0001144204-09-037796 Sample Contracts

ECLIPSE FUNDS SUBADVISORY AGREEMENT
Subadvisory Agreement • July 17th, 2009 • Eclipse Funds • New York

This Subadvisory Agreement, made as of the 31st day of January, 2009 (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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ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND MAINSTAY VP SERIES FUND, INC. INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • July 17th, 2009 • Eclipse Funds • New York

This Interim Subadvisory Agreement, made as of the 29th day of June, 2009 (the “Agreement”), 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 AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • July 17th, 2009 • Eclipse Funds

This Amendment (the "Amendment") to the Amended and Restated Management Agreement is made as of the 13th day of February, 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").

AMENDMENT
Master Fund Sub-Accounting and Sub-Administration • July 17th, 2009 • Eclipse Funds

This amendment (the "Amendment") to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 30th day of April 2008, by and between New York Life Investment Management LLC ("NYLIM") and State Street Bank & Trust Company (the "Bank") (formerly, Investors Bank & Trust Company).

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