Exhibit (h)(7)
EXPENSE AGREEMENT
AGREEMENT dated as of May 1, 2002, by and between New England Zenith Fund,
a Massachusetts business trust (the "Trust"), and MetLife Advisers, 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 shares of each Series have been divided into two or more
Classes of shares (each, a "Class"), and
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
1. From May 1, 2002 until April 30, 2003, 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
------------ ----------
MFS Investors Trust Series -- Class A 0.90
MFS Investors Trust Series -- Class E 1.05
MFS Investors Trust 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
FI Mid Cap Opportunities Series -- Class A 0.95
FI Mid Cap Opportunities Series -- Class E 1.10
FI Mid Cap Opportunities Series -- Class B 1.20
2. The Trust 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 (a) two years after the end of such fiscal
year in the case of each Class of Salomon Brothers U.S. Government Series, (b)
three years after the end of such fiscal year in the case of each Class of MFS
Investors Series and MFS Research Managers Series), and (c) five years after the
end of such fiscal year in the case of each Class of FI Mid Cap Opportunities
Series, 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. After April 30, 2003, 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 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:
-------------------------------------------
Xxxx X. Xxxxxx
President
METLIFE ADVISERS, LLC
By:
-------------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
