SIXTH AMENDMENT TO THE DECLARATION OF TRUST OF ECLIPSE FUNDS
SIXTH
AMENDMENT TO THE
OF
This
AMENDMENT (the “Amendment”), made on and as of this 8th day of February, 2007 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇ of Brookline,
Massachusetts, as settler, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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,
such Declaration was further amended on December 22, 2003 in order to authorize
the Trust to issue one or more classes of shares (the “Fifth Amendment”), and
the Fifth 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:
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1.
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The
Declaration shall be amended to include the following additional
section:
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SECTION
7.4. Record Dates. For the purpose of determining the
Shareholders who are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to participate in any dividend or distribution,
or
for the purpose of any other action, the Trustees may from time to time close
the transfer books for such period, not exceeding thirty (30) days (except
at or
in connection with the termination of the Trust), as the Trustees may determine;
or without closing the transfer books the Trustees may fix a date and time
not
more than ninety (90) days prior to the date of any meeting of Shareholders
or
other action as the date and time of record for the determination of
Shareholders entitled to vote at such meeting or any adjournment thereof or
to
be treated as Shareholders of record for purposes of such other action, and
any
Shareholder who was a Shareholder at the date and time so fixed shall be
entitled to vote at such meeting or any adjournment thereof or to be treated
as
a Shareholder of record for purposes of such other action, even though he has
since that date and time disposed of his Shares, and no Shareholder becoming
such after that date and time shall be so entitled to vote at such meeting
or
any adjournment thereof or to be treated as a Shareholder of record for purposes
of such other action.
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 February 8, 2007.
IN
WITNESS WHEREOF, the undersigned,
being an officer of the Trust, has hereunto set her hand and seal, all as of
the
day and year first above written.
/s/:
▇▇▇▇▇▇▇▇▇▇ E.H.
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇
Secretary