0001127563-01-500139.txt : 20011019
0001127563-01-500139.hdr.sgml : 20011019
ACCESSION NUMBER: 0001127563-01-500139
CONFORMED SUBMISSION TYPE: 485BPOS
PUBLIC DOCUMENT COUNT: 36
FILED AS OF DATE: 20011012
EFFECTIVENESS DATE: 20011015
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CDC NVEST FUNDS TRUST I
CENTRAL INDEX KEY: 0000770540
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 000000000
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 485BPOS
SEC ACT: 1933 Act
SEC FILE NUMBER: 002-98326
FILM NUMBER: 1757495
BUSINESS ADDRESS:
STREET 1: 399 BOYLSTON ST
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 8002831155
MAIL ADDRESS:
STREET 1: 399 BOYLSTON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: NEW ENGLAND FUNDS
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: NEW ENGLAND FUNDS TRUST I
DATE OF NAME CHANGE: 19940614
FORMER COMPANY:
FORMER CONFORMED NAME: NVEST FUNDS TRUST I
DATE OF NAME CHANGE: 20000202
485BPOS
1
trust1485bpos.txt
TRUST I 485BPOS
Registration Nos. 2-98326
811-4323
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. 46 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 47 [X]
(Check appropriate box or boxes.)
CDC NVEST FUNDS TRUST I
-----------------------
(Exact Name of Registrant as Specified in Charter)
399 Boylston Street, Boston, Massachusetts 02116
------------------------------------------------
(Address of Principal Executive Offices, including Zip Code)
(617) 449-2801
--------------
(Registrant's Telephone Number, including Area Code)
John E. Pelletier, Esq.
CDC IXIS Asset Management Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
(Name and address of agent for service)
Copy to:
John M. Loder, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on October 15, 2001 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Part A (prospectuses) and Part B (Statement of Additional Information)
are incorporated by reference to Post-Effective Amendment No. 45, filed on
August 1, 2001 (Accession Number 0000891554-01-503755).
Registration Nos. 2-98326
811-4323
CDC NVEST FUNDS TRUST I
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation.
(1) The Registrant's Amended and Restated Agreement and
Declaration of Trust dated January 24, 1992 (the
"Agreement and Declaration") is incorporated by
reference to exhibit 1(a) to Post-Effective
Amendment ("PEA") No. 31 to the initial registration
statement ("Registration Statement") filed on April
12, 1996.
(2) Amendment No. 1 dated July 24, 1992 to the Agreement and
Declaration is incorporated by reference to exhibit a(2)
to PEA No. 42 to the Registration Statement filed on
April 27, 2000.
(3) Amendment No. 2 dated May 1, 1993 to the Agreement and
Declaration is incorporated by reference to exhibit a(3)
to PEA No. 42 to the Registration Statement filed on
April 27, 2000.
(4) Amendment No.3 dated September 10, 1993 to the Agreement
and Declaration is incorporated by reference to exhibit
a(4) to PEA No. 42 to the Registration Statement filed
on April 27, 2000.
(5) Amendment No.4 dated September 23, 1993 to the Agreement
and Declaration is incorporated by reference to exhibit
a(5) to PEA No. 42 to the Registration Statement filed
on April 27, 2000.
(6) Amendment No. 5 dated April 11, 1994 to the Agreement
and Declaration is incorporated by reference to exhibit
1(b) to PEA No. 31 to the Registration Statement filed
on April 12, 1996.
(7) Amendment No. 6 dated May 19, 1994 to the Agreement and
Declaration is incorporated by reference to exhibit a(7)
to PEA No. 42 to the Registration Statement filed on
April 27, 2000.
(8) Amendment No. 7 dated May 2, 1995 to the Agreement and
Declaration is incorporated by reference to exhibit a(8)
to PEA No. 42 to the Registration
Statement filed on April 27, 2000.
(9) Amendment No. 8 dated November 3, 1995 to the Agreement
and Declaration is incorporated by reference to exhibit
a(9) to PEA No. 42 to the Registration Statement filed
on April 27, 2000.
(10) Amendment No. 9 dated January 2, 1996 to the Agreement
and Declaration is incorporated by reference to exhibit
1(c) to PEA No. 31 to the Registration Statement filed
on April 12, 1996.
(11) Amendment No. 10 dated October 31, 1996 to the Agreement
and Declaration is incorporated by reference to exhibit
1(d) to PEA No. 34 to the Registration Statement filed
on February 14, 1997.
(12) Amendment No. 11 dated February 1, 2000 to the Agreement
1
and Declaration is incorporated by reference to exhibit
a(12) to PEA No. 42 to the Registration Statement filed
on April 27, 2000.
(13) Amendment No.12 dated February 25, 2000 to the Agreement
and Declaration is incorporated by reference to exhibit
a(13) to PEA No. 42 to the Registration Statement filed
on April 27, 2000.
(14) Amendment No. 13 dated March 23, 2001 to the Agreement
and Declaration is incorporated by reference to exhibit
(a)(14) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(15) Amendment No. 14 dated August 31, 2001 to the Agreement
and Declaration is filed herewith.
(16) Amendment No. 15 dated August 31, 2001 to the Agreement
and Declaration is filed herewith.
(b) By-Laws.
(1) The Registrant's By-laws are incorporated by reference
to exhibit 2(a) to PEA No. 32 to the Registration
Statement filed on July 30, 1996.
(2) Amendment to the By-laws is incorporated by reference to
exhibit 2(b) to PEA No. 32 to the Registration Statement
filed on July 30, 1996.
(c) Instruments Defining Rights of Security Holders.
Rights of shareholders are described in Article III,
Section 6 of the Registrant's Amended and Restated
Agreement and Declaration of Trust incorporated by
reference as exhibit 1(a) to PEA No. 31 to the
Registration Statement filed on April 12, 1996 and
exhibit a(16) filed herewith.
(d) Investment Advisory Contracts.
(1) Advisory Agreement dated October 30, 2000 between the
Registrant, on behalf of CDC Nvest Growth Fund, and
Capital Growth Management Limited Partnership ("CGM") is
incorporated by reference to exhibit (d)(1) to PEA
No. 43 to the Registration Statement filed on February
27, 2001.
(2) (i) Advisory Agreement dated October 30, 2000
between Registrant on behalf of CDC Nvest Capital
Growth Fund and CDC IXIS Asset Management Advisers,
L.P. ("CDC IXIS Advisers", formerly Nvest Funds
Management, L.P.) is incorporated by reference to
exhibit (d)(2)(i) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(ii) Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Balanced Fund and
CDC IXIS Advisers is incorporated by reference to
exhibit (d)(2)(ii) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(iii)Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest International Equity
Fund and CDC IXIS Advisers is incorporated by
reference to exhibit (d)(2)(iii) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
2
(iv) Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Star Advisers Fund
and CDC IXIS Advisers is incorporated by reference to
exhibit (d)(2)(iv) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(v) Agreement Addendum dated June 1, 2001 to Advisory
Agreement dated October 30, 2000 between Registrant on
behalf of CDC Nvest Star Advisers Fund and CDC IXIS
Advisers is incorporated by reference to exhibit (d)
(2)(v) to PEA No. 45 to the Registration Statement
filed on August 1, 2001.
(vi) Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Star Value Fund and
CDC IXIS Advisers is incorporated by reference to
exhibit (d)(2)(v) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(vii)Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Star Worldwide Fund
and CDC IXIS Advisers is incorporated by reference to
exhibit (d)(2)(vi) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(viii)Form of Advisory Agreement dated October 1, 2001
between Registrant on behalf of CDC Nvest Government
Securities Fund and CDC IXIS Advisers is filed
herewith.
