
  
Broker Name
  
Initiated Date
 
 
 
 

 
I certify that the above reflects all accounts (including brokerage accounts and bank accounts used substantially as brokerage accounts) that have been opened or closed with respect to Reportable Securities in which I have a direct or indirect Beneficial Interest (note that this includes the account name and number of discretionary accounts, 529 plans, 401(k) accounts, Mutual Fund accounts, automatic investment plans and dividend reinvestment plans).

     
Signature
  
Date

 
30

 

Exhibit G

Discretionary Managed Accounts Certification

I hereby certify that during the reporting period I have had no influence or control over any investment decisions made in my discretionary managed account(s) and that the account is solely managed by a Registered Investment Adviser (“RIA”) or employee of a RIA.

       
   
Signature
 
       
       
   
Name
 
       
       
   
Position
 

   
Date
 
   
   
Account Name
 
   
   
Account Number
 

 
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Exhibit H

Acknowledgement of Receipt of the Code of Ethics and Related Policies

The undersigned hereby certifies that:

(i)           The undersigned has received and reviewed a copy of MacKay Shields LLC Code of Ethics and the Related Policies, which Related Policies currently include the following:
 
·
Gifts and Entertainment;
 
·
Information Barrier Policy and Procedures;
 
·
Information Security and Privacy Policy;
 
·
Insider Trading Policy and Procedures;
 
·
Policy on Anti-Corruption in International Business Transactions;
 
·
Employee Personal Political Contributions and Activities Policy and Procedures;
 
·
Policy on Selective Disclosure of Mutual Fund Portfolio Holdings;
 
·
Restricted List;
 
·
Watch List;
 
·
CFA Code of Ethics and Standards of Professional Conduct (with respect to Employees who are Chartered Financial Analysts)

(ii)           The undersigned understands the requirements contained therein and recognizes that the undersigned is subject to the Code of Ethics and Related Policies; and

(ii)           The undersigned has complied with and will comply with the Code of Ethics and Related Policies and has disclosed or reported all information required to be disclosed or reported pursuant to the Code of Ethics and the Related Policies.

(iii)           The undersigned authorizes MacKay to furnish the information contained in any report filed by the individual to such federal and state agencies and to the Trustees/Directors of any mutual fund to which MacKay is the investment manager, investment adviser or sub-adviser and to clients and their representatives and as may be required or requested by law or applicable rules and regulations, on the understanding that, except for the foregoing and such requirements, the information contained in such reports shall be treated as confidential and disclosed to no one outside of MacKay without the consent of the individual submitting the report.

     
 
Signature
 
     
     
 
Print Name
 
 
 
 
     
 
Date
 

 
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Exhibit I

Quarterly Transactions Report

Employee Last Name, First (Telephone Ext.)

Trans. Type
  
Ticker
  
Security Name
  
Trade Date
  
Quantity
  
Price
 
 
 
 
Account Number: _________________
Broker: ____________________________________
 

 
I certify that the above represents all transactions in Reportable Securities of which I have a direct or indirect Beneficial Interest except for transactions in Reportable Funds sponsored by an affiliate of New York Life Insurance Company and held in MacKay Shields’ 401(k) plan.

*Reportable Securities are almost every type of investment, including private placements and hedge funds. However, Reportable Securities do not include direct obligations of the U.S. Government, bank CDs and mutual funds not affiliated with MacKay Shields – see definition in the Personal Investment Policy for the complete description. Note also that no information need be provided for securities held in an account over which you have no direct or indirect influence or control. Some examples include discretionary management accounts, automatic investment plans and dividend investment plans and dividend reinvestment plans.

