EXHIBIT h(6)
FORM OF
EXPENSE AGREEMENT
AGREEMENT dated this _____ day of ________, 1999 by and between New
England Zenith Fund, a Massachusetts business trust (the "Trust"), and TNE
Advisers, Inc., a Massachusetts corporation (the "Adviser").
WHEREAS, the Adviser is the investment adviser of several series of the
Trust (the "Series") pursuant to separate Advisory Agreements relating to each
Series; and
WHEREAS, the Adviser was recently appointed the investment adviser of two
of these Series, which Series are newly-organized; and
WHEREAS, the Trust and the Adviser desire to enter into the arrangements
described herein relating to the payment of certain expenses of the Trust;
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 expenses incurred in the operation of each Series, as is necessary to
reduce the total operating expenses of each Series (exclusive of any brokerage
costs, interest, taxes or extraordinary expenses) to the following annual
percentages of the average daily net assets of each Series:
Series Percentage
------ ----------
Xxxxx Equity Growth Series 0.90
Xxxxx Venture Value Series 0.90
Xxxxxxx Xxxxx Xxxxxx Value Series 0.90
Xxxxxx Xxxxxx Balanced Series 0.85
MFS Investors Series 0.90
MFS Research Managers Series 0.90
Xxxxxx Xxxxxxx International Magnum Equity Series 1.30
Salomon Brothers Strategic Bond Opportunities Series 0.90
Salomon Brothers U.S. Government Series 0.70
2. Each Series agrees to repay to the Adviser the amount of fees waived
and expenses borne by the Adviser with respect to such 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 Series in question (exclusive
of brokerage costs, interest, taxes and extraordinary expenses), without regard
to such repayment, are at an annual rate (as a percentage of that Series's
average daily net assets) that is less than the percentage rate for such Series
set forth in Section 1. Furthermore, the amount repaid by a Series in any month
shall be limited so that the sum of (a) the amount of such repayment and (b) the
other operating expenses of the Series (exclusive of brokerage costs, interest,
taxes and extraordinary expenses) do not exceed the annual rate (as a percentage
of that Series's average daily net assets) for such Series set forth in Section
1.
Amounts of fees waived and expenses borne by the Adviser with respect to a
Series pursuant to Section 1 during any fiscal year of the Trust shall not be
repayable if the amounts repayable by such Series pursuant to the immediately
preceding two sentences during the period ending two years 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 any Series be obligated to repay any fees
waived or expenses borne by the Adviser with respect to any other Series.
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 Series to repay amounts of fees waived or expenses borne by the Adviser
during periods prior to the date specified in such notice.
4. A copy of the Agreement and Declaration of Trust establishing New
England Zenith Fund (the "Fund") 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
Fund by officers of the Fund as officers and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
trustees, officers or shareholders individually but are binding only upon the
assets and property belonging to that Series.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
NEW ENGLAND ZENITH FUND
By:
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TNE ADVISERS, INC.
By:
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