0001144204-09-065017 Sample Contracts

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

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ECLIPSE FUNDS INC., THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Eclipse Funds Inc.

This Amendment to the Subadvisory Agreement, is made as of the 16th day of October 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”).

ECLIPSE FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 17th, 2009 • Eclipse Funds Inc.

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”).

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS, MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Eclipse Funds Inc.

This Amendment to the Subadvisory Agreement, is made as of the 10th 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”).

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS, MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Eclipse Funds Inc.

This Amendment to the Subadvisory Agreement, is made as of the 20th 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”).

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