(vix)Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Strategic Income
Fund and CDC IXIS Advisers is incorporated by
reference to exhibit (d)(2)(viii) to PEA No. 43 to
the Registration Statement filed on February 27, 2001.
(x) Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Bond Income Fund and
CDC IXIS Advisers is incorporated by reference to
exhibit (d)(2)(ix) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(xi) Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Municipal Income
Fund and CDC IXIS Advisers is incorporated by
reference to exhibit (d)(2)(x) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(xii)Advisory Agreement dated October 30, 2000 between
Registrant on behalf of CDC Nvest Star Small Cap
Fund and CDC IXIS Advisers is incorporated by
reference to exhibit (d)(2)(xi) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(xiii)Form of Advisory Agreement between Registrant on
behalf of CDC Nvest Large Cap Growth Fund and CDC IXIS
Advisers is filed herewith.
(xiv)Form of Advisory Agreement between Registrant on
behalf of CDC Nvest Jurika & Voyles Relative Value
Fund and CDC IXIS Advisers is filed herewith.
(xv) Form of Advisory Agreement between Registrant on
behalf of CDC Nvest Star Growth Fund is filed
herewith.
(3) (i) Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Capital Growth Fund,
CDC IXIS Advisers and Westpeak Global Advisors, L.P.
3
(formerly Westpeak Investment Advisors, L.P.,
("Westpeak")) is incorporated by reference to exhibit
(d)(3)(i) to PEA No. 43 to the Registration Statement
filed on February 27, 2001.
(ii) Sub-advisory Agreement dated April 20, 2001 among
Registrant on behalf of CDC Nvest Balanced Fund, CDC
IXIS Advisers and Loomis, Sayles & Company, L.P.
("Loomis Sayles") is incorporated by reference to
exhibit (d)(3)(ii) to PEA No. 45 to the Registration
Statement filed on August 1, 2001.
(iii)Sub-advisory Agreement dated April 20, 2001 among
Registrant on behalf of Balanced Fund, and Jurika &
Voyles, L.P. ("Jurika and Voyles") is incorporated by
reference to exhibit (d)(3)(iii) to PEA No. 45 to
the Registration Statement filed on August 1, 2001.
(iv) Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest International
Equity Fund, CDC IXIS Advisers and Loomis Sayles
incorporated by reference to exhibit (d)(3)(iii) to
PEA No. 43 to the Registration Statement filed on
February 27, 2001.
(v) Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Advisers Fund,
CDC IXIS Advisers and Loomis Sayles is incorporated by
reference to exhibit (d)(3)(iv) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(vi) Amendment No. 1 dated June 1, 2001 to Sub-Advisory
Agreement dated October 30, 2000 among Registrant on
behalf of CDC Nvest Star Advisers Fund, CDC IXIS
Advisers and Loomis Sayles is incorporated by
reference to exhibit (d)(3)(vi) to PEA No. 45 to the
Registration Statement filed on August 1, 2001.
(vii)Sub-advisory Agreement dated May 18, 2001 among
Registrant on behalf of CDC Nvest Star Advisers Fund,
CDC IXIS Advisers and Loomis Sayles is incorporated by
reference to exhibit (d)(3)(vii) to PEA No. 45 to the
Registration Statement filed on August 1, 2001.
(viii)Amendment No. 1 dated June 1, 2001 to Sub-Advisory
Agreement dated May 18, 2001 among Registrant on
behalf of CDC Nvest Star Advisers Fund, CDC IXIS
Adviser and Loomis Sayles is incorporated by
reference to exhibit (d)(3)(viii) to PEA No. 45 to
the Registration Statement filed on August 1, 2001.
(vix)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Advisers Fund,
CDC IXIS Advisers and Harris Associates L.P. ("Harris
Associates") is incorporated by reference to exhibit
(d)(3)(vii) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(x) Amendment No. 1 dated June 1, 2001 to Sub-advisory
Agreement dated October 30, 2000 among Registrant on
behalf of CDC Nvest Star Advisers Fund, CDC IXIS
Advisers and Harris Associates is incorporated by
reference to exhibit (d)(3)(x) to PEA No. 45 to the
Registration Statement filed on August 1, 2001.
4
(xi) Subadvisory Agreement dated September 1, 2001 among
Registrant on behalf of CDC Nvest Star Advisers Fund,
CDC IXIS Advisers and Fund Asset Management, L.P.
(doing business as Mercury Advisors) is filed
herewith.
(xii)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Value Fund, CDC
IXIS Advisers and Loomis Sayles is incorporated by
reference to exhibit (d)(3)(xi) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(xiii)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Value Fund,
CDC IXIS Advisers and Harris Associates is
incorporated by reference to exhibit (d)(3)(xiii) to
PEA No. 43 to the Registration Statement filed on
February 27, 2001.
(xiv) Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Value Fund, CDC
IXIS Advisers and Vaughan Nelson Scarborough &
McCullough, L.P. ("Vaughan Nelson") is incorporated by
reference to exhibit (d)(3)(xv) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(xv) Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Value Fund, CDC
IXIS Advisers and Westpeak is incorporated by
reference to exhibit (d)(3)(xvii) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(xvi)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Worldwide Fund,
CDC IXIS Advisers and Harris Associates is
incorporated by reference to exhibit (d)(3)(xviii) to
PEA No. 43 to the Registration Statement filed on
February 27, 2001.
(xvii)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Worldwide Fund,
CDC IXIS Advisers and Loomis Sayles is incorporated by
reference to exhibit (d)(3)(xx) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(xviii)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Worldwide Fund,
CDC IXIS Advisers and Montgomery Asset Management LLC
("Montgomery") is incorporated by reference to exhibit
(d)(3)(xxi) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(xix)Form of Sub-advisory Agreement dated October 1, 2001
among Registrant on behalf of CDC Nvest Government
Securities Fund, CDC IXIS Advisers and Loomis Sayles
is filed herewith.
(xx) Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Strategic Income
Fund, CDC IXIS Advisers and Loomis Sayles is
incorporated by reference to exhibit (d)(3)(xxiii) to
PEA No. 43 to the Registration Statement filed on
February 27, 2001.
5
(xxi)Form of Sub-advisory Agreement dated October 1, 2001
among Registrant on behalf of CDC Nvest Bond Income
Fund, CDC IXIS Advisers and Loomis Sayles is filed
herewith.
(xxii)Form of Sub-advisory Agreement dated October 1, 2001
among Registrant on behalf of CDC Nvest Municipal
Income Fund, CDC IXIS Advisers and Loomis Sayles is
filed herewith.
(xxiii)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Small Cap
Fund, CDC IXIS Advisers and Loomis Sayles is
incorporated by reference to exhibit (d)(3)(xxvi) to
PEA No. 43 to the Registration Statement filed on
February 27, 2001.
(xxiv)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Small Cap
Fund, CDC IXIS Advisers and Harris Associates is
incorporated by reference to exhibit (d)(3)(xxvii) to
PEA No. 43 to the Registration Statement filed on
February 27, 2001.
(xxv)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Small Cap Fund,
CDC IXIS Advisers and Montgomery is incorporated by
reference to exhibit (d)(3)(xxviii) to PEA No. 43 to
the Registration Statement filed on February 27, 2001.
