FORM N-SAR EXHIBITS 77Q1(E) ECLIPSE FUNDS INC. FOR PERIOD ENDED 4/30/12 ECLIPSE FUNDS INC. AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 28th, 2012 • Eclipse Funds Inc. • New York
Contract Type FiledJune 28th, 2012 Company JurisdictionThis Amended and Restated Management Agreement is hereby made as of the 28th day of February, 2012 (the “Agreement”) between Eclipse Funds Inc., a Maryland corporation (the “Company”), 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”).