UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ¨ | Soliciting Material Pursuant to Rule 14a-12 |
ECLIPSE FUNDS
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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October 15, 2009
[CLIENT INFORMATION]
Dear ______________:
New York Life Investment Management LLC (“New York Life Investments”), the investment adviser to the MainStay Group of Funds (“The MainStay Funds”), including the Mid Cap Core Fund, recommended the reorganization of the Mid Cap Core Fund with and into the MainStay MAP Fund. The Board of Trustees (“Board”) of The MainStay Funds reviewed and approved this reorganization proposed by New York Life Investments in the context of New York Life Investments’ larger initiative involving the reorganization of a number of funds in The MainStay Funds. The Board concluded that the reorganizations would benefit the shareholders of the Mid Cap Core Fund, for several reasons, including the potential for cost savings over time due to economies of scale from combined portfolio assets and possible decreased expenses.
In connection with the reorganization of the MainStay Mid Cap Core Fund with and into the MainStay MAP Fund, the MainStay Mid Cap Core shareholders may wish to note that the MAP Fund and the Mid Cap Core Fund have similar investment objectives, although the MAP Fund has a secondary objective, to earn income, that the Mid Cap Core Fund does not. However, the principal investment strategies of the MAP Fund are different from those of the Mid Cap Core Fund. The Mid Cap Core Fund is classified in the Mid-Cap Blend category by Morningstar, Inc., while the MAP Fund is classified in the Large-Cap Blend category.
A copy of the Proxy Statement/Prospectus are enclosed with this letter. Please review with care the more detailed comparisons in the section entitled ‘‘Comparison of Investment Objectives, Strategies, Risk Factors and Management’’ with respect to this reorganization beginning on page 4 of the accompanying Proxy Statement/Prospectus and Exhibit B thereto, which contain additional comparative information regarding these two Funds. Further, please see the section of the accompanying Proxy Statement/Prospectus entitled ‘‘Comparison of Fees and Expenses’’ beginning on page 6 for more information regarding the current gross and net total annual fund operating expenses of the funds and how these expenses are expected to change as a result of the reorganization. Just to confirm, the Plan will pay no additional fees in connection with its investment in the mutual fund other than as set forth in the Proxy Statement/Prospectus.
Because Madison Square Investors LLC is an investment fiduciary with respect to your retirement plan, and MainStay MAP Fund is an affiliate of the Mid Cap Core Fund, ERISA rules require that you provide us with your written consent in order that we may continue this investment on a seamless basis as the merger is implemented.
Following the merger, subject to your approval below, there will be no limitations on our use of the MainStay MAP Fund as an investment vehicle for your Plan, except as imposed by your investment guidelines.
Accordingly, please sign and return a copy of this letter not later than October 21, 2009. If you do not return a signed letter, your plan's existing investment in the MainStay Mid Cap Core Fund may have to be liquidated prior to the merger and held until we receive your written instructions. This may have an adverse effect on our ability to meet your investment objectives.
If you have any questions or concerns, please contact Veda Pai-Panandiker at 212.938.8157.
Sincerely,
/s/ Michael Maquet
Michael Maquet
President & Chief Operating Officer
Madison Square Investors LLC
On behalf of the [CLIENT], I acknowledge receipt of the Prospectus and consent to MSI's use of the MainStay MAP Fund as an investment vehicle for the Plan.
| By: | ____________________________ |
| Title: | ____________________________ |
| Date: | ____________________________ |
October 20, 2009
Special Notice to MainStay Small Cap Growth Fund Shareholders
The shareholder meeting scheduled for October 16, 2009 regarding the proposed reorganization of the MainStay Small Cap Growth Fund into the MainStay Small Company Value Fund was adjourned until October 22, 2009 at 12:30 p.m. Eastern time. The shareholder meeting was adjourned due to allow the Fund additional time to solicit enough proxies to achieve quorum and pass the proposal.
If you have any questions, please feel free to call 800-MAINSTAY (624-6782).
Securities distributed by NYLIFE Distributors LLC.