(xxvi)Sub-advisory Agreement dated October 30, 2000 among
Registrant on behalf of CDC Nvest Star Small Cap Fund,
CDC IXIS Advisers and RS Investment Management, L.P.
("RSIM") is incorporated by reference to exhibit (d)
(3)(xxix) to PEA No. 43 to the Registration Statement
filed on February 27, 2001.
(xxvii)Form of Sub-Advisory Agreement among Registrant on
behalf of CDC Nvest Large Cap Growth Fund, CDC IXIS
Advisers and Vaughan Nelson is filed herewith.
(xxviii)Form of Sub-Advisory Agreement among Registrant on
behalf of CDC Nvest Jurika & Voyles Relative Value
Fund, CDC IXIS Advisers and Jurika & Voyles, L.P. is
filed herewith.
(xxix)Form of Sub-Advisory Agreement among Registrant on
behalf of CDC Nvest Star Growth Fund, CDC IXIS
Advisers and Westpeak is filed herewith.
(xxx)Form of Sub-Advisory Agreement among Registrant on
behalf of CDC Nvest Star Growth Fund, CDC IXIS
Advisers and Vaughan Nelson is filed herewith.
(xxxi)Form of Sub-Advisory Agreement among Registrant on
behalf of CDC Nvest Star Growth Fund, CDC IXIS
Advisers and RSIM is filed herewith.
(xxxii)Form of Sub-Advisory Agreement among Registrant on
behalf of CDC Nvest Star Growth Fund, CDC IXIS
Advisers and Morgan Stanley Investments LP ("Morgan
Stanley") is filed herewith.
(e) Underwriting Contracts.
6
(1) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Growth Fund and
CDC IXIS Asset Management Distributors, L.P. ("CDC IXIS
Distributors", formerly Nvest Funds Distributor, L.P.)
is incorporated by reference to exhibit (e)(1) to PEA
No. 43 to the Registration Statement filed on February
27, 2001.
(2) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Capital Growth
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit (e)(2) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(3) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Balanced Fund and
CDC IXIS Distributors is incorporated by reference to
exhibit (e)(3) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(4) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest International
Equity Fund and CDC IXIS Distributors is incorporated by
reference to exhibit (e)(4) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(5) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Star Advisers Fund
and CDC IXIS Distributors is incorporated by reference
to exhibit (e)(5) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(6) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Star Value Fund
and CDC IXIS Distributors is incorporated by reference
to exhibit (e)(6) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(7) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Star Worldwide
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit (e)(7) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(8) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Government
Securities Fund and CDC IXIS Distributors is
incorporated by reference to exhibit (e)(8) to PEA No.43
to the Registration Statement filed on February 27,
2001.
(9) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Strategic Income
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit (e)(9) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(10) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Bond Income Fund
and CDC IXIS Distributors is incorporated by reference
to exhibit (e)(10) to PEA No. 43 to the Registration
Statement filed on February 27, 2001.
(11) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Municipal Income
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit (e)(11) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
7
(12) Distribution Agreement dated October 30, 2000 between
the Registrant on behalf of CDC Nvest Star Small Cap
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit (e)(12) to PEA No. 43 to the
Registration Statement filed on February 27, 2001.
(13) Form of Distribution Agreement between Registrant on
behalf of CDC Nvest Large Cap Growth Fund and CDC IXIS
Distributors is filed herewith.
(14) Form of Distribution Agreement between Registrant on
behalf of CDC Nvest Jurika & Voyles Relative Value Fund
is filed herewith.
(15) Form of Distribution Agreement between Registrant on
behalf of CDC Nvest Star Growth Fund is filed herewith.
(16) Form of Dealer Agreement used by CDC IXIS Distributors
is filed herewith.
(f) Bonus or Profit Sharing Contracts.
None.
(g) Custodian Agreements.
(1) Custodian Contract dated April 12, 1988 between the
Registrant and State Street Bank and Trust Company
("State Street Bank"), including form of subcustodian
agreement, is incorporated by reference to exhibit 8(a)
to PEA No. 32 to the Registration Statement filed on
July 30, 1996.
(2) Amendment No. 1 to Custodian Contract dated April 12,
1988 between the Registrant and State Street Bank is
incorporated by reference to exhibit 8(b) to PEA No. 32
to the Registration Statement filed on July 30, 1996.
(3) Letter Agreement between the Registrant and State Street
Bank relating to the applicability of the Custodian
Contract to CDC Nvest International Equity Fund is
incorporated by reference to exhibit 8(c) to PEA No. 34
to the Registration Statement filed on February 14,1997.
(4) Letter Agreement between the Registrant and State Street
Bank relating to the applicability of the Custodian
Contract to CDC Nvest Capital Growth Fund is
incorporated by reference to exhibit 8(d) to PEA No. 34
to the Registration Statement filed on February 14,1997.
(5) Letter Agreement between the Registrant and State Street
Bank relating to the applicability of the Custodian
Contract to CDC Nvest Star Advisers Fund is incorporated
by reference to exhibit 8(e) to PEA No. 34 to the
Registration Statement filed onFebruary 14, 1997.
(6) Letter Agreement between the Registrant and State
Street Bank relating to the applicability of the
Custodian Contract to CDC Nvest Strategic Income
Fund is incorporated by reference to exhibit 8(f) to
PEA No. 34 to the Registration Statement filed on
February 14, 1997.
(7) Letter Agreement between the Registrant and State
Street Bank relating to the applicability of the
Custodian Contract to CDC Nvest Star Worldwide Fund
is incorporated by reference to exhibit 8(g) to PEA
8
No. 34 to the Registration Statement filed on February
14, 1997.
(8) Letter Agreement between the Registrant and State Street
Bank relating to the applicability of the Custodian
Contract to CDC Nvest Star Small Cap Fund is
incorporated by reference to exhibit 8(h) to PEA No. 34
to the Registration Statement filed on February 14,1997.
(9) Amendment dated February 28, 2000 to the Custodian
Contract dated April 12, 1988 is incorporated by
reference to exhibit (g)(9) to PEA No. 42 to the
Registration Statement filed on April 27, 2000.
(10) Amendment dated June 15, 2001 to the Custodian Contract
dated April 12, 1988 is incorporated by reference to
exhibit (g)(10) to PEA No. 45 to the Registration
Statement filed on August 1, 2001.
(h) Other Material Contracts.
(1) Transfer Agency and Services Agreement dated November 1,
1999 between the Registrant on behalf of CDC Nvest
Growth Fund, CDC Nvest Capital Growth Fund, CDC Nvest
Balanced Fund, CDC Nvest International Equity Fund, CDC
Nvest Star Advisers Fund, CDC Nvest Star Value Fund, CDC
Nvest Star Worldwide Fund, CDC Nvest Government
Securities Fund, CDC Nvest Strategic Income Fund, CDC
Nvest Bond Income Fund, CDC Nvest Municipal Income Fund
and CDC Nvest Star Small Cap Fund and CDC IXIS Asset
Management Services, Inc. ("CIS", formerly Nvest
Services Company, Inc.) is incorporated by reference to
exhibit h(1) to PEA No. 42 to the Registration Statement
filed on April 27, 2000.
(2) Amendment dated January 1, 2001 to Fee Schedule of
Transfer Agency and Services Agreement dated November 1,
1999 is incorporated by reference to exhibit h(2) to PEA
No. 44 to the Registration Statement filed on April 30,
2001.
(3) Organizational Expense Reimbursement Agreement between
the Registrant on behalf of CDC Nvest Capital Growth
Fund and CDC IXIS Distributors is incorporated by
reference to PEA No. 35 to the Registration Statement
filed on April 18, 1997.
