FORM N-SAR ECLIPSE FUNDS For Period Ended 10/31/10
FORM
N-SAR
Exhibit
77Q1(e)
811-04847
For
Period Ended 10/31/10
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000
Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
xxx.xxxxxxxxxxxxx.xxx
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As of
February 26, 2010
Board of
Trustees
00
Xxxxxxx Xxxxxx
New York,
NY 10010
Re: Expense
Limitation
Dear
Board of Trustees:
(1) This
letter will confirm New York Life Investment Management LLC’s (“New York Life
Investments”) intent that, in the event the annualized ratio of total ordinary
operating expenses (excluding taxes, interest, litigation, extraordinary
expenses, brokerage and other transaction expenses relating to the purchase or
sale of portfolio investments and the fees and expenses of any other fund in
which the Funds invest) to average daily net assets of each class of shares (the
“Class”) for the series of Eclipse Funds listed below (the “Fund”), calculated
daily in accordance with generally accepted accounting principles consistently
applied, exceeds the percentage set forth below, New York Life Investments will
waive a portion of the Fund’s management fees or reimburse the expenses of the
appropriate Class of the Fund in the amount of such excess, consistent with the
method set forth in Section (4) below.
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FUND/CLASS
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EXPENSE
LIMIT
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MainStay
U.S. Small Cap Fund
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Class
A
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1.53%
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Class
B
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2.38%
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Class
C
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2.38%
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Class
I
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1.17%
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Investor
Class
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1.63%
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New York
Life Investments authorizes the Fund and their administrator to reduce the
monthly expenses of the appropriate Class of a Fund or reduce its monthly
management fees to the extent necessary to effectuate the limitations stated in
this Section (1), consistent with the method set forth in Section (4)
below. New York Life Investments authorizes the Fund and its
administrator to request funds from us as necessary to implement the limitations
stated in this Section (1). New York Life Investments will pay to the
Fund or Class any such amounts, consistent with the method set forth in Section
(4) below, promptly after receipt of such request.
(2) The
expense caps set forth in this Agreement are effective from February 26, 2010
through February 28, 2011.
(3) The
foregoing expense limitations supersede any prior agreement regarding expense
limitations with respect to the specific Funds and Classes
herein. Each expense limitation is a calculated on an annual, not
monthly, basis, and is based on the fiscal year of the respective
Fund. Consequently, if the amount of expenses accrued by a Fund
during a month is less than the Fund’s expense limitation, the following shall
apply: (i) New York Life Investments shall be reimbursed by the respective
Class(es) of the Fund in an amount equal to such difference, consistent with the
method set forth in Section (4) below, but not in an amount in excess of any
deductions and/or payments previously made during the year; and (ii) to the
extent reimbursements are not made pursuant to Sub-Section (3)(i), the Class(es)
shall establish a credit to be used in reducing deductions and/or payments which
would otherwise be made in subsequent months of the fiscal year of the relevant
Fund. During the term of this Agreement, New York Life Investments
may recoup the amount of management fee waivers or expense reimbursements from a
Fund or Class pursuant to this arrangement consistent with the method set forth
in Section (4) below, if it does not cause the Fund or Class to exceed existing
expense limitations and such action is taken during the fiscal year of the Fund
in which New York Life Investments incurred the expense.
(4) Any
amount of fees or expenses waived, paid or reimbursed pursuant to the terms of
this Agreement shall be allocated among the Classes of shares of a Fund in
accordance with the terms of that Fund’s multiple class plan pursuant to Rule
18f-3 under the Investment Company Act of 1940, as amended (the “18f-3
Plan”). To this end, the benefit of any waiver or reimbursement of
any management fee and any other “Fund Expense,” as such term is defined in the
18f-3 Plan, shall be allocated to all shares of the Fund based on net asset
value, regardless of Class.
This Agreement shall in all cases be
interpreted in a manner consistent with the requirements of Revenue Procedure
96-47, 1996-2 CB 338, and Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to
avoid any possibility that a Fund is deemed to have paid a preferential
dividend. In the event of any conflict between any other term of this
Agreement and this Section (4), this Section (4) shall control.
* * *
This
Agreement shall be effective as of the date first written above.
