0001144204-09-065016 Sample Contracts

ECLIPSE FUNDS INC., THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Mainstay Funds

This Amendment to the Subadvisory Agreement, is made as of the 16th day of October 2009, 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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THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 17th, 2009 • Mainstay Funds

This Amendment to the Amended and Restated Management Agreement, is made as of the 16th day of October 2009, between The MainStay Funds, a Massachusetts business trust (the “Trust”), 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”).

THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 17th, 2009 • Mainstay Funds

This Amendment to the Amended and Restated Management Agreement, is made as of the 12th day of November 2009, between The MainStay Funds, a Massachusetts business trust (the “Trust”), 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”).

THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Mainstay Funds

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 16th day of October 2009, 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”).

THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Mainstay Funds

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 1st day of November 2009, 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”).

THE MAINSTAY FUNDS AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 17th, 2009 • Mainstay Funds

This Amendment to the Amended and Restated Management Agreement, is made as of the 24th day of November 2009, between The MainStay Funds, a Massachusetts business trust (the “Trust”), 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”).

THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • December 17th, 2009 • Mainstay Funds • New York

This 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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