(4) Organizational Expense Reimbursement Agreement between
the Registrant on behalf of its CDC Nvest Strategic
Income Fund and CDC IXIS Distributors is incorporated by
reference to PEA No. 31 to the Registration Statement
filed on April 12, 1996.
(5) Organizational Expense Reimbursement Agreement between
the Registrant on behalf of its CDC Nvest Star Worldwide
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit 9(j) to PEA No. 31 to the
Registration Statement filed April 12, 1996.
(6) Organizational Expense Reimbursement Agreement between
the Registrant on behalf of its CDC Nvest Star Small Cap
Fund and CDC IXIS Distributors is incorporated by
reference to exhibit 9(n) to PEA No. 34 to the
Registration Statement filed on February 14, 1997.
(7) Expense Agreement between the Registrant on behalf of
its CDC Nvest Strategic Income Fund and CDC IXIS
Advisers is incorporated by reference to exhibit 9(l) to
PEA No. 32 to the Registration Statement filed on July
30, 1996.
9
(8) Securities Lending Authorization Agreement and State
Street Bank between the Registrant and its Series
enumerated on schedule C thereto is incorporated by
reference to PEA No. 39 to the Registration Statement
filed on February 16, 1999.
(9) CDC IXIS Advisers Fee Waiver/Reimbursement Undertaking
between the Registrant on behalf the named series and
CDC IXIS Advisers is incorporated by reference to PEA
No. 39 to the Registration Statement filed on February
16, 1999.
(10) CDC IXIS Advisers fee waiver/Reimbursement Undertaking
dated May 1, 2000 between Registrant on behalf of its
named series and CDC IXIS Advisers is incorporated by
reference to exhibit h(10) to PEA No. 42 to the
Registration Statement filed on April 27, 2000.
(11) CDC IXIS Advisers fee waiver/Reimbursement Undertaking
dated May 1, 2001 between Registrant on behalf of its
named series and CDC IXIS Advisers is incorporated by
reference to exhibit h(11) to PEA No. 44 to the
Registration Statement filed on April 30, 2001.
(12) Form of CDC IXIS Advisers fee waiver/Reimbursement
Undertaking between the Registrant on behalf of its
named series and CDC IXIS Advisers is filed herewith.
(13) Administrative Services Agreement dated October 30,
2000 between Registrant on behalf of CDC Nvest Growth
Fund, CDC Nvest Capital Growth Fund, CDC Nvest Balanced
Fund, CDC Nvest International Equity Fund, CDC Nvest
Star Advisers Fund, CDC Nvest Star Value Fund, CDC Nvest
Star Worldwide Fund, CDC Nvest Government Securities
Fund, CDC Nvest Strategic Income Fund, CDC Nvest Bond
Income Fund, CDC Nvest Municipal Income Fund and CDC
Nvest Star Small Cap Fund and CIS is incorporated by
reference to exhibit h(12) to PEA No. 44 to the
Registration Statement filed on April 30, 2001.
(14) Amendment dated December 1, 2000 to Administrative
Services Agreement dated October 30, 2000 is
incorporated by reference to exhibit h(13) to PEA No. 44
to the Registration Statement filed on April 30, 2001.
(15) Amendment dated January 2, 2001 to Administrative
Services Agreement dated October 30, 2000 is
incorporated by reference to exhibit h(14) to PEA No. 44
to the Registration Statement filed on April 30, 2001.
(16) Securities Lending Arrangement dated April 1, 2001
between Credit Suisse First Boston Corporation and the
Registrant, on behalf of its named series is filed
herewith.
(i) Legal Opinion.
(1) Opinion and consent of counsel relating to the
Registrant's CDC Nvest Government Securities Fund is
incorporated by referenceto PEA No. 35 to the
Registration Statement filed on April 18, 1997.
(2) Opinion and consent of counsel relating to the
Registrant's issuance of multiple classes of shares is
incorporated by reference to PEA No. 38 to the
Registration Statement filed on April 30, 1998.
(3) Opinion and consent of counsel relating to the
10
Registrant's CDC Nvest Star Advisers Fund is
incorporated by reference to PEA No. 38 to the
Registration Statement filed on April 30, 1998.
(4) Opinion and consent of counsel relating to the
Registrant's CDC Nvest Strategic Income Fund is
incorporated by reference to PEA No. 28 to the
Registration Statement filed on October 13, 1995.
(5) Opinion and consent of counsel relating to the
Registrant's CDC Nvest Star Worldwide Fund is
incorporated by reference to exhibit 10(h) to PEA No. 31
to the Registration Statement filed on April 12, 1996.
(6) Opinion and consent of counsel relating to the
Registrant's CDC Nvest Star Small Cap Fund is
incorporated by reference to exhibit 10(i) to PEA No. 34
to the Registration Statement filed on February 14,1997.
(7) Opinion and consent of counsel relating to the
Registrant's CDC Nvest Large Cap Growth Fund, Jurika &
Voyles Relative Value Fund and CDC Nvest Star Growth
Fund is filed herewith.
(j) Other Opinions.
Consent of PricewaterhouseCoopers LLP will be filed
by amendment.
(k) Omitted Financial Statements
Not applicable.
(l) Initial Capital Agreements.
Not applicable.
(m) Rule 12b-1 Plan.
(1) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Growth
Fund is incorporated by reference to exhibit m(1)(a) to
PEA No. 44 to the Registration Statement filed on April
30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Growth
Fund is incorporated by reference to exhibit m(1)(b) to
PEA No. 44 to the Registration Statement filed on April
30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Growth
Fund is incorporated by reference to exhibit m(1)(c) to
PEA No. 44 to the Registration Statement filed on April
30, 2001.
(2) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Capital
Growth Fund is incorporated by reference to exhibit m(2)
(a) to PEA No. 44 to the Registration Statement filed on
April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Capital
Growth Fund is incorporated by reference to exhibit m(2)
(b) to PEA No. 44 to the Registration Statement filed on
April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Capital
Growth Fund is incorporated by reference to exhibit m(2)
(c) to PEA No. 44 to the Registration Statement filed on
April 30, 2001.
11
(3) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Balanced
Fund is incorporated by reference to exhibit m(3)(a) to
PEA No. 44 to the Registration Statement filed on April
30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Balanced
Fund is incorporated by reference to exhibit m(3)(b) to
PEA No. 44 to the Registration Statement filed on April
30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Balanced
Fund is incorporated by reference to exhibit m(3)(c) to
PEA No. 44 to the Registration Statement filed on April
30, 2001.
(4) (a) Rule 12b-1 Plan for class A shares of CDC Nvest
International Equity Fund is incorporated by reference
to exhibit m(4)(a) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest
International Equity Fund is incorporated by reference
to exhibit m(4)(b) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest
International Equity Fund incorporated by reference to
exhibit m(4)(c) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(5) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Star
Advisers Fund is incorporated by reference to exhibit
m(5)(a) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Star
Advisers Fund is incorporated by reference to exhibit
m(5)(b) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Advisers Fund is incorporated by reference to exhibit
m(5)(c) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(6) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Star
Value Fund is incorporated by reference to exhibit m(6)
(a) to PEA No. 44 to the Registration Statement filed on
April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Star
Value Fund is incorporated by reference to exhibit m(6)
(b) to PEA No. 44 to the Registration Statement filed on
April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Value Fund is incorporated by reference to exhibit m(6)
(c) to PEA No. 44 to the Registration Statement filed on
April 30, 2001.
