Exhibit (a)(4)
TNE FUNDS TRUST
Amendment No. 3 to Second Amended and Restated
Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of TNE Funds
Trust (the "Trust"), hereby consent to and adopt the following amendment to the
Trust's Second Amended and Restated Agreement and Declaration of Trust, as
amended by Amendments Nos. 1 and 2 thereto (the "Declaration of Trust"), a copy
of which is on file in the office of the Secretary of State of The Commonwealth
of Massachusetts:
WHEREAS, Section 8 of Article VIII of the Declaration of Trust provides
that the Declaration of Trust may be amended at any time by an instrument in
writing signed by a majority of the Trustees when authorized so to do by a
majority of the Shares entitled to vote;
WHEREAS, Section 6(e) of Article III of the Declaration of Trust
provides that the Shareholders of any particular Series or class shall not be
entitled to vote on any matters as to which such Series or class is not
affected;
WHEREAS, a majority of the Shares of the Trust's TNE High Income Fund
series have authorized the Trustees to amend the Declaration of Trust to permit
such Series to issue one or more classes of shares of such Series having such
preferences or special or relative rights and privileges as the Trustees may
determine;
WHEREAS, Section 6 of Article III of the Declaration of Trust further
provides that each class of a Multi-Class Series shall have such rights and
preferences relative to other classes of the same Series as are set forth in
such Section 6, together with such other rights and preferences relative to such
other classes as are set forth in any resolution of the Trustees establishing
and designating such class of Shares; and
WHEREAS, the Declaration of Trust currently designates each of TNE
Massachusetts Tax Free Income Fund, TNE Adjustable Rate U.S. Government Fund,
TNE Growth Opportunities Fund, TNE Intermediate Term Tax Free Fund of California
and TNE Intermediate Tax Free Fund of New York as a Multi-Class Series;
NOW, THEREFORE, 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: (1) TNE Massachusetts Tax Free Income Fund, (2) TNE High
Income Fund, (3) TNE Limited Term U.S. Government Fund (formerly named
TNE Premium Income Fund), (4) TNE Adjustable Rate U.S. Government Fund,
(5) TNE Growth Opportunities Fund, (6) TNE Intermediate Term Tax Free
Fund of California and (7) TNE Intermediate Term Tax Free Fund of New
York; and the following Series shall be, and hereby are, designated
Multi-Class Series: TNE Massachusetts Tax Free Income Fund, TNE High
Income Fund, TNE Adjustable Rate U.S. Government Fund, TNE Growth
Opportunities Fund, TNE Intermediate Term Tax Free Fund of California
and TNE Intermediate Term Tax Free Fund of New York.
The foregoing amendment shall become effective as of the time it is
filed with the Secretary of State of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and
for our successors and assigns as of this 22nd day of September 1993.
/s/ Xxxxx X.X. Xxxxxxxxx
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