0001144204-11-011352 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 30th day of October, 2009, 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”).

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Expense Limitation Agreement • February 28th, 2011 • Mainstay Funds
AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 16th day of October, 2009, 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”).

AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2011 • Mainstay Funds

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made as of the 24th day of April, 2009, 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”).

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

This Amendment to the Amended and Restated Management Agreement, is made as of the 1st day of August 2010, between The MainStay Funds, a Massachusetts 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”).

THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Mainstay Funds

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 1st day of August 2010, between New York Life Investment Management LLC, (the “Manager”) and MacKay Shields LLC, (the Subadvisor”).

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