(7) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Star
Worldwide Fund is incorporated by reference to exhibit
m(7)(a) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Star
Worldwide Fund is incorporated by reference to exhibit m
(7)(b) to PEA No. 44 to the Registration Statement filed
on April 30, 2001.
12
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Worldwide Fund is incorporated by reference to exhibit m
(7)(c) to PEA No. 44 to the Registration Statement filed
on April 30, 2001.
(8) (a) Rule 12b-1 Plan for class A shares of CDC Nvest
Government Securities Fund is incorporated by reference
to exhibit m(8)(a) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest
Government Securities Fund is incorporated by reference
to exhibit m(8)(b) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(9) (a) Rule 12b-1 Plan for class A shares of CDC Nvest
Strategic Income Fund is incorporated by reference to
exhibit m(9)(a) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest
Strategic Income Fund is incorporated by reference to
exhibit m(9)(b) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest
Strategic Income Fund is incorporated by reference to
exhibit m(9)(c) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(10) (a) Rule 12b-1 Plan for class A shares of CDC Nvest
Bond Income Fund is incorporated by reference to
exhibit m(10)(a) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Bond
Income Fund is incorporated by reference to exhibit
m(10)(b) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Bond
Income Fund is incorporated by reference to exhibit
m(10)(c) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(11) (a) Rule 12b-1 Plan for class A shares of CDC Nvest
Municipal Income Fund is incorporated by reference to
exhibit m(11)(a) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest
Municipal Income Fund is incorporated by reference to
exhibit m(11)(b) to PEA No. 44 to the Registration
Statement filed on April 30, 2001.
(12) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Star
Small Cap Fund is incorporated by reference to exhibit
m(12)(a) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Star
Small Cap Fund is incorporated by reference to exhibit
m(12)(b) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Small Cap Fund is incorporated by reference to exhibit
m(12)(c) to PEA No. 44 to the Registration Statement
filed on April 30, 2001.
12
(13) (a) Rule 12b-1 Plan for class A shares of CDC Nvest Large
Cap Growth Fund is filed herewith.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Large
Cap Growth Fund is filed herewith.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Large
Cap Growth Fund is filed herewith.
(14) (a) Rule 12b-1 Plan for class A shares of CDC Nvest
Jurika & Voyles Relative Value Fund is filed herewith.
(b) Rule 12b-1 Plan for class B shares of CDC Nvest Jurika &
Voyles Relative Value Fund is filed herewith.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Jurika &
Voyles Relative Value Fund is filed herewith.
(15) (a) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Growth Fund is filed herewith.
(b) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Growth Fund is filed herewith.
(c) Rule 12b-1 Plan for class C shares of CDC Nvest Star
Growth Fund is filed herewith.
(n) Rule 18f-3 Plan
Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940 as amended, dated December 1,
2000 is incorporated by reference to exhibit (n) to
PEA No. 44 to the Registration Statement filed on
April 30, 2001.
(p) Code of Ethics.
(1) Code of Ethics of Registrant dated August 25, 2000 is
incorporated by reference to exhibit p(1) to PEA No. 44
to the Registration Statement filed on April 30, 2001.
(2) Code of Ethics dated July 1, 2000 for CDC IXIS
Advisers, CDC IXIS Distributors and CIS is
incorporated by reference to exhibit p(2) to PEA No.
44 to the Registration Statement filed on April 30,
2001.
(3) Code of Ethics dated March 1, 2000 of Capital Growth
Management Limited Partnership is incorporated by
reference to exhibit p(3) to PEA No. 42 to the
Registration Statement filed on April 27, 2000.
(4) Code of Ethics dated May 11, 2000 of Westpeak is
incorporated by reference to exhibit p(4) to PEA No. 44
to the Registration Statement filed on April 30, 2001.
(5) (i) Code of Ethics dated January 14, 2000 of Loomis Sayles
is incorporated by reference to exhibit p(5)(i) to PEA
No. 44 to the Registration Statement filed on April
30, 2001.
(ii) Code of Ethics dated January 14, 2000 as amended
13
January 2, 2001 of Loomis Sayles is incorporated by
reference to exhibit p(5)(ii) to PEA No. 44 to the
Registration Statement filed on April 30, 2001.
(6) Code of Ethics dated April 18, 2000 of Harris Associates
is incorporated by reference to exhibit p(7) to PEA No.
42 to the Registration Statement filed on pril 27, 2000.
(7) Code of Ethics dated April 20, 2001 of Vaughan Nelson is
incorporated by reference to exhibit (p)(8) to PEA No.45
to the Registration Statement filed on August 1, 2001.
(8) Code of Ethics as revised January 2001 of Montgomery is
incorporated by reference to exhibit p(10)(ii) to PEA
No. 44 to the Registration Statement filed on April 30,
2001.
(9) Code of Ethics dated July 1, 2000 as amended March 8,
2001 of RSIM is filed herewith.
(10) Code of Ethics and Policy on Personal Trading effective
February 1, 200 for Jurika & Voyles, L.P. is
incorporated by reference to exhibit (p)(11) to PEA No.
45 to the Registration Statement filed on August 1,2001.
(11) Code of Ethics for Merrill Lynch Investment Managers is
filed herewith.
(q) Powers of Attorney
Power of Attorney dated August 31, 2001 designating John
M. Loder, John E.
Pelletier and Thomas P. Cunningham as attorneys to sign
for each Trustee is filed herewith.
Item 24. Persons Controlled by or Under Common Control with the Registrant
None.
Item 25. Indemnification
Under Article 4 of the Registrant's By-laws, any past or present
Trustee or officer of the Registrant (hereinafter referred to as a "Covered
Person") shall be indemnified to the fullest extent permitted by law against all
liability and all expenses reasonably incurred by him or her in connection with
any claim, action, suit or proceeding to which he or she may be a party or
otherwise involved by reason of his or her being or having been a Covered
Person. That provision does not authorize indemnification when it is determined
that such covered person would otherwise be liable to the Registrant or its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties. This description is modified in its
entirety by the provision of Article 4 of the Registrant's By-laws contained in
the PEA No. 32 to the Registration Statement filed on July 30, 1996 as exhibit
2(a) and is incorporated by reference.
The Distribution Agreement, the Custodian Contract, the Transfer Agency
and Service Agreement and the Administrative Services Agreement (the
"Agreements") contained herein and in various post-effective amendments and
incorporated herein by reference, provide for indemnification. The general
effect of these provisions is to indemnify entities contracting with the Trust
14
against liability and expenses in certain circumstances. This description is
modified in its entirety by the provisions of the Agreements as contained in
this Registration Statement and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act "), may be permitted to Trustees,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a Trustee, officer
or controlling person of the Registrant in connection with the successful
defense of any claim, action, suit or proceeding) is asserted against the
Registrant by such Trustee, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Registrant and its Trustees, officers and employees are insured, under
a policy of insurance maintained by the Registrant in conjunction with CDC IXIS
Asset Management North America, L.P. (formerly Nvest Companies, L.P.) and its
affiliates, within the limits and subject to the limitations of the policy,
against certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such Trustees or officers. The policy expressly excludes coverage
for any Trustee or officer for any claim arising out of any fraudulent act or
omission, any dishonest act or omission or any criminal act or omission of the
Trustee or officer.
