Exhibit (a)(5)
THE NEW ENGLAND FUNDS
Amendment No. 4 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 Amended and Restated Agreement and Declaration of Trust, as
amended by Amendments Nos. 1, 2 and 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:
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 to do so 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 Government
Securities 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
Balanced Fund, TNE Value Fund, TNE Bond Income Fund, TNE Tax Exempt Income Fund,
TNE Global Government Fund, TNE International Equity Fund and TNE Capital Growth
Fund 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 Government Securities Fund, (2) TNE Growth Fund,
(3) TNE Balanced Fund, (4) TNE Value 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 Government Securities Fund, TNE Balanced Fund, TNE Value
Fund, TNE Bond Income Fund, TNE Tax Exempt Income Fund, TNE Global
Government Fund, 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.
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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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