ECLIPSE FUNDS
51 Madison Avenue
New York, NY 10010
July 30, 2009
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC 20549
| RE: | Eclipse Funds Schedule 14A File No.: 033-08865 |
Commissioners:
On behalf of Eclipse Funds (the “Registrant”), we are transmitting for filing with the Securities and Exchange Commission (the “Commission”) a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. This filing relates to a proposal for shareholder approval to appoint Epoch Investment Partners, Inc., an affiliate of the Registrant, to serve as subadvisor to the MainStay Small Company Value Fund, a series of the Registrant.
Please direct any questions concerning the filing to the undersigned at 973-394-4505.
| | Sincerely, |
| | |
| | /s/ Thomas C. Humbert |
| | |
| | Thomas C. Humbert |
| | Assistant Secretary |