     
Signature
  
Date

 
33

 

Exhibit J

UU Annual Certification of   Compliance with the Code of Ethics and Related Policies

I hereby certify that I have received and reviewed a copy of the MacKay Shields LLC Code of Ethics and the Related Policies, which Related Policies currently include the following:
 
·
Gifts and Entertainment;
 
·
Information Barrier Policy and Procedures;
 
·
Information Security and Privacy Policy;
 
·
Insider Trading Policy and Procedures;
 
·
Policy on Anti-Corruption in International Business Transactions;
 
·
Employee Personal Political Contributions and Activities Policy and Procedures;
 
·
Policy on Selective Disclosure of Mutual Fund Portfolio Holdings;
 
·
Restricted List;
 
·
Watch List;
 
·
CFA Code of Ethics and Standards of Professional Conduct (with respect to Employees who are Chartered Financial Analysts).

I further certify that I am subject to the Code of Ethics and the Related Policies and have complied with all the requirements set forth therein.

     
 
Signature
 
     
     
 
Print Name
 
     
     
     
 
Date
 
 
 
34

 

Exhibit K

Address For Duplicate Confirmations and Statements
 
 
Chief Compliance Officer
 
MacKay Shields LLC
 
9 West 57 th Street
 
New York, NY 10019
 
35

Exhibit p 5
 
CODE OF ETHICS

For Access Persons of
INSTITUTIONAL CAPITAL LLC

Restated Effective June 1, 2010, and amended effective October 1, 2010

I.           DEFINITIONS

 
A.
“Act” means the Investment Company Act of 1940, as amended.

 
B.
“Advisers Act” means the Investment Advisers Act of 1940, as amended.

 
C.
“ICAP” means Institutional Capital LLC.

 
D.
“Access person” means ICAP, any director, officer or employee of ICAP.

 
E.
“ICAP Stock Universe” refers to those securities on the MultiFactor Score Listing.  The MultiFactor Score Listing is a list of securities derived from a proprietary securities screening process used to identify securities for further evaluation as potential candidates for purchase in client portfolios.

 
F.
“Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires.  As a general matter, “beneficial ownership” will be attributed to an access person in all instances where the person (i) possesses the ability to purchase or sell the security (or the ability to direct the disposition of the security); (ii) possesses the voting power (including the power to vote or to direct the voting) over such security; or (iii) receives any benefits substantially equivalent to those of ownership.

Although the following is not an exhaustive list, a person generally would be regarded to be the beneficial owner of the following:

 
(i)
securities held in the person’s own name;

 
(ii)
securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements;

 
(iii)
securities held by a bank or broker as a nominee or custodian on such persons’ behalf or pledged as collateral for a loan;

 
(iv)
securities held by members of the person’s immediate family sharing the same household: “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships (the term “immediate family” also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee”);
 
 
 

 

 
 
(v)
securities held by a relative not residing in the person’s home if the person is a custodian, guardian, or otherwise has controlling influence over the purchase, sale, or voting of such securities;

 
(vi)
securities held by a trust for which the person serves as a trustee and in which the person has a pecuniary interest (including pecuniary interests by virtue of performance fees and by virtue of holdings by the person’s immediate family);

 
(vii)
securities held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions;

 
(viii)
securities held by a general partnership or limited partnership in which the person is a general partner; and

 
(ix)
securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.

Any uncertainty as to whether an access person beneficially owns a security should be brought to the attention of ICAP’s Compliance Officer.  Such questions will be resolved in accordance with, and this definition is subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

 
G.
“Control” shall be interpreted as it would be in Section 2(a)(9) of the Act.  As a general matter, “control” means the power to exercise a controlling influence.  The “power to exercise a controlling influence” is intended to include situations where there is less than absolute and complete domination and includes not only the active exercise of power, but also the latent existence of power.  Anyone who beneficially owns, either directly or through one or more controlled entities, more than 25% of the voting securities of an entity shall be presumed to control such entity.
 
 
H.
“Limited offering” means an offering of securities that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504, 505 or 506 under such Act.
 
