Exhibit (a)(2)
THE NEW ENGLAND FUNDS
Amendment No. 1 to Amended and Restated Agreement
and Declaration of Trust
The undersigned, being at least a majority of the Trustees of The New
England Funds (the "Trust"), hereby consent to and adopt the following amendment
to 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:
The undersigned Trustees 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 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 Government Securities Fund, (2) TNE Growth Fund,
(3) TNE Balanced Fund, (4) TNE Retirement Equity Fund, (5)TNE Bond
Income Fund, (6) TNE Tax Exempt Income Fund, (7) TNE Global Government
Fund, (8) TNE International Equity Fund and (9) TNE Capital Growth
Fund; and the following Series shall be, and are hereby, designated as
Multi-Class Series: TNE International Equity Fund and TNE Capital
Growth 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 hands for ourselves and
for our successors and assigns this 24th day of July, 1992.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
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