Item 26. Business and Other Connections of Investment Adviser
(a) Loomis Sayles, subadviser of the Registrant's CDC Nvest Star Value
Fund, CDC Nvest Star Advisers Fund, CDC Nvest Star Small Cap Fund, CDC
Nvest Star Worldwide Fund, CDC Nvest International Equity Fund, CDC
Nvest Balanced Fund and CDC Nvest Strategic Income Fund, provides
investment advice to a number of other registered investment companies
and to other organizations and individuals.
The list required by this Item 26 regarding any other business,
profession, vocation or employment of a substantial nature engaged in
by officers and directors of Loomis Sayles during the past two years is
incorporated herein by reference to schedules A and D of Form ADV filed
by Loomis Sayles pursuant to the Investment Advisers Act of 1940 as
amended (the "Advisers Act") (SEC File No. 801-170).
(b) Capital Growth Management Limited Partnership ("CGM"), the adviser of
the Registrant's CDC Nvest Growth Fund, provides investment advice to a
number of other registered investment companies and to other
organizations and individuals.
The list required by this Item 26 regarding any other business,
profession, vocation or employment of a substantial nature engaged in
by officers and directors of CGM during the past two years is
incorporated herein by reference to schedules A and D of Form ADV filed
by CGM pursuant to the Advisers Act (SEC File No. 801-35935).
(c) Westpeak Global Advisors, L.P. (formerly Westpeak Investment Advisors,
L.P.("Westpeak")) serves as subadviser to the Registrant's CDC Nvest
Capital Growth Fund and CDC Nvest Star Value Fund. Organized in 1991,
Westpeak provides investment management services to other mutual funds
and institutional clients.
The list required by this Item 26 regarding any other general business,
profession, vocation or employment of a substantial nature engaged in
by officers and directors of Back Bay Advisors during the past two
15
years is incorporated herein by reference to schedules A and D of Form
ADV filed by Westpeak pursuant to the Advisers Act (SEC File No.
801-39554).
(d) CDC IXIS Advisers, a wholly owned subsidiary CDC IXIS Asset Management
North America, L.P. serves as investment adviser to all the series of
the Registrant except CDC Nvest Growth Fund. CDC IXIS Advisers was
organized in 1995.
The list required by this Item 26 regarding any other business,
profession or employment of a substantial nature engaged in by officers
and directors of CDC IXIS Advisers during the past two years is
incorporated herein by reference to schedules A and D of Form ADV filed
by CDC IXIS Advisers pursuant to the Advisers Act (SEC File No.
801-48408).
(e) Montgomery is a subadviser to the Registrant's CDC Nvest Star Worldwide
Fund and CDC Nvest Star Small Cap Fund.
This list required by this Item 26 regarding any other business,
profession or employment of a substantial nature engaged in by officers
and directors of Montgomery during the past two years is incorporated
herein by reference to schedules A and D of Form ADV filed by
Montgomery pursuant to the Advisers Act (SEC File No. 801-54803).
(f) Harris Associates L.P. serves as a subadviser to the Registrant's CDC
Nvest Star Advisers Fund, CDC Nvest Star Worldwide Fund, CDC Nvest Star
Value Fund and CDC Nvest Star Small Cap Fund. Harris Associates serves
as investment adviser to mutual funds, individuals, trusts, retirement
plans, endowments and foundations, and manages several private
partnerships, and is a registered commodity trading adviser and
commodity pool operator.
The list required by this Item 26 regarding any other business,
profession or employment of a substantial nature engaged in by officers
and directors of Harris during the past two years is incorporated
herein by reference to schedules A and D of Form ADV filed by Harris
pursuant to the Advisers Act (SEC File No. 801-50333).
(g) RS Investment Management, L.P., a subadviser to the Registrant's CDC
Nvest Star Small Cap Fund, provides investment advice to various
clients including public mutual funds, private limited partnerships and
separate accounts.
The list required by this Item 26 regarding any other business,
profession or employment of a substantial nature engaged in by officers
and directors of RS Investment Management during the past two years is
incorporated herein by reference to schedules A and D of Form ADV filed
by RS Investment Management pursuant to the Advisers Act (SEC File No.
801-144125).
(h) Vaughan, Nelson, Scarborough & McCullough, L.P. subadviser to
Registrant's CDC Nvest Star Value Fund, provides investment advice to a
number of other registered investment companies and to other
organizations and individuals.
The list required by this Item 26 regarding any other business,
profession, vocation or employment of a substantial nature engaged in
by officers and partners of VSNM during the past two years is
incorporated herein by reference to schedules A and D of Form ADV filed
by VNSM pursuant to the Advisers Act (File No. 801-51795).
16
(i) Jurika & Voyles, L.P the subadviser to CDC Nvest Balanced Fund,
provides investment advice to other registered investment companies and
to organizations and individuals. Jurika & Voyles succeeded Jurika &
Voyles, Inc. in January 1997.
The list required by this Item 26 regarding any other business,
profession, vocation or employment of a substantial nature engaged in
by officers and directors of Jurika & Voyles during the past two years
is incorporated herein by reference to schedules A and D of Form ADV
filed by Jurika & Voyles pursuant to the Advisers Act (File No.
801-53366).
(j) Fund Asset Management, L.P. serves as subadviser to Registrant's CDC
Nvest Star Advisers Fund.
The list required by this Item 26 regarding any other business,
profession, vocation or employment of a substantial nature engaged in
by officers and directors of Fund Asset Management, L.P. during the
past two years is incorporated herein by reference to schedules A and D
of Form ADV filed by Fund Asset Management, L.P. pursuant to the
Advisers Act (File No. 801-12485).
(k) Morgan Stanley Investments LP serves as subadviser to Registrant's CDC
Nvest Star Growth Fund.
The list required by this Item 26 regarding any other business,
profession, vocation or employment of a substantial nature engaged in
by officers and directors of Morgan Stanley during the past two years
is incorporated herein by reference to schedules A and D of Form ADV
filed by Morgan Stanley pursuant to the Advisers Act (File No.
801-10437).
Item 27. Principal Underwriter
(a) CDC IXIS Asset Management Distributors, L.P., the principal
underwriter of the Registrant, also serves as principal underwriter
for:
CDC Nvest Tax Exempt Money Market Trust
CDC Nvest Cash Management Trust
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
CDC Nvest Companies Trust I
(b) The general partner and officers of the Registrant's principal
underwriter, CDC IXIS Asset Management Distributors, L.P., and their
addresses are as follows:
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
---------------------------- ---------------------------------------------- -----------------------------------
CDC IXIS Asset Management General Partner None
Distribution Corporation
(formerly Nvest
Distribution Corp.)
John T. Hailer President and Chief Executive Officer President and Trustee
John E. Pelletier Senior Vice President, General Counsel, Secretary and Clerk
Secretary and Clerk
Scott E. Wennerholm Senior Vice President, Treasurer, Chief None
Financial Officer, and Chief Operating
Officer
17
Coleen Downs Dinneen Vice President, Associate General Counsel, Assistant Secretary
Assistant Secretary and Assistant Clerk
Vice President, Deputy General Counsel, None
James Wall Assistant Secretary and Assistant Clerk
Beatriz Pina Smith Vice President and Assistant Treasurer None
Christine Howe Vice President and Controller None
Frank S. Maselli Senior Vice President None
Kirk Williamson Senior Vice President None
Daniel Lynch Vice President None
Marla McDougall Vice President None
The principal business address of all the above persons or entities is 399
Boylston Street, Boston, MA 02116.
(c) Not applicable.
