Exhibit a.II.(8)
FIFTH AMENDMENT TO THE
DECLARATION OF TRUST
OF
ECLIPSE FUNDS
This AMENDMENT (the "Amendment"), made on and as of this 22 day of
December, 2003 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, such Declaration was further amended on December 26, 2002 in
order to authorize the Trust to issue three classes of shares (the "Fourth
Amendment"), and the Fourth 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 one or more 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 any 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 have been duly adopted by affirmative vote of a
majority of the Trustees at a meeting duly called and held on September 24,
2003.
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
/s/ Xxxxxxx Xxxxxxx
------------------------
Xxxxxxx Xxxxxxx
Assistant Secretary
ACKNOWLEDGEMENTS
STATE OF NEW JERSEY )
: ss.:
XXXXXX COUNTY )
On this 22 day of December, 2003, before me personally appeared Xxxxxxx
Xxxxxxx, 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 he acknowledged that he executed the same as his free act and deed, and that
he is an officer now in office of the Trust established by the foregoing
instrument.
/s/ Xxxxxxxxx Xxxxx
-------------------------
Notary Public
[NOTARIAL SEAL]
