NEW ENGLAND ZENITH FUND
Amendment No. 2 to Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New
England Zenith Fund ("Trust") hereby consent to and adopt the following
amendment to the Trust's Agreement and Declaration of Trust (as amended through
Amendment No. 1 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 fair and equitable
treatment of all shareholders of the Trust, the first sentence of Section 6 of
Article III of the Agreement and 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
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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)
the "Money Market Series," (2) the "Bond Income Series," (3) the "Capital
Growth Series," (4) the "Stock Index Series," (5) the "Managed Series,"
(6) the "Value Growth Series" and (7) the "Avanti Growth 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 hereunto set my hand for ourselves and for
our successors and assigns this 23rd day of April, 1993.
/s/XXXXXX X. XXXXXXXXX
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/s/XXXXXXX XXXXXXX /s/XXXXXX X. XXXXX
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Xxxxxxx XxxXxxx Xxxxxx X. Xxxxx
/s/XXXXX X. XXXXX /s/XXXXXX X. XXXXXX
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Xxxxx X. Xxxxx Xxxxxx X. Xxxxxx
/s/XXXXX X. XXXX /s/XXXXX X.X. XXXXXXXXX
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