EXHIBIT 99.1(B)
NEW ENGLAND FUNDS TRUST II
Amendment No. 8 to 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, and 7 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 Adjustable Rate U.S. Government 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 Adjustable Rate U.S. Government 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 day of February, 1998.
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