Exhibit (a)(10)
NEW ENGLAND FUNDS TRUST II
Amendment No. 9 to Second Amended and Restated Agreement
and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New England
Funds Trust II (the "Trust"), having determined it to be consistent with the
fair and equitable treatment of all shareholders of the Trust, hereby amend the
Trust's Second Amended and Restated Agreement and Declaration of Trust, as
amended by Amendments Nos. 1, 2, 3, 4, 5, 6, 7 and 8 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, as follows:
1. 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)
New England Massachusetts Tax Free Income Fund, (2) New England High
Income Fund, (3) New England Limited Term U.S. Government Fund, (4) New
England Short Term Corporate Income Fund, (5) New England Growth
Opportunities Fund, (6) New England Intermediate Term Tax Free Fund of
California, and (7) New England Tax Free Income Fund of New York; and the
following Series shall be, and hereby are, designated Multi-Class Series:
New England Massachusetts Tax Free Income Fund, New England High Income
Fund, New England Limited Term U.S. Government Fund, New England Short
Term Corporate Income Fund, New England Growth Opportunities Fund, New
England Intermediate Term Tax Free Fund of California, and New England Tax
Free Income 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.
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for
our successors and assigns as of the 30th day of October, 1998.
/s/ Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxx /s/ Xxxx X. Xxxxx
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Xxxxxx X. Xxxxx Xxxx X. Xxxxx
/s/ Xxxxx X. Xxxx /s/ Xxxxxxxxx X. Xxxxx
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