NYLIM INSTITUTIONAL FUNDS



                              MANAGEMENT AGREEMENT

                              --------------------



     AGREEMENT,  made  as of  the  __ day of  ___________,  2001  between  NYLIM

INSTITUTIONAL FUNDS, a Delaware business trust (the "Trust"),  on behalf of each

series of the Trust set forth on Schedule A annexed  hereto,  as the same may be

amended from time to time (each, a "Fund," and collectively,  the "Funds"),  and

NEW YORK LIFE INVESTMENT  MANAGEMENT LLC, a Delaware limited  liability  company

(the "Manager").



                               W I T N E S S E T H

                               - - - - - - - - - -



     WHEREAS, the Trust is an open-end management  investment company registered

under the Investment Company Act of 1940, as amended (the "1940 Act");



     WHEREAS,  the shares of  beneficial  interest of the Trust  ("Shares")  are

divided into separate  series,  each of which has been established by resolution

of the Board of Trustees of the Trust (the "Trustees") and the Trustees may from

time to time terminate such series or establish and terminate additional series;

and



     WHEREAS,  each Fund  desires  to retain the  Manager  to render  investment

advisory  services  to the Fund,  and the  Manager  is  willing  to render  such

services on the terms and conditions hereinafter set forth;



     NOW, THEREFORE, the parties agree as follows:



     1.  Appointment.  Each  Fund  hereby  appoints  New  York  Life  Investment

Management  LLC to act as the  Manager  to each Fund for the  period  and on the

terms set forth in this  Agreement.  The Manager  accepts such  appointment  and

agrees to render the services  herein  described,  for the  compensation  herein

provided.



     2. Duties as  Manager.  Subject to the  supervision  of the  Trustees,  the

Manager shall manage the investment operations of each Fund and the compositions

of the portfolio of each Fund, including the purchase, retention and disposition

of securities  therein, in accordance with the investment  objectives,  policies

and restrictions of each Fund, as stated in the currently  effective  Prospectus

(as hereinafter defined) and subject to the following understandings:



     (a) The Manager shall (i) furnish each Fund with office facilities; (ii) be

responsible for the financial and accounting  records  required to be maintained

by each Fund (excluding those being maintained by the Fund's Custodian, Transfer

Agent  and  Administrator,  except  as to  which  the  Manager  has  supervisory

functions)  and other than those being  maintained by a Fund's  sub-adviser,  if

any;  and (iii)  furnish  each  Fund with  ordinary  clerical,  bookkeeping  and

recordkeeping services at such office facilities.



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     (b) The Manager shall provide  supervision of each Fund's  investments  and

determine from time to time what  investments  or securities  will be purchased,

retained,  sold or lent by the Fund,  and what portion of the Fund's assets will

be invested or held uninvested as cash.



     (c) The  Manager  shall use its best  judgment  in the  performance  of its

duties under this Agreement.



     (d) The Manager,  in the  performance of its duties and  obligations  under

this Agreement,  shall act in conformity with the Declaration of Trust,  By-Laws

and  Prospectus  (each  as  hereinafter  defined)  of the  Trust  and  with  the

instructions and directions of the Trustees of the Trust and will conform to and

comply with the  requirements of the 1940 Act and all other  applicable  federal

and state laws and regulations.



     (e) The  Manager,  and any  sub-adviser  to whom  such  authority  has been

delegated,  if any,  shall  determine the  securities to be purchased or sold by

each Fund and will place orders  pursuant to its  determination  with or through

such  persons,   brokers  or  dealers  (including  NYLIFE  Securities  Inc.)  in

conformity with the policy with respect to brokerage as set forth in the Trust's

Registration  Statement and Prospectus  (each as hereinafter  defined) or as the

Trustees may direct from time to time.  It is  recognized  that,  in providing a

Fund  with  investment  supervision  or the  placing  of  orders  for  portfolio

transactions,  the Manager or any sub-adviser will give primary consideration to

securing the most favorable price and efficient execution.  Consistent with this

policy, the Manger or any sub-adviser may consider the financial responsibility,

research and investment  information  and other services  provided by brokers or

dealers  who  may  effect  or be a  party  to any  such  transactions  or  other

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