EX-99.(h)(7)
AMENDED AND RESTATED EXPENSE AGREEMENT
AGREEMENT dated as of May 1, 2000 by and between New England Zenith Fund, a
Massachusetts business trust (the "Trust"), and New England Investment
Management, Inc., a Massachusetts corporation (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; and
WHEREAS, the Trust and the adviser are each parties to a certain Expense
Agreement dated as of April 28, 1999; and
WHEREAS, the Trust and the Adviser desire to alter the arrangements
described in such Expense Agreement relating to the payment of certain expenses
of the Trust by amending and restating such 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") incurred in the operation of each
Series, as is necessary to reduce the total Operating Expenses of each Series to
the following annual percentages of the average daily net assets of each Series:
SERIES PERCENTAGE
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Xxxxxx Oakmark Mid Cap Value Series 0.90
Xxxxxx Xxxxxx Small Cap Series 1.00
MFS Investors Series 0.90
MFS Research Managers Series 0.90
Xxxxxx Xxxxxxx International Magnum Equity Series 1.30
Salomon Brothers U.S. Government Series 0.70
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 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, without regard to such repayment, are at an annual rate (as
a percentage of that Series' average daily net assets) based on that Series'
then-current fiscal year 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 do not exceed the annual rate (as a
percentage of that Series' 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 such Series shall not be
repayable if the amounts repayable by such Series pursuant to the immediately
preceding two sentences during the period ending two years (three years in the
case 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 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, 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.
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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. XXXXXXX
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Xxxx X. Xxxxxxx
Senior Vice President
NEW ENGLAND INVESTMENT MANAGEMENT, INC.
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Senior Vice President
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