ECLIPSE FUNDS
51 Madison Avenue
New York, NY 10010
February 10, 2012
VIA EDGAR
Filing Desk
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Schedule 14A of Eclipse Funds |
File No.: 811-04847
Commissioners:
On behalf of Eclipse Funds (the “Registrant”), we are transmitting for filing with the Securities and Exchange Commission (the “Commission”) a proxy on Schedule 14A on behalf of MainStay Balanced Fund and MainStay U.S. Small Cap Fund (each a “Fund”), series of the Registrant. This filing relates to the following proposals:
| 1. | To approve an Agreement and Plan of Reorganization providing for the acquisition of all of the assets and liabilities of each Fund by a corresponding newly formed series of MainStay Funds Trust (each an “Acquiring Fund”), in exchange for shares of the Acquiring Fund followed by the complete liquidation of each Fund; |
| 2. | To grant the Registrant the authority to enter into and materially amend agreements with certain subadvisors on behalf of one or more of the Funds without obtaining shareholder approval; |
| 3. | To approve the amendment of or, in certain cases, the elimination of, the fundamental investment restrictions for the Funds; and |
| 4. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
No filing fee is due because the Registrant has previously registered an indefinite number of shares pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Please direct any questions concerning the filing to the undersigned at 973-394-4505.
| Very truly yours, | ||
| /s/ Thomas C. Humbert | ||
| Thomas C. Humbert | ||
| Assistant Secretary |
