Exhibit (d)(I)(1)(e)
Eclipse Funds Inc.
MainStay Income Manager Fund
Form of Expense Limitation Agreement
As of January 1, 2006
Board of Directors
Eclipse Funds Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
RE: Expense Reimbursement
Dear Board of Directors:
1. This letter will confirm our intent that, in the event the annualized
ratio of total ordinary operating expenses (excluding taxes, interest,
litigation, extraordinary expenses, and brokerage and other transaction expenses
relating to the purchase or sale of portfolio investments) to average daily net
assets of Class I shares for the MainStay Income Manager Fund (the "Fund"),
calculated daily in accordance with generally accepted accounting principles
consistently applied exceeds the percentage set forth below, we will waive fees
or reimburse the expenses of the Fund (and each class thereof, in equal amounts)
in the amount of such excess:
FUND EXPENSE LIMIT
---- -------------
MainStay Income Manager Fund 0.90%
2. In addition, we confirm our intent that, in the event the annualized
ratio of total ordinary operating expenses (excluding taxes, interest,
litigation, extraordinary expenses, and brokerage and other transaction expenses
relating to the purchase or sale of portfolio investments) to average daily net
assets of Class A shares for the Fund, calculated daily in accordance with
generally accepted accounting principles consistently applied, exceeds the
percentage set forth below, we will reimburse the transfer agent expenses of,
the Class A, Class B and Class C share classes (the "Classes") of each such Fund
in the amount of such excess:
FUND EXPENSE LIMIT
---- -------------
MainStay Income Manager Fund 0.99%
3. Our undertaking to waive fees and reimburse expenses as stated above may
not be terminated without prior approval of the Board of Directors.
4. The foregoing expense limitations supersede any prior agreement
regarding expense limitations. Each expense limitation is an annual, not
monthly, expense limitation, and is based on the fiscal years of the Fund.
Consequently, if the amount of expenses accrued during a month is less than an
expense limitation, the following shall apply: (i) we shall be reimbursed by the
Fund or Class(es) in an amount equal to such difference, 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 (i), the Fund and/or
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 year. We
shall be entitled to reimbursement from the Fund or Class of any fees waived
pursuant to this arrangement if such reimbursement does not cause the Fund or
Class to exceed existing expense limitations, and the reimbursement is made
within three years.
5. We authorize the Fund and its administrator to reduce our monthly
management fees to the extent necessary to effectuate the limitations stated in
Paragraph 1 above. In the event accrued expenses exceed the limitations stated
in Paragraph 1 above after the reduction in our management fees, we authorize
the Fund and its administrator to invoice us quarterly for the difference. We
will pay to the Fund any such amounts promptly after receipt of an invoice.
6. In the event accrued expenses exceed the limitations stated in Paragraph
2 above, we authorize the Fund and its administrator to invoice us quarterly for
the difference. We will pay to the Classes any such amounts promptly after
receipt of an invoice.
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
By:
-----------------------------------
Authorized Officer
ACKNOWLEDGED:
ECLIPSE FUNDS INC.
By:
-----------------------------------
Authorized Officer
