Exhibit (a)(12)
NEW ENGLAND FUNDS TRUST II
Amendment No. 11 to Second Amended and Restated Agreement
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, 8, 9 and 10 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 and
Income Fund, and (6) New England Intermediate Term Tax Free Fund of
California; 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 and
Income Fund, and New England Intermediate Term Tax Free Fund of
California.
The foregoing amendment shall be effective as of the time it is filed with
the Secretary of State of The Commonwealth of Massachusetts.
This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
Amendment.
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for
our successors and assigns as of the 14th day of May, 1999.
/s/ Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxx X. Xxxx
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/s/ Xxxxxx X. Xxxxx /s/ Xxxx X. Xxxxx
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/s/ Xxxxx X. Xxxx /s/ Xxxxxxxxx X. Xxxxx
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