ECLIPSE FUNDS AMENDMENT TO THE SUBADVISORY AGREEMENT
Exhibit
d 2 (a) ii
AMENDMENT
TO THE SUBADVISORY AGREEMENT
This
Amendment (the “Amendment”) to the Subadvisory Agreement is made as of the
23rd
day of October, 2009, by and 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 parties hereto have
entered into a Subadvisory Agreement (the “Agreement”) dated as of January 1,
2009;
NOW,
THEREFORE, for good and adequate consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to amend the Agreement as
follows:
1.
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Schedule
A of the Agreement is hereby deleted in its entirety and replaced with the
attached Schedule A, which reflects the removal of the MainStay Mid Cap
Core Fund from the Schedule effective as of the close of business on
October 23, 2009.
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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
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By:
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/s/ Xxxxx X.Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
Executive Vice President
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MADISON
SQUARE INVESTORS LLC
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By:
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/s/ Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Title:
Chief Executive Officer
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SCHEDULE
A
(Revised
as of the close of business on October 23, 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:
FUND NAME
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ANNUAL RATE
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Balanced
Fund *
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0.350%
up to $1 billion;
0.325%
from $1 billion to $2 billion; and
0.300%
in excess of $2 billion**
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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.
* For the
Fund listed above, the Manager has agreed to waive a portion of the 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 this Fund, has voluntarily agreed to waive or reimburse its fee
proportionately.
**The
Subadvisor manages the equity portion of the Balanced Fund. The
annual rate is based on the percentage of the Subadvisor’s Allocated Assets
constituting the Series’ average daily net assets.
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