Exhibit (a)(3)
TNE FUNDS TRUST
Amendment No. 2 to Second Amended and Restated
Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of TNE Funds
Trust (the "Trust"), hereby consent to and adopt the following amendment to the
Trust's Second Amended and Restated Agreement and Declaration of Trust, as
amended by 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:
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 so to do 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 each of TNE Massachusetts Tax Free
Income Fund, TNE Adjustable Rate U.S. Government Fund and TNE Growth
Opportunities Fund (each a Series of the Trust) have authorized the Trustees to
amend the Declaration of Trust to permit each 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
Intermediate Term Tax Free Fund of California and TNE Intermediate Tax Free
Fund of New York 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 Massachusetts Tax Free Income Fund, (2) TNE High Income Fund, (3)
TNE Limited Term U.S. Government Fund (formerly named TNE Premium Income
Fund), (4) TNE Adjustable Rate U.S. Government Fund, (5) TNE Growth
Opportunities Fund, (6) TNE Intermediate Term Tax Free Fund of California
and (7) TNE Intermediate Term Tax Free Fund of New York; and the following
Series shall be, and hereby are, designated Multi-Class Series: TNE
Massachusetts Tax Free Income Fund, TNE Adjustable Rate U.S. Government
Fund, TNE Growth Opportunities Fund, TNE Intermediate Term Tax Free Fund
of California and TNE Intermediate Term Tax Free Fund of New York.
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 10th day of September 1993.
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