Exhibit (h)(7)
SECOND AMENDED AND RESTATED EXPENSE AGREEMENT
AGREEMENT dated as of February 28, 2001 by and between New England Zenith
Fund, a Massachusetts business trust (the "Trust"), and New England Investment
Management, LLC, a Delaware limited liability company (the "Adviser").
WHEREAS, the Adviser is the investment adviser of several series of shares
of beneficial interest (the "Series") of the Trust, pursuant to separate
advisory agreements relating to each Series (each, an "Advisory Agreement"); and
WHEREAS, the Trust and the adviser are each parties to a certain Amended
and Restated Expense Agreement dated as of May 1, 2000 (the "Prior Expense
Agreement"); and
WHEREAS, the shares of each Series have been divided into two or more
classes of shares (each, a "Class"), and
WHEREAS, the Trust and the Adviser desire to supplement the arrangements
described in the Prior Expense Agreement relating to the payment of certain
expenses of the Trust to reflect the existence of Classes by amending and
restating the Prior Expense Agreement;
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
1. Until further notice from the Adviser to the Trust, the Adviser will
waive such portion of the fees payable to it under the Advisory Agreement
relating to each Series listed in this Section 1, or pay such portion of the
other operating expenses (excluding brokerage costs, interest, taxes or
extraordinary expenses) ("Operating Expenses") allocable to each Class incurred
in the operation of each Series, as is necessary to reduce the total Operating
Expenses of each Class of each Series to the following annual percentages of the
average daily net assets of each Class of each Series:
SERIES/CLASS PERCENTAGE
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Xxxxxx Oakmark Mid Cap Value Series -- Class A 0.90
Xxxxxx Oakmark Mid Cap Value Series -- Class E 1.05
Xxxxxx Oakmark Mid Cap Value Series -- Class B 1.15
Xxxxxx Xxxxxx Small Cap Series -- Class A 1.00
Xxxxxx Xxxxxx Small Cap Series -- Class E 1.15
Xxxxxx Xxxxxx Small Cap Series -- Class B 1.25
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MFS Investors Series -- Class A 0.90
MFS Investors Series -- Class E 1.05
MFS Investors Series -- Class B 1.15
MFS Research Managers Series -- Class A 0.90
MFS Research Managers Series -- Class E 1.05
MFS Research Managers Series -- Class B 1.15
Salomon Brothers U.S. Government Series -- Class A 0.70
Salomon Brothers U.S. Government Series -- Class E 0.85
Salomon Brothers U.S. Government Series -- Class B 0.95
2. The Trust, on behalf of each Series except Xxxxxx Xxxxxx Small Cap
Series, agrees to repay to the Adviser the amount of fees waived and expenses
borne by the Adviser with respect to each Class of each Series pursuant to
Section 1 of this Agreement, subject to the limitations provided in this Section
2. Such repayment shall be made monthly, but only if the Operating Expenses of
the Class in question, without regard to such repayment, are at an annual rate
(as a percentage of the average daily net assets of that Class) based on that
Series' then-current fiscal year that is less than the percentage rate for such
Class set forth in Section 1. Furthermore, the amount repaid by the Fund
allocable to any Class in any month shall be limited so that the sum of (a) the
amount of such repayment and (b) the other Operating Expenses allocable to the
Class do not exceed the annual rate (as a percentage of that Class' average
daily net assets) for such Class as set forth in Section 1.
Amounts of fees waived and expenses borne by the Adviser with respect to
expenses allocable to each Class pursuant to Section 1 during any fiscal year of
the applicable Series shall not be repayable if the amounts allocable to such
Class and repayable by the Trust pursuant to the immediately preceding two
sentences during the period ending two years (three years in the case of each
Class of MFS Investors Series and MFS Research Managers Series) after the end of
such fiscal year are not sufficient to completely repay such amounts of fees
waived and expenses borne. In no event will the Trust be obligated to repay any
fees waived or expenses allocable to any Class borne by the Adviser with respect
to any other Class.
3. The Adviser may by notice in writing to the Trust terminate its
obligation under Section 1 to waive fees or bear expenses with respect to any
Series in any period following the date specified in such notice (or change the
percentage specified in Section 1 with respect to such Series), but no such
change shall affect the obligation (including the amount of the obligation) of
the Trust to repay amounts of fees waived or expenses borne by the Adviser
during periods prior to the date specified in such notice, if any such
obligation is in effect pursuant to Section 2 herein.
4. A copy of the Agreement and Declaration of Trust establishing the Trust
is on file with the Secretary of The Commonwealth of Massachusetts, and notice
is hereby given that this Agreement is executed with respect to each Series
listed in Section 1 hereof on behalf of the Trust by officers of the Trust as
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officers and not individually and that the obligations arising out of this
Agreement are not binding upon any of the trustees, officers or shareholders of
the Trust individually but are binding only upon the assets and property of the
Trust belonging to the respective Series.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
NEW ENGLAND ZENITH FUND
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
President
NEW ENGLAND INVESTMENT MANAGEMENT, LLC
By: /s/ XXXX X. XXXXXXX, XX
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Xxxx X. Xxxxxxx, Xx.
Senior Vice President
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