 
I.
“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security.
 
 
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J.
“Security” shall have the meaning set forth in Section 2(a)(36) of the Act and shall include:  common stocks, preferred stocks, debt securities; options on and warrants to purchase common stocks, preferred stocks or debt securities; shares of open-end investment companies advised or sub-advised by ICAP, and closed-end investment companies, exchange-traded funds, futures, commodities and Related Securities.  “Related Securities” are instruments and securities that are related to, but not the same as, a security.  For example, a Related Security may be convertible into a security, or give its holder the right to purchase the security.  The term “Security” also includes private investments, including oil and gas ventures, real estate syndicates and other investments which are not publicly traded.  The term “Security” does not include shares of open-end investment companies not advised or sub-advised by ICAP, municipal bonds, direct obligations of the Government of the United States, high quality short-term debt instruments, bankers' acceptances, bank certificates of deposit, commercial paper, and such other money market instruments.

II.           STANDARDS OF CONDUCT
 
ICAP requires all employees to comply with applicable federal securities laws.  ICAP has created policies and procedures, including this Code, designed to achieve such compliance.  Failure to observe the policies and procedures outlined in the Code could result in the imposition of sanctions (including dismissal) and could constitute a criminal act in violation of, among other, federal and/or state securities laws.  ICAP requires that all employees report any violation of the Code promptly to the CCO for appropriate review and possible further actions.
 
 
A.
Confidentiality
 
ICAP seeks to foster a reputation for integrity and professionalism.  That reputation is a vital business asset.  The confidence and trust placed in ICAP by our clients is something we value and must endeavor to protect.  Any breach of that confidence or trust could have a disastrous, long-term effect on ICAP’s client relationships.
 
In the course of their employment with ICAP, employees will have access to confidential information concerning ICAP, its clients and various other matters.  The proper treatment of such information is a key aspect of preserving ICAP’s integrity.  Accordingly, employees shall not disclose, directly or indirectly, confidential information to anyone other than employees and agents of ICAP who need such information to discharge their duties.

As far as investments and investment opportunities are concerned, employees should remember that their first obligation is to the client.  To meet this obligation, ICAP must ensure that all advice rendered by employees is free from any conflict of interest.  Therefore, no employee shall engage in any activity which may in any way jeopardize his or her ability to render impartial and disinterested investment counseling.  This includes scrupulously avoiding any affiliation which may influence or even appear to influence the employee’s ability to treat each client in an unbiased manner.
 
 
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B.
Insider Trading
 
ICAP’s business depends, in part, on investor confidence in the fairness and integrity of the securities markets.  The issue of insider trading poses a serious threat to that confidence.  While there is no precise statutory definition of insider trading, the term is generally understood to mean participating in a decision to buy, sell or tender securities while in possession of material nonpublic information.  Material nonpublic information is any information (i) that is not generally available and (ii) which would be important to an investor in making a decision to buy, sell, or tender a Security.

The prohibition against trading on material nonpublic information extends to any situation where an employee participates in a decision to buy, sell or tender Securities based on material nonpublic information that they acquire from an issuer or its representatives prior to the information being made available to the public.  An employee participates in a decision to buy, sell or tender Securities if he or she influences or controls the decision.  Thus, this policy would apply to transactions in which an employee exercises investment discretion or influence even though he or she does not own the securities (such as accounts for which the employee serves as an advisor or fiduciary).  Specifically, the policy against insider trading would prohibit ICAP employees from “tipping” clients, friends, family or third parties based on their knowledge of material nonpublic information.  As used herein, “Trading” includes any Securities transactions in which an employee participated, exerted influence, “tipped” or was tipped by others.   E mployees are absolutely prohibited from engaging in any activities that would fall within the above description of insider trading.

In the event an employee receives material nonpublic information regarding an issuer in the ICAP Stock Universe, the employee must immediately notify the Compliance Officer.

 
C.
General Fiduciary Principles

In addition to the specific principles enunciated in this Code, all access persons shall be governed by the following general fiduciary principles:

 
(i)
The duty at all times to place the interests of clients of ICAP above all others.  Access persons must scrupulously avoid serving their own personal interests ahead of the interests of ICAP’s clients.

