EXHIBIT 10.5
FORM OF
AMENDMENT NO. 4
TO AMENDED AND RESTATED CUSTODIAN AGREEMENT
AMENDMENT made as of the 28th day of April, 1999 to the Amended and
Restated custodian Agreement (the "Agreement") dated September 24, 1992, as
amended and assigned, by and among NEW ENGLAND ZENITH FUND (the "Fund"), NEW
ENGLAND LIFE INSURANCE COMPANY ("NELICO") and STATE STREET BANK AND TRUST
COMPANY (the "Custodian").
WHEREAS, the Fund has established two new series of shares, the MFS
Investors Series and MFS Research Managers Series (each a "New Series"), and
desires that the Custodian act as custodian and fund accounting agent for the
New Series on the same terms and conditions as are set forth in the Agreement
with respect to the other series of the Fund;
WHEREAS, the Custodian is willing to act as custodian and fund accounting
agent for the New Series on such terms and conditions;
WHEREAS, NELICO is willing to undertake the same obligations with respect
to the New Series as currently apply under the Agreement with respect to the
other series of the Fund;
NOW THEREFORE, in consideration of the mutual agreements herein contained,
the Fund, NELICO and the Custodian hereby agree that, effective as of the date
hereof, the term "series" as used in the Agreement shall refer to the Xxxxx
Equity Growth Series, Back Bay Advisors Bond Income Series, Back Bay Advisors
Managed Series, Back Bay Advisors Money Market Series, Capital Growth Series,
Xxxxx Venture Value Series, Xxxxxxx Xxxxx Xxxxxx Value Series, Xxxxxx Xxxxxx
Balanced Series, Xxxxxx Xxxxxx Small Cap Series, MFS Investors Series, MFS
Research Managers Series, Xxxxxx Xxxxxxx International Magnum Equity Series,
Salomon Brothers Strategic Bond Opportunities Series, Salomon Brothers U.S.
Government Series, Westpeak Growth and Income Series and Westpeak Stock Index
Series
A copy of the Agreement and Declaration of trust establishing New England
Zenith Fund is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed with
respect to the Fund on behalf of the Fund by officers of the fund as officers
and not individually and that the obligations of, or arising out of, this
instrument are not binding upon any of the trustees, officers or shareholders
individually but binding only upon the assets and property belonging to the
Fund.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the
date first above written.
NEW ENGLAND ZENITH FUND
By:
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Name: Xxxxxx X. Xxxx
Title: Secretary
NEW ENGLAND LIFE INSURANCE COMPANY
By:
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Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
Title:
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