0001144204-13-011716 Sample Contracts

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2013 • Eclipse Funds Inc.

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated February 28, 2012, between The MainStay Funds, MainStay Funds Trust, Eclipse Funds, and Eclipse Funds Inc. (each a “Company” and collectively, the “Companies”), on behalf of each series of the Companies (each a “Fund” and collectively, “Funds”), and New York Life Investment Management LLC (the “Adviser”)(“Agreement”).

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AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2013 • Eclipse Funds Inc.

This Amendment to the Amended and Restated Transfer Agency and Service Agreement (“Amendment”) is made on the 1st day of January, 2012, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, Eclipse Funds Inc., Inc., a Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust (each, a “Fund” and collectively, the “Funds”) and NYLIM Service Company LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

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