0001144204-09-065018 Sample Contracts

ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND MAINSTAY VP SERIES FUND, INC. INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • December 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”).

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

This Amendment (the “Amendment”) to the Amended and Restated Management Agreement is made as of the 30th day of October, 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”).

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