Exhibit (a)(3)
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
Amendment No. 3 to Second Amended and Restated
Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New England
Tax Exempt Money Market Trust (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 Amendment No. 2 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 name of the Trust is hereby changed to "Nvest Tax Exempt Money
Market Trust," and the phrase "New England Tax Exempt Money Market
Trust" is hereby deleted in each and every place where it appears in
the Declaration of Trust, and the phrase "Nvest Tax Exempt Money
Market Trust" is hereby inserted in lieu thereof in each and every
such place.
2. 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, the
following Series shall be and is hereby established and designated,
and is further designated a Multi-class Series: the "Tax Exempt Money
Market Trust."
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 12th day of November, 1999.
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/S/ XXXXXX X. XXXX /S/ XXXX X. XXXXX
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/S/ XXXXXXX X. XXXXX /S/ XXXXX X. XXXX
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/S/ XXXXXXX XXXXXX /S/ XXXXXXXXX X. XXXXX
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