MAINSTAY FUNDS TRUST
51 Madison Avenue
New York, NY 10010
March 28, 2013
VIA EDGAR
Filing Desk
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: | Preliminary Schedule 14A for MainStay Funds Trust |
File No.: 811-22321 |
Commissioners:
On behalf of MainStay Funds Trust (the “Registrant”), we are transmitting for filing with the Securities and Exchange Commission (the “Commission”) a proxy on Schedule 14A on behalf of MainStay Epoch U.S. All Cap Fund (the “Fund”), a series of the Registrant. This filing relates to the following proposals:
1. | To approve a new subadvisory agreement with respect to the Fund between Epoch Investment Partners, Inc. (‘‘Epoch’’) and New York Life Investments prompted by the change of control of Epoch; |
2. | To approve the amendment of the fundamental investment restrictions of the Fund; |
3. | To grant the Trust the authority to enter into and materially amend agreements with certain subadvisors on behalf of the Fund without obtaining shareholder approval; and |
4. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
No filing fee is due because the Registrant has previously registered an indefinite number of shares pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Please direct any questions concerning the filing to the undersigned at 973-394-4505.
Very truly yours,
/s/ Thomas C. Humbert
Thomas C. Humbert
Assistant Secretary