FOURTH AMENDMENT
OF
ECLIPSE FUNDS
This AMENDMENT (the "Amendment"), made on and as of this 4th day of
December, 2002 by the Trustees of Eclipse Funds.
W I T N E S S E T H T H A T:
WHEREAS, the Agreement and Declaration of Trust (the "Declaration") of
Eclipse Equity Trust (the "Trust"), a trust with transferable shares under the
laws of Massachusetts, was signed and delivered by Xxxxx X. Xxxxx of Brookline,
Massachusetts, as settlor, and Xxxxxx X. Xxxxxxx of Boston, Massachusetts, as
trustee, at One Post Office Square, City of Boston, in the County of Suffolk,
and in the Commonwealth of Massachusetts, on July 30, 1986, and thereafter filed
in the offices of the Secretary of the Commonwealth of Massachusetts and the
Clerk of the City of Boston; and
WHEREAS, such Declaration was amended on October 2, 1986 to change the
name of such Trust from "Eclipse Equity Trust" to "Eclipse Financial Asset
Trust" (the "First Amendment"), and the First Amendment was thereafter filed in
the offices of the Secretary of the Commonwealth of Massachusetts and the Clerk
of the City of Boston; and
WHEREAS, such Declaration was further amended on December 1, 1997 to
change the name of such Trust from "Eclipse Financial Asset Trust" to "Eclipse
Funds" (the "Second Amendment"), and the Second Amendment was thereafter filed
in the offices of the Secretary of the Commonwealth of Massachusetts and the
Clerk of the City of Boston; and
WHEREAS, such Declaration was further amended on June 28, 2002 in order to
authorize the Trust to issue two classes of shares (the "Third Amendment"), and
the Third Amendment was thereafter filed in the offices of the Secretary of the
Commonwealth of Massachusetts and the Clerk of the City of Boston; and
WHEREAS, Section 9.3 of the Declaration provides certain procedures for
the Amendment thereof; and
WHEREAS, the Trustees have determined that it is desirable and in the best
interests of the Trust and its shareholders that the Declaration be further
amended as herein provided.
NOW THEREFORE, pursuant to Section 9.3 of the Declaration, the Declaration
shall be amended as follows:
1. The Declaration shall be amended to include the following additional
section:
SECTION 6.7. Classes of Shares. Shares of any Series of the Trust
may be issued in three classes, each in an unlimited number, which,
notwithstanding any provision to the contrary in the Declaration,
shall have the relative rights and preferences as between the three
classes which shall have been fixed and determined in a multiple
class plan heretofore or hereafter adopted by the Trustees pursuant
to Rule 18f-3 under the 1940 Act, as amended from time to time in
accordance with the 1940 Act (the "Rule 18f-3 Plan"). All references
to shares in this Declaration shall be deemed to be shares of any or
all classes as the context may require.
The undersigned, being an officer of the Trust, hereby certifies that the
foregoing amendments has been duly adopted by vote of a majority of the Trustees
at a meeting duly called and held on December 3, 2002.
IN WITNESS WHEREOF, the undersigned, being an officer of the Trust, has
hereunto set his hand and seal, all as of the day and year first above written
--------------------------
Xxxx X. Xxxxx
Assistant Secretary
ACKNOWLEDGEMENTS
STATE OF NEW JERSEY )
: ss.:
XXXXXX COUNTY )
On this 4th day of December, 2002, before me personally appeared Xxxx X.
Xxxxx, to me known and known to me to be the person described in and who
executed the foregoing Amendment as an officer of the Trust, as stated herein,
and she acknowledged that she executed the same as her free act and deed, and
that she is an officer now in office of the trust established by the foregoing
instrument.
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Notary Public
[NOTARIAL SEAL]
