EXHIBIT a(3)
NEW ENGLAND FUNDS TRUST III
Amendment No. 2 to Agreement
and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New England
Funds Trust III (the "Trust"), having determined it to be consistent with the
fair and equitable treatment of all shareholders of the Trust, hereby amend the
Trust's Agreement and Declaration of Trust (the "Declaration of Trust"), a copy
of which is on file in the office of the Secretary of State of The Commonwealth
of Massachusetts, as follows:
1. The first sentence of Section 6 of Article III of the Declaration of
Trust is hereby amended to read in its entirety as follows:
Without limiting the authority of the Trustees set forth in Section 5,
inter alia, to establish and designate any further Series or classes or to
modify the rights and preferences of any Series or class, each of the
following Series shall be, and is hereby, established and designated as a
Multi-Class Series: (1) New England Equity Income Fund; (2) New England
Bullseye Fund; (3) New England Core Equity Fund; (4) New England Stock and
Bond Fund; (5) New England Select Fund; (6) New England Small Cap Value
Fund; (7) New England Small Cap Growth Fund; (8) New England Total Return
Bond Fund.
The foregoing amendment shall become effective as of the time it is filed
with the Secretary of State of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our
successors and assigns as of the 12th day of February, 1999.
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