Common use of ATTACHMENT C Clause in Contracts

ATTACHMENT C. Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System and other information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. By: Name: Title: Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:

ATTACHMENT C. Undertaking UNDERTAKING The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England RWB Funds - Investment Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON-SM- Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. RWB ADVISORY SERVICES INC. By: Name: --------------------------------------- Title: --------------------------------------- Date: Undertaking --------------------------------------- ATTACHMENT C UNDERTAKING The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England RWB Funds - Investment Trust III (the "Customer") it will have access to State StreetBank Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON-SM- Accounting System andother and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXXDIMENSIONAL FUND ADVISORS, XXXXXX & COMPANY, L.P. INC. By: Name: --------------------------------------- Title: --------------------------------------- Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:---------------------------------------

ATTACHMENT C. Undertaking The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England Funds The BlackRock Pennsylvania Strategic Municipal Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON(SM) Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENTBLACKROCK ADVISORS, L.P. INC. By: Name: :_______________________________ Title: :____________________________ Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:_____________________________

ATTACHMENT C. Undertaking UNDERTAKING The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Sun Capital Advisers Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON/SM/ Accounting System and other information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENTSUN CAPITAL ADVISERS, L.P. INC. By: Name: Title: Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support SUPPORT During the term of this Agreement, State Street agrees to provide the following ongoing on-going support services:

ATTACHMENT C. Undertaking The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III Munder @Vantage Fund (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZONSM Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement Addendum with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. MUNDER CAPITAL MANAGEMENT By: Name: :_______________________________ Title: :____________________________ Date: :_____________________________ ATTACHMENT C Undertaking The undersigned Undersigned understands that in the course of its employment as Investment Advisor Independent Auditor to New England Funds Trust III Munder @Vantage Fund (the "Customer") it will have access to State StreetBank Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZONSM Accounting System andother and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement Addendum with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX ERNST & COMPANY, L.P. YOUNG LLP By: Name: :______________________________ Title: :___________________________ Date: :____________________________ ATTACHMENT D Support During the term of this AgreementAddendum, State Street agrees to provide the following ongoing on-going support services:

ATTACHMENT C. Undertaking UNDERTAKING The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III JANUS ADVISER SERIES (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON(SM) Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. JANUS CAPITAL CORPORATION By: Name: ----------------------------- Title: -------------------------- Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: -------------------------- ATTACHMENT D Support SUPPORT During the term of this Agreement, State Street agrees to provide the following ongoing on-going support services:

ATTACHMENT C. Undertaking The undersigned Undersigned understands that in the course of its employment as Investment Advisor to The BlackRock New England Funds Jersey Strategic Municipal Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON(SM) Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENTBLACKROCK ADVISORS, L.P. INC. By: Name: :____________________________________ Title: :_________________________________ Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:__________________________________

ATTACHMENT C. Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England each of the Funds Trust III (individually a, "Customer", collectively, the "CustomerCustomers") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System and other information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation documentation, and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. By: Name: /s/ Glex X. Xxxxx -------------------------------- Title: Secretary -------------------------------- May 19, 1997 Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:--------------------------------

ATTACHMENT C. Undertaking UNDERTAKING The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England Worldwide Index Funds Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON(SM) Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, data or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. By: Name: Title: Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:.

ATTACHMENT C. Undertaking UNDERTAKING The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England SA Funds - Investment Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON-SM- Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENT, L.P. RWB ADVISORY SERVICES INC. By: Name: --------------------------------------- Title: --------------------------------------- Date: Undertaking --------------------------------------- ATTACHMENT C UNDERTAKING The undersigned Undersigned understands that in the course of its employment as Investment Advisor to New England SA Funds - Investment Trust III (the "Customer") it will have access to State StreetBank Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON-SM- Accounting System andother and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXXDIMENSIONAL FUND ADVISORS, XXXXXX & COMPANY, L.P. INC. By: Name: --------------------------------------- Title: --------------------------------------- Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:---------------------------------------

ATTACHMENT C. Undertaking The undersigned Undersigned understands that in the course of its employment as Investment Advisor to The BlackRock New England Funds Jersey Strategic Municipal Trust III (the "Customer") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON HORIZON(SM) Accounting System and other information systems (collectively, the "System"). The undersigned Undersigned acknowledges that the System and the databases, computer programs programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. NEW ENGLAND FUNDS MANAGEMENTBLACKROCK ADVISORS, L.P. INC. By: Name: _____________________________ Title: __________________________ Date: Undertaking The undersigned understands that in the course of its employment as Investment Advisor to New England Funds Trust III (the "Customer") it will have access to State StreetBank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System andother information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs screen formats, report formats, interactive design techniques, documentation and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. XXXXXX, XXXXXX & COMPANY, L.P. By: Name: Title: Date: ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following ongoing support services:___________________________