0001144204-09-037805 Sample Contracts

ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND MAINSTAY VP SERIES FUND, INC. INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • July 17th, 2009 • Eclipse Funds Inc. • 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”).

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AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • July 17th, 2009 • Eclipse Funds Inc.

This amendment (the “Amendment”) to Master Custodian Agreement is made as of the 30th day of April, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”) (formerly Investors Bank & Trust Company).

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