EXHIBIT 3.1
NEW ENGLAND ZENITH FUND
Amendment No. 10 to 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 Agreement and Declaration of Trust (as amended through Amendment
No. 9 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 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
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modify the rights and preferences of any Series or class, each of the
following 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 "Westpeak
Stock Index Series," (5) the "Back Bay Advisors Managed Series," (6) the
"Westpeak Growth and Income Series," (7) the "Xxxxxxx Xxxxx Xxxxxx Value
Series," (8) the "Xxxxxx Xxxxxx Small Cap Series," (9) the "Xxxxxx Xxxxxx
Balanced Series," (10) the "Xxxxxx Xxxxxxx International Magnum Equity
Series," (11) the "Salomon Brothers U.S. Government Series," (12) the
"Salomon Brothers Strategic Bond Opportunities Series," (13) the "Xxxxx
Venture Value Series," (14) the "Xxxxx Equity Growth Series," (15) the "MFS
Investors Series," and (16) 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 this 5th day of March, 1999.
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