0001133228-09-000168 Sample Contracts

ECLIPSE FUNDS INC. AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • March 2nd, 2009 • Eclipse Funds Inc. • New York

This Amended and Restated Subadvisory Agreement, made as of the 1st day of August, 2008 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

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AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMONG THE MAINSTAY FUNDS, ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLC
Transfer Agency and Service Agreement • March 2nd, 2009 • Eclipse Funds Inc. • New Jersey

This AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1st day of October, 2008, 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 MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 13th day of February, 2009, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 13th day of February, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

ECLIPSE FUNDS INC. AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to the Amended and Restated Management Agreement is made as of the 30th day of October, 2008, by and between Eclipse Funds Inc., a Maryland corporation (the “Company”), and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 29th day of September, 2008, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
Sub-Transfer Agency and Service Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment to the Sub-Transfer Agency and Service Agreement (the “Amendment”) is made as of the 1st day of October, 2008 by and between NYLIM Service Company LLC (“Transfer Agent”) and Boston Financial Data Services, Inc. (“Sub-Transfer Agent”).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 29th day of September, 2008, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company.

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 13th day of February, 2009, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 29th day of September, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”).

ECLIPSE FUNDS INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 2nd, 2009 • Eclipse Funds Inc. • New York

This Amended and Restated Management Agreement is hereby made as of the 1st day of August, 2008 (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”).

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