Exhibit a-3
NEW ENGLAND ZENITH FUND
Amendment No. 2 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. 1 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 terminate the Westpeak Stock Index
Series, such Series having no outstanding shares; and (ii) desiring to change
the name of the MFS Investors Series to the "MFS Investors Trust Series", 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 "Back Bay Advisors Managed Series," (5)
the "Westpeak Growth and Income Series," (6) the "Xxxxxx Oakmark Mid Cap 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,"
and (14) 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 as of the 1st day of May 2001.
/s/ Xxxx X. Arena /s/ Xxxxxx X. Xxxxxxxx
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