Exhibit (a)(2)
NEW ENGLAND ZENITH FUND
Amendment No. 1 to Amended and Restated Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New England
Zenith Fund (the "Trust"), hereby consent to and adopt the following amendment
to the Trust's Amended and Restated Agreement and Declaration of Trust dated
October 30, 2000, (the "Declaration of Trust"), a copy of which is on file in
the office of the Secretary of State of The Commonwealth of Massachusetts:
The undersigned Trustees (i) desiring to terminate the Xxxxxx Xxxxxxx
International Magnum Equity Series, such Series having no outstanding shares;
and (ii) desiring to designate each remaining Series as Multi-Class Series; and
having determined it to be consistent with the fair and equitable treatment of
all shareholders of the Trust, 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
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alia, to establish and designate any further Series or classes or to modify the
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rights and preferences of any Series or class, each of the following Multi-Class
Series shall be, and is hereby, established and designated: (1) the "Back Bay
Advisors Money Market Series" (2) the "Back Bay Advisors Bond Income Series,"
(3) the "Capital Growth Series," (4) the "Westpeak Stock Index Series," (5) the
"Back Bay Advisors Managed Series," (6) the "Westpeak Growth and Income Series,"
(7) the "Xxxxxx Oakmark Mid Cap Value Series", (8) the "Xxxxxx Xxxxxx Small Cap
Series," (9) the "Balanced Series", (10) the "Salomon Brothers U.S. Government
Series," (11) the "Salomon Brothers Strategic Bond Opportunities Series," (12)
the "Xxxxx Venture Value Series," (13) the "Xxxxx Equity Growth Series," (14)
the "MFS Investors Series," and (15) the "MFS Research Managers Series."
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 hereunder set our hands for ourselves and for
our successors and assigns this 1st day of February 2001.
/s/ Xxxx X. Arena /s/ Xxxxxx X. Xxxxxxxx
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Xxxx X. Arena Xxxxxx X. Xxxxxxxx
/s/ Xxxx Xxx Xxxxx /s/ Xxxx X. Xxxxx
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Xxxx Xxx Xxxxx Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxx Xxxxxxxxx
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Xxxx X. Xxxxxx Xxxxx Xxxxxxxxx
/s/ Xxxx X. Xxxxx /s/ Xxxx Xxxxxx Xxxxxxxx
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Xxxx X. Xxxxx Xxxx Xxxxxx Xxxxxxxx
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