0000950109-97-001780 Sample Contracts

EXHIBIT 5(Q)
Sub-Advisory Agreement • February 28th, 1997 • New England Zenith Fund • Massachusetts

This Sub-Advisory Agreement (this "Agreement") is entered into as of December 16, 1996 by and among TNE Advisers, Inc., a Massachusetts corporation (the "Manager"), Davis Selected Advisers, L.P., a Delaware limited partnership (the "Sub-Adviser"), and Davis Selected Advisers - NY, Inc., a Delaware corporation ("DSA-NY").

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AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • February 28th, 1997 • New England Zenith Fund • Massachusetts
EXHIBIT 1(G)
New England Zenith Fund • February 28th, 1997

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. 5 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:

NEW ENGLAND ZENITH FUND Amendment No. 2 to Agreement and Declaration of Trust The undersigned, being at least a majority of the Trustees of New England Zenith Fund ("Trust") hereby consent to and adopt the following amendment to the Trust's Agreement...
New England Zenith Fund • February 28th, 1997

The undersigned, being at least a majority of the Trustees of New England Zenith Fund ("Trust") hereby consent to and adopt the following amendment to the Trust's Agreement and Declaration of Trust (as amended through Amendment No. 1 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:

NEW ENGLAND ZENITH FUND
New England Zenith Fund • February 28th, 1997

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. 6 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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