AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT As of August 1, 2009, as Amended August 1, 2010 Board of Trustees Eclipse Funds New York, NY 10010 Re: Expense Limitation Agreement Dear Board of Trustees:
Exhibit
h 9 (d)
AMENDED
AND RESTATED
As of
August 1, 2009, as Amended August 1, 2010
Board of
Trustees
00
Xxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
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.
* * *
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NEW
YORK LIFE INVESTMENT MANAGEMENT LLC
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Senior
Managing Director
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ACKNOWLEDGED:
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By:
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/s/ Xxxx X. Xxxxxxxxxx
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Name:
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Xxxx
X. Xxxxxxxxxx
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Title:
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Treasurer
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