Item 28. Location of Accounts and Records
The following companies, in the aggregate, maintain possession of the documents
required to be maintained by Section 31(a) of the Investment Company Act of
1940, as amended, and the rules thereunder:
(a) For all series of Registrant:
(i) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(ii) CDC IXIS Asset Management Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
(iii) CDC IXIS Asset Management Advisers, L.P.
399 Boylston Street
Boston, MA 02116
(excluding Growth Fund)
(b) For CDC Nvest Growth Fund:
Capital Growth Management Limited Partnership
One International Place
Boston, Massachusetts 02110
(c) For the series of the Registrant managed by Harris:
Harris Associates L.P.
Two North LaSalle Street
Chicago, Illinois 60602
18
(d) For the series of the Registrant managed by Fund Asset Management,
L.P. (doing business as Mercury Advisors)
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, NJ 08536
(e) For the series of the Registrant managed by Loomis Sayles:
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
(f) For the series of the Registrant managed by Montgomery:
Montgomery Asset Management, LLC
600 Montgomery Street
San Francisco, California 94111
(g) For the series of the Registrant managed by RS Investment Management:
RS Investment Management
555 California Street
San Francisco, CA 94101
(h) For the series of the Registrant managed by Vaughan, Nelson
Scarborough & McCullough, L.P.:
Vaughan, Nelson, Scarborough & McCollough, L.P.
600 Travis
Suite 6300
Houston, TX 77002
(i) For the series of the Registrant managed by Jurika & Voyles, L.P.
Jurika & Voyles, L.P.
Lake Merritt Plaza
1999 Harrison, Suite 700
Oakland, CA 94612
(j) For the series of the Registrant managed by Westpeak Global Advisers,
L.P.:
Westpeak Investment Advisers, L.P.
1011 Walnut Street
Boulder, CO 80302
(k) For the series of the Registrant managed by Morgan Stanley:
Morgan Stanley Investments LP
One Tower Bridge, West
Conshohocken, PA 19428
Item 29. Management Services
None.
Item 30. Undertakings
(a) The Registrant undertakes to provide the annual report of any of
its series to any person who receives a prospectus for such series and who
requests the annual report.
19
CDC NVEST FUNDS TRUST I
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirement for effectiveness of this Post-Effective Amendment
("PEA") No. 46 to its Registration Statement under Rule 485(b) under the
Securities Act of 1933, as amended, and has duly caused this Post-Effective
Amendment No. 46 to its Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 12th day of October, 2001.
CDC Nvest Funds Trust I
By: PETER S. VOSS*
---------------------------------
Peter S. Voss
Chief Executive Officer
*By: /s/ John E. Pelletier
---------------------------------
John E. Pelletier
Attorney-In-Fact**
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
PETER S. VOSS*
---------------------------
Peter S. Voss Chairman of the Board; Chief October 12, 2001
Executive Officer; Trustee
/s/ Thomas P. Cunningham
---------------------------
Thomas P. Cunningham Treasurer October 12, 2001
GRAHAM T. ALLISON, JR.*
---------------------------
Graham T. Allison, Jr. Trustee October 12, 2001
DANIEL M. CAIN*
---------------------------
Daniel M. Cain Trustee October 12, 2001
KENNETH J. COWAN*
---------------------------
Kenneth J. Cowan Trustee October 12, 2001
RICHARD DARMAN*
---------------------------
Richard Darman Trustee October 12, 2001
JOHN T. HAILER*
---------------------------
John T. Hailer President; Trustee October 12, 2001
SANDRA O. MOOSE*
---------------------------
Sandra O. Moose Trustee October 12, 2001
JOHN A. SHANE*
---------------------------
John A. Shane Trustee October 12, 2001
PENDLETON P. WHITE*
---------------------------
Pendleton P. White Trustee October 12, 2001
*By: /s/ John E. Pelletier
---------------------
John E. Pelletier
Attorney-In-Fact**
October 12, 2001
** Powers of Attorney are filed herewith.
CDC NVEST FUNDS TRUST I
EXHIBIT INDEX
EXHIBITS FOR ITEM 23 OF FORM N-1A
EXHIBIT DESCRIPTION
(a)(15) Amendment No. 14 to Agreement and Declaration
(a)(16) Amendment No. 15 to Agreement and Declaration
(d)(2)(viii) Form of Advisory Agreement -Government Securities Fund
(d)(2)(xiii) Form of Advisory Agreement -Large Cap Growth Fund
(d)(2)(xiv) Form of Advisory Agreement -Jurika & Voyles Relative Value Fund
(d)(2)(xv) Form of Advisory Agreement -Star Growth Fund
(d)(3)(xi) Subadvisory Agreement -Star Advisers Fund - Mercury Advisors
(d)(3)(xix) Form of Subadvisory Agreement -Government Securities Fund
(d)(3)(xxi) Form of Subadvisory Agreement -Bond Income Fund
(d)(3)(xxii) Form of Subadvisory Agreement -Municipal Income Fund
(d)(3)(xxvii) Form of Subadvisory Agreement -Large Cap Growth Fund
(d)(3)(xxviii) Form of Subadvisory Agreement -Jurika & Voyles Relative Value
Fund
(d)(3)(xxix) Form of Subadvisory Agreement -Star Growth Fund - Westpeak
(d)(3)(xxx) Form of Subadvisory Agreement -Star Growth Fund - VNSM
(d)(3)(xxxi) Form of Subadvisory Agreement -Star Growth Fund - RSIM
(d)(3)(xxxii) Form of Subadvisory Agreement -Star Growth Fund - Morgan Stanley
(e)(13) Form of Distribution Agreement -Large Cap Growth Fund
(e)(14) Form of Distribution Agreement -Jurika & Voyles Relative Value
Fund
(e)(15) Form of Distribution Agreement -Star Growth Fund
(e)(16) Form of Dealer Agreement
(h)(12) Form of Expense Reimbursement Agreement
(h)(16) Securities Lending Arrangement
(i)(7) Opinion and consent of counsel
(m)(13)(a) Class A Rule 12b-1 Plan for Large Cap Growth Fund
(m)(13)(b) Class B Rule 12b-1 Plan for Large Cap Growth Fund
(m)(13)(c) Class C Rule 12b-1 Plan for Large Cap Growth Fund
(m)(14)(a) Class A Rule 12b-1 Plan for Jurika & Voyles Relative Value Fund
(m)(14)(b) Class B Rule 12b-1 Plan for Jurika & Voyles Relative Value Fund
(m)(14)(c) Class C Rule 12b-1 Plan for Jurika & Voyles Relative Value Fund
(m)(15)(a) Class A Rule 12b-1 Plan for Star Growth Fund
(m)(15)(b) Class B Rule 12b-1 Plan for Star Growth Fund
(m)(15)(c) Class C Rule 12b-1 Plan for Star Growth Fund
(p)(9) Code of Ethics of RS Investment Management
(p)(11) Code of Ethics of Merrill Lynch
(q) Powers of Attorney
EX-99.A
3
exha15.txt
EXHIBIT (A)(15) AMENDMENT NO. 14
Exhibit (a)(15)
CDC NVEST FUNDS TRUST I
Amendment No. 14 to Amended and Restated Agreement and
Declaration of Trust
The undersigned, being at least a majority of the Trustees of CDC Nvest
Funds Trust I (the "Trust"), having determined it to be consistent with the fair
and equitable treatment of all shareholders of the Trust, hereby amend the
Trust's Amended and Restated Agreement and Declaration of Trust, as amended by
Amendments Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 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, as follows:
1. The first sentence of Section 6 of Article III of the Declaration of
Trust is hereby amended to read in its entirety as follows:
Without limiting the authority of the Trustees set forth in Section 5,
inter alia, to establish and designate any further Series or classes or to
modify the rights and preferences of any Series or class, each of the
following Series shall be, and is hereby, established and designated as a
Multi-Class Series: (1) CDC Nvest Government Securities Fund, (2) CDC Nvest
Growth Fund, (3) CDC Nvest Balanced Fund, (4) CDC Nvest Star Value Fund,
(5) CDC Nvest Bond Income Fund, (6) CDC Nvest Municipal Income Fund, (7)
CDC Nvest International Equity Fund, (8) CDC Nvest Capital Growth Fund, (9)
CDC Nvest Star Advisers Fund, (10) CDC Nvest Strategic Income Fund, (11)
CDC Nvest Star Worldwide Fund, (12) CDC Nvest Star Small Cap Fund, (13) CDC
Nvest Large Cap Growth Fund, (14) CDC Nvest Jurika & Voyles Relative Value
Fund and (15) CDC Nvest Star Growth Fund.
