0000897436-06-000262 Sample Contracts

ECLIPSE FUNDS INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • June 29th, 2006 • Eclipse Funds Inc. • New York

The Amended and Restated Management Agreement, made between Eclipse Funds Inc., a Maryland corporation (the “Company”), effective as of March 30, 2005, as amended, is hereby amended and restated effective as of June 29, 2005, 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”).

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AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • June 29th, 2006 • Eclipse Funds Inc.

WHEREAS, Eclipse Funds Inc. is a party to an Amended and Restated Management Agreement, effective as of March 30, 2005 (the “Agreement”), with New York Life Investment Management LLC;

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