NEW YORK
LIFE INVESTMENT MANAGEMENT LLC
By: /s/
Xxxxxxx X. Xxxxxx_
Name: Xxxxxxx
X. Xxxxxx
Title: Senior
Managing Director
ACKNOWLEDGED:
By: /s/ Xxxx X.
Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Treasurer
AMENDED
AND RESTATED
As of
August 1, 2009, as Amended August 1, 2010
Board of
Trustees
00
Xxxxxxx Xxxxxx
New York,
NY 10010
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Dear
Board of Trustees:
(1) This
letter will confirm New York Life Investments Management LLC’s (“New York Life
Investments’) intent that in the event the annualized ratio of total ordinary
fund operating expenses (excluding taxes, interest, litigation, extraordinary
expenses, brokerage and other transaction expenses relating to the purchase or
sale of portfolio investments and the fees and expenses of any other fund in
which the Funds invest) to average daily net assets of the Class A shares of
MainStay Balanced Fund (the “Fund”), calculated daily in accordance with
generally accepted accounting principles consistently applied, exceeds 1.24 %,
we will assume a portion of the Fund’s operating expenses in the amount of such
excess. An equivalent reduction will apply to the other share classes
of the Fund.
New York
Life Investments authorizes the Fund and the administrator to reduce our monthly
management fees or reimburse the monthly expenses of the appropriate Classes of
the Fund to the extent necessary to effectuate the limitations stated in this
Section (1), consistent with the method set forth in Section (4)
below. New York Life Investments authorizes the Fund and its
administrator to request funds from us as necessary to implement the limitations
stated in this Section (1). New York Life Investments will pay to the
Fund or Classes any such amounts, consistent with the method set forth in
Section (4) below, promptly after receipt of such request.
(2) The
expense caps set forth in this Agreement are effective from August 1, 2009
through February 28, 2011.
(3) The
foregoing expense limitations supersede any prior agreement regarding expense
limitations with respect to the Fund and Classes. Each expense
limitation is an annual, not monthly, expense limitation, and is based on the
fiscal year of the Fund. Consequently, if the amount of expenses
accrued by the Fund during a month is less than the Fund’s expense limitation,
the following shall apply: (i) New York Life Investments shall be reimbursed by
the respective Class(es) of the Fund in an amount equal to such
difference, consistent with the method set forth in Section (4) below, but not
in an amount in excess of any deductions and/or payments previously made during
the year; and (ii) to the extent reimbursements are not made pursuant to
Sub-Section 3(i), the Class(es) shall establish a credit to be used in reducing
deductions and/or payments which would otherwise be made in subsequent months of
the fiscal year of the Fund. New York Life Investments may recoup the amount of
management fee waivers or expenses reimbursements from the Fund or Class
pursuant to this arrangement consistent with the method set forth in Section (4)
below, if such action does not cause the Fund or Class to exceed existing
expense limitations, and such action is taken during the fiscal year of the Fund
in which New York Life Investments incurred the expense.
(4) Any
amount of fees or expenses waived, paid or reimbursed pursuant to the terms of
this Agreement shall be allocated among the Classes of shares of the Fund in
accordance with the terms of the Fund’s multiple class plan pursuant to Rule
18f-3 under the Investment Company Act of 1940, as amended (the “18f-3
Plan”). To this end, the benefit of any waiver or reimbursement of
any management fee and any other “Fund Expense,” as such term is defined in the
18f-3 Plan, shall be allocated to all shares of the Fund based on net asset
value, regardless of Class.
This
Agreement shall in all cases be interpreted in a manner consistent with the
requirements of Revenue Procedure 96-47, 1996-2 CB 338, and Revenue Procedure
99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that the Fund is
deemed to have paid a preferential dividend. In the event of any
conflict between any other term of this Agreement and this Section (4), this
Section (4) shall control.
* * *
NEW YORK
LIFE INVESTMENT MANAGEMENT LLC
By: /s/
Xxxxxxx X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: Senior
Managing Director
ACKNOWLEDGED:
By: /s/
Xxxx X. Xxxxxxxxxx
Name:
Xxxx X. Xxxxxxxxxx
Title: Treasurer
