Exhibit 3.4 ----------- CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF NEIC OPERATING PARTNERSHIP, L.P. NEIC Operating Partnership, L.P., a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of amending its Amended and Restated Certificate of Limited Partnership pursuant to Section 17-202 of the Act, hereby certifies that effective on March 31, 1998, Paragraphs numbered 1 and 4 of the Amended and Restated Certificate of Limited Partnership are amended to read in their entirety as follows: 1. Name. The name of the limited partnership formed and continued hereby ---- is Nvest Companies, L.P. 4. General Partners. The names and business addresses of the general ---------------- partners of the Partnership are: Nvest Corporation 399 Boylston Street Boston, Massachusetts 02116 Nvest, L.P. 399 Boylston Street Boston, MA 02116 IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed by the general partners thereunto duly authorized as of the 31st day of March, 1998. GENERAL PARTNERS: NVEST CORPORATION By /s/ Edward N. Wadsworth --------------------------------- Edward N. Wadsworth Executive Vice President NVEST, L.P. By /s/ Edward N. Wadsworth --------------------------------- Edward N. Wadsworth Executive Vice President