Exhibit (a)(5)
NEW ENGLAND ZENITH FUND
Amendment No. 4 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, (as amended through Amendment No. 3 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:
The undersigned Trustees (i) desiring to change the name of the Westpeak
Growth and Income Series to "FI Structured Equity Series", (ii) desiring to
change the name of the Capital Growth Series to "Zenith Equity Series", (iii)
desiring to change the name of the Xxxxxx Oakmark Mid Cap Value Series to
"Xxxxxx Oakmark Focused Value Series", (iv) desiring to add the Xxxxxxxx Growth
Series to the Trust, (v) desiring to add the FI Mid Cap Opportunities Series to
the Trust, and (vi) desiring to add the Capital Guardian U.S. Equity Series to
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 Multi-Class
Series shall be, and is hereby, established and designated: (1) the "State
Street Research Money Market Series," (2) the "State Street Research Bond Income
Series," (3) the "Zenith Equity Series," (4) the "MFS Total Return Series," (5)
the "FI Structured Equity Series," (6) the "Xxxxxx Oakmark Focused Value
Series", (7) the "Xxxxxx Xxxxxx Small Cap Series," (8) the "Balanced Series",
(9) the "Salomon Brothers U.S. Government Series," (10) the "Salomon Brothers
Strategic Bond Opportunities Series," (11) the "Xxxxx Venture Value Series,"
(12) the "Xxxxx Equity Growth Series," (13) the "MFS Investors Trust Series,"
(14) the "MFS Research Managers Series.", (15) the "Capital Guardian U.S. Equity
Series", (16) the "FI Mid Cap Opportunities Series", and (17) the "Xxxxxxxx
Growth Series".
The foregoing amendment shall become effective as of May 1, 2002.
IN WITNESS WHEREOF, we have hereunder set our hands for ourselves and for
our successors and assigns as of the 24th day of April 2002.
/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
