ECLIPSE FUNDS INC. AMENDMENT TO SUBADVISORY AGREEMENT
Exhibit
d 2 g
AMENDMENT
TO SUBADVISORY AGREEMENT
This
Amendment to the Subadvisory Agreement, made as of the 28th day
of October, 2009 (the “Agreement”), between New York Life Investment Management
LLC, a Delaware limited liability company (the “Manager”) and Madison Square
Investors LLC, a Delaware limited liability company (the
“Subadvisor”).
WHEREAS, the Manager and the
Subadvisor are parties to a Subadvisory Agreement, dated August 1, 2008,
(“Agreement”); and
WHEREAS, the parties hereby
wish to amend the Agreement to reflect the removal of the Income Manager
Fund.
NOW, THEREFORE, the parties
agree as follows:
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(i)
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effective
October 28, 2009, 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.
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NEW
YORK LIFE INVESTMENT MANAGEMENT LLC
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Attest:
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/s/ Xxxxxx Xxxxx
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By:
/s/ Xxxxxxx X.
Xxxxxx
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Name:
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Xxxxxx
Xxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Vice
President & Assistant
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Title:
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Senior
Managing Director
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General
Counsel
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MADISON
SQUARE INVESTORS LLC
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Attest:
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/s/ Xxxxxx
Xxxx
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By:
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/s/ Xxxx Xxxxxx
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Name:
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Xxxxxx
Xxxx
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Name:Xxxx
Xxxxxx
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Title:
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2nd
Vice President
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Title:Chief
Executive
Officer
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SCHEDULE
A
(As of
October 28, 2009)
As
compensation for services provided by Subadvisor the Manager will pay the
Subadvisor and Subadvisor agrees to accept as full compensation for all services
rendered hereunder, at an annual subadvisory fee equal to the
following:
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FUND
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ANNUAL RATE
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Conservative
Allocation Fund
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0.050%
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Growth
Allocation Fund
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0.050%
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Growth
Equity Fund *
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0.350%
up to $500 million; and
0.3375%
in excess of $500 million
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Moderate
Allocation Fund
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0.050%
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Moderate
Growth Allocation Fund
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0.050%
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S&P
500 Index Fund *
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0.125%
up to $1 billion;
0.1125%
from $1 billion to $2 billion;
0.1075%
from $2 billion to $3 billion; and
0.100%
in excess of $3 billion
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130/30
Core Fund *
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0.500%
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130/30
Growth Fund *
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0.500%
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130/30
International Fund *
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0.550%
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Retirement
2010 Fund
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0.050%
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Retirement
2020 Fund
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0.050%
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Retirement
2030 Fund
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0.050%
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Retirement
2040 Fund
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0.050%
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Retirement
2050 Fund
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0.050%
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The
portion of the fee based upon the average daily net assets of the respective
Fund 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 Fund.
Payment
will be made to the Subadvisor on a monthly basis.
A-1
* For
certain Funds listed above, the Manager has agreed to waive a portion of each
Fund’s management fee or reimburse the expenses of the appropriate class of the
Fund so that the class’ total ordinary operating expenses do not exceed certain
amounts. These waivers or expense limitations may be changed with
Board approval. To the extent the Manager has agreed to waive its
management fee or reimburse expenses, Madison Square Investors LLC, as
Subadvisor for these Funds, has voluntarily agreed to waive or reimburse its fee
proportionately.
A-2
