0001144204-11-011364 Sample Contracts

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ECLIPSE FUNDS INC. AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Eclipse Funds Inc.

This Amendment to the Subadvisory Agreement, made as of the 28th day of October, 2009 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Madison Square Investors LLC, a Delaware limited liability company (the “Subadvisor”).

ECLIPSE FUNDS INC. AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2011 • Eclipse Funds Inc.

This Amendment to the Amended and Restated Subadvisory Agreement, made as of the 26th day of February, 2010 (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”).

ECLIPSE FUNDS INC. AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Eclipse Funds Inc.

This Amendment (the “Amendment”) to the Amended and Restated Management Agreement is made as of the 16th day of October, 2009, by and between Eclipse Funds Inc., a Maryland corporation (the “Company”), and New York Life Investment Management LLC, a Delaware limited liability company (“the “Manager”).

ECLIPSE FUNDS INC. AMENDMENT TO THE MANAGEMENT AGREEMENT
Management Agreement • February 28th, 2011 • Eclipse Funds Inc.

This Amendment to the Management Agreement is hereby made as of the 26th day of February, 2010 (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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