Exhibit (a)(3)
NEW ENGLAND FUNDS TRUST III
Amendment No. 2 to the Agreement
and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New
England Funds Trust III (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 Agreement and Declaration of Trust (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 an Series or class, each of the
following Series shall be, and is hereby, established and designated as
a Multi-Class Series: (1) New England Equity Income Fund, (2) New
England Bullseye Fund (3) New England Core Equity Fund (4) New England
Stock and Bond Fund (5) New England Select Fund (6) New England Small
Cap Value Fund (7) New England Small Cap Growth Fund and (8) New
England Total Return Bond Fund.
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 February, 1999.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------- ------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------- ------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------- ------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------- ------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