Eclipse Funds Sample Contracts

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SECOND AMENDMENT
Eclipse Funds • February 27th, 1998
ECLIPSE FUNDS
Management Agreement • February 16th, 2007 • Eclipse Funds • New York
BETWEEN
Agency and Service Agreement • December 29th, 2000 • Eclipse Funds • Massachusetts
THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • July 17th, 2009 • Mainstay Funds • New York

This Subadvisory Agreement, made as of the 29th 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”).

ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND MAINSTAY VP SERIES FUND, INC. INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • December 17th, 2009 • Eclipse Funds • New York

This Interim Subadvisory Agreement, made as of the 29th 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”).

AGREEMENT AND PLAN OF REORGANIZATION MAINSTAY SMALL CAP GROWTH FUND MAINSTAY U.S. SMALL CAP FUND
Agreement and Plan of Reorganization • April 20th, 2010 • Eclipse Funds

This agreement is intended to be and is adopted as a plan of reorganization and liquidation (the “Plan”) within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization and liquidation will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Investor Class, Class A, Class B, Class C and Class I shares of beneficial interest of the Acquiring Fund (“Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, as provided herein (“Reorganization”), all upon the terms and conditions hereinafter set forth in this Plan.

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Eclipse Funds

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 13th day of February, 2009, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Eclipse Funds

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 13th day of February, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Custodian Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Eclipse Funds

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 29th day of September, 2008, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company. WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Eclipse Funds

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 29th day of September, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”). WHEREAS, the parties hereto have entered into a Master Custodian Agreement, as amended (the “Agreement”); and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub • March 2nd, 2009 • Eclipse Funds

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 29th day of September, 2008, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”). WHEREAS, the parties hereto have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement, as amended (the “Agreement”); and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMONG THE MAINSTAY FUNDS, ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLC
Transfer Agency and Service Agreement • March 2nd, 2009 • Eclipse Funds • New Jersey

This AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1st day of October, 2008, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, and Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation (each, a “Fund” and collectively, the “Funds”) and NYLIM SERVICE COMPANY LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

ECLIPSE FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 2nd, 2009 • Eclipse Funds • New York

This Amended and Restated Management Agreement is hereby made as of the 1st day of August, 2008 (the “Agreement”) between Eclipse Funds, a Massachusetts 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”).

FOURTH AMENDMENT OF ECLIPSE FUNDS
Eclipse Funds • December 30th, 2002 • Eclipse Funds
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Contract
Expense Limitation Agreement • February 28th, 2011 • Eclipse Funds
SIXTH AMENDMENT TO THE DECLARATION OF TRUST OF ECLIPSE FUNDS
Eclipse Funds • June 29th, 2007

WHEREAS, the Agreement and Declaration of Trust (the “Declaration) of Eclipse Equity Trust (the “Trust”), a trust with transferable shares under the laws of Massachusetts, was signed and delivered by Bryan G. Tyson of Brookline, Massachusetts, as settler, and Thomas E. Weesner of Boston, Massachusetts, as trustee, at One Post Office Square, City of Boston, in the County of Suffolk, and in the Commonwealth of Massachusetts, on July 30, 1986, and thereafter filed in the offices of the Secretary of the Commonwealth of Massachusetts and the Clerk of the City of Boston; and

ECLIPSE FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 30th, 2008 • Eclipse Funds

This Amendment (the “Amendment”) to the Amended and Restated Management Agreement is made as of the 29th day of September, 2008, by and between Eclipse Funds, a Massachusetts business trust (the “Trust”), and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

FORM N-SAR ECLIPSE FUNDS For Period Ended 10/31/10
Expense Limitation Agreement • December 30th, 2010 • Eclipse Funds
OF
Eclipse Funds • February 16th, 2007
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2011 • Eclipse Funds
ECLIPSE FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Eclipse Funds

This Amendment (the “Amendment”) to the Amended and Restated Management Agreement is made as of the 30th day of October, 2009, by and between Eclipse Funds, a Massachusetts business trust (the “Trust”), and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

FORM N-SAR ECLIPSE FUNDS FOR PERIOD ENDED 4/30/12 ECLIPSE FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • June 28th, 2012 • Eclipse Funds • New York

This Amended and Restated Management Agreement is hereby made as of the 28th day of February, 2012 (the “Agreement”) between Eclipse Funds, a Massachusetts 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”).

ECLIPSE FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Eclipse Funds

This Amendment (the “Amendment”) to the Amended and Restated Management Agreement is made as of the 23rd day of October, 2009, by and between Eclipse Funds, a Massachusetts business trust (the “Trust”), and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

THE MAINSTAY FUNDS AGREEMENT AND PLAN OF REORGANIZATION MAINSTAY SMALL CAP VALUE FUND MAINSTAY SMALL CAP OPPORTUNITY FUND
Mainstay Funds • April 6th, 2009 • Eclipse Funds • New York

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation (“Plan”) within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (“Code”). The reorganization and liquidation will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Investor Class, Class A, Class B, Class C and Class I shares of beneficial interest of the Acquiring Fund (“Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, as provided herein (“Reorganization”), all upon the terms and conditions hereinafter set forth in this Agreement.

AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
Sub-Transfer Agency and Service Agreement • March 2nd, 2009 • Eclipse Funds

This Amendment to the Sub-Transfer Agency and Service Agreement (the “Amendment”) is made as of the 1st day of October, 2008 by and between NYLIM Service Company LLC (“Transfer Agent”) and Boston Financial Data Services, Inc. (“Sub-Transfer Agent”).

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