ECLIPSE FUNDS INC., THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
ECLIPSE
FUNDS INC., THE MAINSTAY FUNDS AND
MAINSTAY
VP SERIES FUND, INC.
AMENDMENT
TO THE SUBADVISORY AGREEMENT
This
Amendment to the Subadvisory Agreement, is made as of the 16th day of
October 2009, between New York Life Investment Management LLC, a Delaware
limited liability company (the “Manager”) and Epoch Investment Partners, Inc., a
Delaware corporation (the “Subadvisor”).
WHEREAS, the Manager and the
Subadvisor are parties to a Subadvisory Agreement, dated June 29, 2009
(“Agreement”); and
WHEREAS, the parties hereby
wish to amend the Agreement: (i) to add the MainStay Epoch U.S. All
Cap Fund, a series of Eclipse Funds Inc.; and (ii) to reflect a name change for
the MainStay Total Return Fund, a series of The MainStay Funds.
NOW, THEREFORE, the parties
agree as follows:
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(i)
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Schedule
A is hereby amended by deleting it in its entirety and replacing it with
the Schedule attached hereto.
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IN WITNESS WHEREOF, the
parties have executed this Amendment to be effective as of the date first
written above.
NEW
YORK LIFE INVESTMENT MANAGEMENT LLC
By: /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Executive
Vice President
EPOCH
INVESTMENT PARTNERS, INC.
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief
Operating Officer
SCHEDULE
A
(Revised
as of close of business on October 16, 2009)
As
compensation for services provided by Subadvisor with respect to each of the
following Series the Manager will pay the Subadvisor and Subadvisor agrees to
accept as full compensation for services rendered hereunder, an annual
subadvisory fee with respect to such Series equal to the following:
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SERIES
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ANNUAL RATE
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MainStay
Epoch U.S. All Cap Fund1
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0.425%
on assets up to $500 million;
0.4125%
on assets from $500 million to $1 billion; and
0.40%
on assets over $1 billion
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MainStay
Small Cap Growth Fund1,
2
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0.425%
on assets up to $1 billion; and
0.40%
on assets over $1 billion
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MainStay
Income Builder Fund1,
3
(formerly
Total Return Fund)
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50%
of the effective gross management fee
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MainStay
VP Developing Growth Portfolio1
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0.400%
on assets up to $200 million;
0.375%
on assets from $200 million to $500 million;
0.3625%
on assets from $500 million to $1 billion; and
0.350%
on assets over $1 billion
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MainStay
VP Total Return Portfolio1,
4
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50%
of the effective gross management fee
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The fee
based upon the average daily net assets of the respective Series, unless
otherwise noted, shall be accrued daily at the rate of 1/(number of days in
calendar year) of the annual rate applied to the daily net assets of the
Series.
Payment
will be made to the Subadvisor on a monthly basis.
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1
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Effective
three years after the date of this Agreement, the Subadvisor will equally
share in any modifications to the management fee or management fee
breakpoints for the Series that are implemented subsequent to the date of
this Agreement.
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2
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With
respect to the MainStay Small Cap Growth Fund, to the extent that the net
management fee ratio for the Fund is less than the subadvisory fee ratio
due to total net expense limitation reimbursements, the Subadvisor has
agreed to receive an amount equal to the net management
fees.
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3
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Based
on the percentage of the Subadvisor’s Allocated Assets constituting the
Series’ average daily net assets. For reference, the management fee
schedule for MainStay Income Builder Fund is 0.64% on assets up to $500
million; 0.60% on assets between $500 million and $1 billion; and 0.575%
on assets over $1 billion.
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4
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Based
on the percentage of the Subadvisor’s Allocated Assets constituting the
Series’ average daily net assets. For reference, the management
fee schedule for MainStay VP Total Return Portfolio is 0.57% on assets up
to $1 billion and 0.55% on assets over $1
billion.
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