0001144204-11-011368 Sample Contracts

Contract
Expense Limitation Agreement • February 28th, 2011 • Eclipse Funds
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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”).

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”).

ECLIPSE FUNDS INC., THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Eclipse Funds

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, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS, MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Eclipse Funds

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”).

ECLIPSE FUNDS AMENDMENT TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • February 28th, 2011 • Eclipse Funds

This Amendment (the “Amendment”) to the Subadvisory Agreement is made as of the 23rd day of October, 2009, by and 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”).

ECLIPSE FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS, MAINSTAY FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Eclipse Funds

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”).

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