0000927016-98-001766 Sample Contracts

EXHIBIT 8(d)
Custodian Agreement • May 1st, 1998 • New England Zenith Fund

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").

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WITNESSETH:
Advisory Agreement • May 1st, 1998 • New England Zenith Fund
EXHIBIT 9(a)
Transfer Agency Agreement • May 1st, 1998 • New England Zenith Fund
EXHIBIT 1(j) NEW ENGLAND ZENITH FUND
Agreement and Declaration of Trust • May 1st, 1998 • New England Zenith Fund

The undersigned, being at least a majority of the Trustees of New England Zenith Fund (the "Trust"), hereby consent to and adopt the following amendment to the Trust's Agreement and Declaration of Trust (as amended through Amendment No. 8 thereto, the "Declaration of Trust"), a copy of which is on file in the office of the Secretary of State of The Commonwealth of Massachusetts:

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