FORM N-SAR Exhibits 77Q1(a) ECLIPSE FUNDS INC. For Period Ended 10/31/10
FORM
N-SAR
Exhibits
77Q1(a)
811-06175
For
Period Ended 10/31/10
AMENDED
AND RESTATED
As of
August 1, 2009, as Amended August 1, 2010
Board of
Directors
00
Xxxxxxx Xxxxxx
New York,
NY 10010
Dear
Board of Directors:
(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
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 funds in
which the Fund invests) to average daily net assets of the Class A shares of
MainStay High Yield Opportunities Fund (the “Fund”), calculated daily in
accordance with generally accepted accounting principles consistently applied,
exceeds 1.30%, we will assume a portion of the Fund’ 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 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 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
Fund and/or Class 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. During the term of this Agreement, New York Life Investments
may recoup the amount of management fee waivers or expense 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 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.
* * *
NEW YORK
LIFE INVESTMENT MANAGEMENT LLC
By: /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Senior
Managing Director
ACKNOWLEDGED:
By: /s/
Xxxx X. Xxxxxxxxxx
Xxxx X.
Xxxxxxxxxx
Treasurer