 
(ii)
The requirement that all personal securities trans­actions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and

 
4

 

 
 (iii)
The fundamental standard that no access person should take inappropriate advantage of their position with ICAP.

 
(iv)
Information as to what securities ICAP has recommended or will recommend is to be held in strictest confidence.

 
D.
Information Barriers

With regard to the above provisions of the Standards of Conduct, ICAP has put in place controls around safeguarding and monitoring information and activity that may pose potential conflicts of interest.  As stated above, ICAP maintains the ICAP Stock Universe which it utilizes in its portfolio management process.    The ICAP Stock Universe is maintained in ICAP’s parent company’s Employee Personal Security Transaction monitoring system (“EPST”). All access persons are required to preclear any security trade activity (per Section III. A.) via the EPST system.  Any trade request involving an ICAP Stock Universe security is denied by the system and can only be allowed in special circumstances with the prior approval of the CCO or his designee. ICAP’s Compliance Department reviews employee trade activity on a monthly basis for compliance with preclearance.  Additionally, the New York Life Investment Management “Master Restricted List” is maintained in the EPST system.  This list contains securities which should be monitored against both portfolio management activity as well as employee brokerage activities.  The Master Restricted List may also contain securities in which investment activity is restricted in a specific security.  Any employee activity in a Master Restricted List security is flagged and a notice is sent to the ICAP CCO or his designee for review.  Any activity relating to the Master Restricted List will be researched by ICAP Compliance and discussed with New York Life Investment Management Compliance to determine what action if any is required.

III.           PROHIBITED ACTIVITIES
 
 
A.
Access persons are prohibited from trading in any Security (as defined in Section I. J.) without preclearance from the EPST System.

 
B.
No access person shall purchase or sell, directly or indirectly, any Security in which he or she has, or by reason of such transaction acquires any direct or indirect beneficial ownership if such Security is owned by any client of ICAP or is part of the ICAP Stock Universe.  ICAP employees are responsible for ascertaining the Securities contained from time to time in the ICAP Stock Universe list which, if the employee does not have a copy, is always available from the director of research.  If, as of April 1, 2004, an access person owned a Security that is part of the ICAP Stock Universe, such person is permitted to continue to own the Security, but with respect to the subsequent sale of such Security by the access person, the remaining provisions of this Code of Ethics shall apply.  For the purpose of this section, ownership in non-convertible, non-exchange traded debt securities of an issuer which is included in the ICAP Stock Universe is not considered prohibited provided the exact same Security is not owned by the client.
 
 
5

 

 
 
C.
An access person may sell a previously held position in a Security which becomes part of the ICAP Stock Universe until ICAP purchases such Security for a client.  At the time ICAP purchases such Securities and so long as ICAP holds such Security for a client, the access person must refrain from selling such Security until all positions in such Security are liquidated, except with the prior written approval of the Compliance Officer.

 
D.
No access person shall purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same open-ended NYLIM or other affiliated mutual fund (“NYLIM Fund”) (of which such access person has a beneficial interest) within 60 days.  The 60-day holding period is measured from the time of the most recent purchase of shares of the relevant NYLIM Fund by the access person.  Waivers of this requirement may be granted in cases of death, disability, or other special circumstances by the CCO and in accordance with the Fund’s Policy and Procedures to Detect and Prevent Market Timing.

 
E.
No access person shall acquire any Securities in an initial public offering.

 
F.
No access person shall engage in (i) any short sale transaction, or (ii) any transaction in an option, future or an option on a future if the underlying security is part of the ICAP Stock Universe, except with the prior written approval of the Compliance Officer.

 
G.
Private securities transactions/limited offerings:   All employees are required to receive prior Compliance Officer approval for the purchase of any private securities transaction/limited offering.  Examples of such transactions include:  limited partnerships, investment made via an offering memorandum, direct private equity and hedge fund investments.  In determining whether approval should be granted, the Compliance Officer should consider:

 
(i)
whether the investment opportunity should be reserved for clients of ICAP; and

 
(ii)
whether the opportunity is being offered to an individual by virtue of his or her position with ICAP or ICAP's advisory relationship with any client.

