EXHIBIT (d)(3)
AMENDMENT TO THE MANAGEMENT CONTRACT
The Management Contract dated January 7, 1987, as amended, between
Eclipse Funds (the "Trust") and Towneley Capital Management, Inc. concerning the
investment management of the portfolios designated as the Eclipse Equity Fund,
the Eclipse Balanced Fund, the Eclipse Ultra Short Term Income Fund, and the
Eclipse Growth and Income Fund is hereby amended as follows:
The first sentence of the sixth paragraph is replaced in its entirety
as follows:
6. In consideration of the foregoing, the Trust will pay you a
fee at the annual rate of one percent of the average daily net assets
of the Eclipse Equity Fund, plus .75 percent of the average daily net
assets of the Eclipse Balanced Fund, plus .40 percent of the average
daily net assets of the Eclipse Ultra Short Term Income Fund, plus .90
percent of the average daily net assets of the Eclipse Growth and
Income Fund.
IN WITNESS WHEREOF the parties have caused this Amendment to be
executed by their duly authorized officers, effective as of January 1, 1999.
ECLIPSE FUNDS By: /s/ Xxxxxx X Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
Date: October 20, 1998
TOWNELEY CAPITAL MANAGEMENT, INC. By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Chairman
Date: October 20, 1998
