EXHIBIT 8(d)
AMENDMENT NO. 3 TO AMENDED AND RESTATED CUSTODIAN AGREEMENT
AMENDMENT made this 31st day of October, 1995 to the Amended and restated
custodian Agreement (the "Agreement") dated September 24, 1992, as amended April
29, 1993, by and among NEW ENGLAND ZENITH FUND( the "Fund") , NEW ENGLAND MUTUAL
LIFE INSURANCE CMPANY ("The New England") and STATE STREET BANK AND TRUST
COMPANY(the "Custodian").
WHEREAS, the Fund has established new series of shares, the Xxxxxx Xxxxxx
balanced Series, Draycott International Equity Series, Salomon Brothers U.S.
Government Series, Salomon Brothers Strategic Bond Opportunities Series, Venture
Value Series, Xxxxx Equity Growth Series, and CS First Boston Strategic Equity
Opportunities Series (the `New Series") and desires that the Custodian act as
custodian 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 for the New Series on
such terms and conditions;
WHERAS, The new England 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, The New England and the Custodian hereby agree that, effective as of
the date hereof, the term "series" as used in the Agreement shall refer to the
new Series as well as to the Back Bay Advisors Money Market, Back Bay Advisors
Bond Income, Capital Growth, Westpeak Stock Index, Westpeak Value Growth, Xxxxxx
Xxxxxx Avanti Growth, and Xxxxxx Xxxxxx Small Cap Series of the Fund.
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: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Treasurer
NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY
By: /s/ H. XXXXX XXXXXX
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H. Xxxxx Xxxxxx
Executive Vice President
and General Counsel
STATE STREET BANK AND TRUST COMPANY
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Vice President