ICAP’s Compliance Officer must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by an access person of a private securities transaction/limited offering for at least five years after the end of the fiscal year in which the approval is granted.  In the event approval is granted, the access person must disclose the investment when he or she plays a material role in a client's subsequent consideration of an investment in the issuer.  In such circumstances, the decision to purchase securities of the issuer will be subject to an independent review by investment personnel with no personal interest in the issuer.
 
 
6

 

 
 
H.
All gift and entertainment activity is tracked and reviewed on a Gift and Entertainment log.  Corporate Accounting will maintain a gift and entertainment tracking log which will be received monthly and reviewed by the CFO and Compliance Officer on no less than a quarterly basis.  Senior Management will be involved in any issues on an as needed basis.

No access person shall receive any gift or other thing of value that would be considered extraordinary or extravagant or otherwise unreasonable from any person or entity that does business with or on behalf of any client of ICAP.  On occasion, an access person may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons not affiliated with such entities, including companies that ICAP on behalf of its clients may be invested in or may be considering making an investment in. Acceptance of extraordinary or extravagant gifts is not permissible.  In the event an employee receives a gift, the employee must notify the Accounts Payable Clerk using the Gift Reporting Form available to all employees on the ICAP intranet site.  This information will be logged on ICAP’s Gift and Entertainment log.  This notification requirement does not apply to receiving promotional items such as pens, hats, umbrellas, logo golf balls etc.  Any questions related to the acceptance of gifts should be relayed to your business unit head for further discussion with Compliance.  Please be reminded that this is distinct from business offsite business meetings and/or events that could be considered entertainment.  Such events are not considered gifts, although still must adhere to the above stated reasonableness standard.

 
No access person shall give a gift to any client, potential client, person or entity that does or can potentially do business with ICAP that would be deemed extraordinary or extravagant or otherwise unreasonable.  In the event an ICAP employee wishes to give a gift to a person or company doing business with ICAP or its clients, the employee must obtain prior approval from the Chief Compliance Officer and applicable department head. The Gift Reporting Form must also be submitted to the Accounts Payable Clerk.  Please note that ICAP employs a $250 annual gift limit to plan fiduciaries and union recipients.  Please see their definition immediately following this paragraph. Any questions related to giving a gift should be relayed to your business unit head for further discussion with Compliance.  Distribution of standard promotional items such as pens, hats, umbrellas etc. are not applicable to the prior approval requirement.  Entertainment is subject to a reasonableness standard.  Please obtain prior compliance department approval for any entertainment of a public official.

Union Recipient shall include a labor union or a labor union officer, employee, agent, shop steward or other union representative, as well as union-appointed plan trustees. A consultant that is engaged by a labor union may be considered a Union Recipient; however, if the consultant is retained by a union pension plan, it will generally not be considered a Union Recipient.
 
 
7

 

 
Plan Fiduciary is an individual or entity having responsibility for the establishment and ongoing administration of the plan, as well as the selection of investment options and service providers. Common examples of plan fiduciaries include:
 
Plan trustee – an individual or entity that holds title to assets in trust for the benefit of plan participants and their beneficiaries.  A trustee is always a fiduciary.
 
Plan administrator – a person or entity responsible for the day-to-day administration of the plan and generally designated in the plan document.
 
The employer that sponsors the plan.
 
The sponsoring employer’s board of directors.
 
Officers of the sponsoring employer who are responsible for decisions that affect the plan.

Please note that entertainment of union recipients and plan fiduciaries as described below does not count towards the $250 limit, but is still subject to a reasonableness standard.
 
 •
Meals, lodging or transportation provided to plan fiduciaries in connection with educational or training meetings, or
 
Reasonable meals or refreshments provided to plan fiduciaries in connection with a meeting involving plan business if it would be permissible for the plan itself to pay for them.

 
I.
No access person shall serve on the board of directors of a publicly traded company without prior authori­za­tion from ICAP's Board of Managers based upon a determination that the board service would be consistent with the interests of clients of ICAP.  In the event the board service is authorized, access persons serving as directors must be isolated from those making investment decisions regarding that company through a “Chinese wall.”

I.
All access persons must obtain preclearance from ICAP Compliance before they, their spouses or their dependent children:
 
Make a contribution to any official of a government entity;
 
Make a contribution to a political candidate;
 
Make a contribution to a political party of a state or locality;
 
Make a contribution to a political action committee;
 
Solicit contributions (i.e. fundraising activities) on behalf of a government official, political candidate,  political party, or political action committee.

ICAP Compliance will maintain a record of:

 
All government entities to which ICAP has provided advisory services over the last 5 years;
 
The name, title and residential address of all Covered Associates;
 
All contributions to officials of a government entity, political party of a state or local jurisdiction, and political action committee.

 
8

 


IV.           EXEMPTED TRANSACTIONS
 
Sections III and V shall not apply to:

 
A.
Purchases or sales effected in any account over which an access person has no direct or indirect influence or control (e.g., a blind trust);
 
 
B.
Purchases or sales which are non-volitional on the part of either the access person or ICAP’s client accounts;
 
 
C.
Purchases which are part of an automatic dividend reinvestment plan;
 
 
D.
Purchases or sales of securities effected in ESOP accounts or similar company-sponsored retirement accounts.
 
 
E.
Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and
 
 
F.
Purchases or sales which receive the prior approval of ICAP’s Compliance Officer because (i) they are only remotely potentially harmful to ICAP’s clients; (ii) they would be very unlikely to affect a highly institutional market; or (iii) they clearly are not related economically to Securities to be purchased, sold or held by ICAP’s clients.

V.           REPORTING

 
A.
All Securities transactions in which an access person has a direct or indirect beneficial ownership interest will be monitored by ICAP’s Compliance Officer.

 
B.
ICAP’s Compliance Officer shall report his or her personal Securities transactions in accordance with this Section V.   Any issues related to the Compliance Officer’s account shall be communicated directly to the President or his/her designee via the EPST process discussed below.

 
C.
Quarterly Transaction Reports .  ICAP employees are required to complete a quarterly transaction report.  This report is sent via the EPST system.  All responses and required information will be maintained in the EPST system.

 
D.
Brokerage Account Disclosure and Statements .   All ICAP employees are required to disclose to Compliance the existence of any brokerage account that they have newly opened or otherwise would cause them to be subject to the Code, within 30 days.  It is suggested that any ICAP employee wishing to open a brokerage/securities account consult with Compliance prior to opening such account.  All brokerage account activity will be captured in the EPST system.  ICAP Compliance will notify its parent Compliance area (area responsible for maintaining the EPST system) who will in turn complete the “407” letter process.  The information related to this process will be maintained in the EPST system
 
 
9

 

 
 
E.
Initial Holdings Report .  In addition to the above reporting requirements, every access person shall disclose to ICAP’s Compliance Officer all personal securities holdings within ten (10) days of such person’s commencement of employment, such disclosures shall be made on the form attached hereto as Exhibit 1.  The information contained on the form must be as of a date no more than 45 days before the date the person commences employment.  Shortly after becoming an access person, such person must meet with the Compliance Officer to review the obligations imposed by this Code of Ethics.  Each such access person shall then sign an acknowledgment, attached hereto as Exhibit 2, to affirm that they have reviewed the Code of Ethics.

 
F.
Annual Holdings Report .  In addition to the above reporting requirements, every access person shall disclose to ICAP’s Compliance Officer all personal Securities holdings in an annual report which reflects such person’s Securities holdings.  The Annual Holdings report will be distributed via the EPST system.  Such reports will be maintained in the EPST system.

VI.           COMPLIANCE WITH THE CODE OF ETHICS
 
 
A.
All access persons shall certify annually via the EPST system that:
 
 
(i)
They have read and understand the Code of Ethics and recognize that they are subject thereto; and
 
 
(ii)
They have complied with the requirements of the Code of Ethics and disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.

 
B.
ICAP's Compliance Officer shall include a report in Board of Directors quarterly materials if:
 
 
(i)
Any violations occurred during the previous quarter; and/or
 
 
(ii)
If any changes to the existing Code of Ethics are recommended.

 
C.
On an annual basis ICAP’s Compliance Officer will include a certification stating that ICAP has adopted procedures reasonably necessary to prevent its access persons from violating this Code of Ethics.

VII.           SANCTIONS

Upon discovering a violation of this Code of Ethics, the Compliance Officer will conduct an inquiry into the circumstances and, if appropriate, will report such violation to the Board of Managers of ICAP.  Technical compliance with the Code’s procedures will not automatically insulate from scrutiny any trades that indicate an abuse of fiduciary duties.  The Board of Managers may impose such sanctions as it deems appropriate, including, among other sanctions, a letter of censure or suspension, or termination of the employment of the violator.
 
 
10

 
 
Exhibit 1
PERSONAL SECURITIES HOLDINGS – INITIAL

In accordance with Section V. E. of the Code of Ethics, please provide a list of all securities in which you have beneficial ownership (consult pages 1 and 2 of the Code for guidance as to the definition of beneficial ownership) as of ______________________________ by completing items 1. and 2. below.

1.  Please provide a list of each applicable account as indicated below:
 
 
 
Name on Account
Location of Account
 
Account Number
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________
       
__________________________
__________________________
 
__________________________

2.  For each account listed above, attach the account statement listing all securities held in that account as of _________________________.

I certify that this form and the attached statements include all of the securities in which I have a direct or indirect beneficial interest.
 
  ___________________________
 
Access Person Signature
   
Dated:  _______________________ ___________________________
 
Print Name
 
 
11

 
 
Exhibit 2
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS


I acknowledge that I have received and understand the Code of Ethics restated effective June 1, 2010, and represent:

1.  In accordance with the Code of Ethics, I will report all securities transactions in which I have a beneficial interest and which are required to be reported.

2.  I will comply with the Code of Ethics in all other respects.



_________________________________
Signature


__________________________________
Print Name


Dated:____________________

 
12

 
 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ John Y. Kim
     
John Y. Kim
 
Director/Trustee
December 15, 2010
 
 
 
 

 
  POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for her in her name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Susan B. Kerley
     
Susan B. Kerley
 
Chairman and Director/Trustee
December 15, 2010
       

 
 

 
 
 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc. and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Alan R. Latshaw
     
Alan R. Latshaw
 
Director/Trustee
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Peter Meenan
     
Peter Meenan
 
Director/Trustee
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Richard H. Nolan
     
Richard H. Nolan
 
Director/Trustee
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Richard S. Trutanic
     
Richard S. Trutanic
 
Director/Trustee
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Roman L. Weil
     
Roman L. Weil
 
Director/Trustee
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ John A. Weisser, Jr.
     
John A. Weisser, Jr.
 
Director/Trustee
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Jack R. Benintende
     
Jack R. Benintende
 
Treasurer and Principal Financial and Accounting Officer
December 15, 2010
 
 
 

 

 
POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of J. Kevin Gao, Thomas C. Humbert, Thomas Lynch, Kevin M. Bopp, Sander M. Bieber, Patrick W. D. Turley, Corey F. Rose, and Thomas C. Bogle his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all Registration Statements applicable to Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, The MainStay Funds, MainStay VP Series Fund, Inc., and MainStay VP Funds Trust and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
Signature
 
Title
Date
       
       
/s/ Stephen P. Fisher
     
Stephen P. Fisher
 
President
December 15, 2010