The foregoing amendment shall be effective as of the time it is filed with
the Secretary of State of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our
successors and assigns as of the 31st day of August, 2001.
/s/ Graham T. Allison, Jr. /s/ Sandra O. Moose
----------------------------- -----------------------------
Graham T. Allison, Jr. Sandra O. Moose
/s/ Daniel M. Cain /s/ John A. Shane
----------------------------- -----------------------------
Daniel M. Cain John A. Shane
/s/ Kenneth J. Cowan /s/ John T. Hailer
----------------------------- -----------------------------
Kenneth J. Cowan John T. Hailer
/s/ Richard Darman /s/ Peter S. Voss
----------------------------- -----------------------------
Richard Darman Peter S. Voss
/s/ Pendleton P. White
-----------------------------
Pendleton P. White
EX-99.A
4
exha16.txt
EXHIBIT (A)(16) AMNEDMENT NO. 15
Exhibit (a)(16)
CDC NVEST FUNDS TRUST I
Amendment No. 15 to Amended and Restated Agreement and
Declaration of Trust
The undersigned, being at least a majority of the Trustees of CDC Nvest
Funds Trust I (the "Trust"), having determined it to be consistent with the fair
and equitable treatment of all shareholders of the Trust, hereby amend the
Trust's Amended and Restated Agreement and Declaration of Trust, as amended by
Amendments Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 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, as follows:
1. The first sentence of Section 6 of Article III of the Declaration of
Trust is hereby amended to read in its entirety as follows:
Without limiting the authority of the Trustees set forth in Section 5,
inter alia, to establish and designate any further Series or classes or to
modify the rights and preferences of any Series or class, each of the
following Series shall be, and is hereby, established and designated as a
Multi-Class Series: (1) CDC Nvest Government Securities Fund, (2) CDC Nvest
Targeted Equity Fund, (3) CDC Nvest Balanced Fund, (4) CDC Nvest Star Value
Fund, (5) CDC Nvest Bond Income Fund, (6) CDC Nvest Municipal Income Fund,
(7) CDC Nvest International Equity Fund, (8) CDC Nvest Capital Growth Fund,
(9) CDC Nvest Star Advisers Fund, (10) CDC Nvest Strategic Income Fund,
(11) CDC Nvest Star Worldwide Fund, (12) CDC Nvest Star Small Cap Fund,
(13) CDC Nvest Large Cap Growth Fund, (14) CDC Nvest Jurika & Voyles
Relative Value Fund and (15) CDC Nvest Star Growth Fund.
The foregoing amendment shall be effective as of the time it is filed with
the Secretary of State of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our
successors and assigns as of the 31st day of August, 2001.
/s/ Graham T. Allison, Jr. /s/ Sandra O. Moose
-------------------------- --------------------------
Graham T. Allison, Jr. Sandra O. Moose
/s/ Daniel M. Cain /s/ John A. Shane
-------------------------- --------------------------
Daniel M. Cain John A. Shane
/s/ Kenneth J. Cowan /s/ John T. Hailer
-------------------------- --------------------------
Kenneth J. Cowan John T. Hailer
/s/ Richard Darman /s/ Peter S. Voss
-------------------------- --------------------------
Richard Darman Peter S. Voss
/s/ Pendleton P. White
--------------------------
Pendleton P. White
EX-99.D
5
exhd2viii.txt
EXHIBIT (D)(2)(VIII)
Exhibit (d)(2)(viii)
CDC NVEST GOVERNMENT SECURITIES FUND
FORM OF
ADVISORY AGREEMENT
AGREEMENT made the 1st day of October, 2001, by and between CDC NVEST
FUNDS TRUST I, a Massachusetts business trust (the "Fund"), with respect to its
CDC Nvest Government Securities Fund series (the "Series"), and CDC IXIS
Asset Management Advisers, L.P., a Delaware limited partnership (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter into an agreement
setting forth the terms upon which the Manager (or certain other parties acting
pursuant to delegation from the Manager) will perform certain services for the
Series;
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and
Administrative Services (as defined in Section 3 hereof), subject to
the authority of the Manager to delegate any or all of its
responsibilities hereunder to other parties as provided in Sections
1(b) and (c) hereof. The Manager hereby accepts such employment and
agrees, at its own expense, to furnish such services (either directly
or pursuant to delegation to other parties as permitted by Sections
1(b) and (c) hereof) and to assume the obligations herein set forth,
for the compensation herein provided; provided, however, that the
Manager shall have no obligation to pay the fees of any Sub-Adviser (as
defined in Section 1(b) hereof), to the extent that the Fund has
agreed, under any contract to which the Fund and the Sub-Adviser are
parties (a "Sub-Advisory Agreement") to pay such fees. The Manager
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
(b) The Manager may delegate any or all of its
responsibilities hereunder with respect to the provision of Portfolio
Management Services (and assumption of related expenses) to one or more
other parties (each such party, a "Sub-Adviser"), pursuant in each case
to a written agreement with such Sub-Adviser that meets the
requirements of Section 15 of the Investment Company Act of 1940 and
the rules thereunder (the "1940 Act") applicable to contracts for
service as investment adviser of a registered investment company
(including without limitation the requirements for approval by the
trustees of the Fund and the shareholders of the Series), subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission. Any Sub-Adviser may (but need not) be affiliated
1
with the Manager. If different Sub-Advisers are engaged to provide
Portfolio Management Services with respect to different segments of the
portfolio of the Series, the Manager shall determine, in the manner
described in the prospectus of the Series from time to time in effect,
what portion of the assets belonging to the Series shall be managed by
each Sub-Adviser.
(c) The Manager may delegate any or all of its
responsibilities hereunder with respect to the provision of
Administrative Services to one or more other parties (each such party,
an "Administrator") selected by the Manager. Any Administrator may (but
need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Series, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and
financial data and information and undertaking such additional
investment research as shall be necessary or advisable for the
management of the investment and reinvestment of the assets belonging
to the Series in accordance with the Series' investment objectives and
policies;
(b) taking such steps as are necessary to implement the
investment policies of the Series by purchasing and selling of
securities, including the placing of orders for such purchase and sale;
and
(c) regularly reporting to the Board of Trustees of the Fund
with respect to the implementation of the investment policies of the
Series.
3. As used in this Agreement, "Administrative Services" means the
provision to the Fund, by or at the expense of the Manager, of the
following:
(a) office space in such place or places as may be agreed upon
from time to time by the Fund and the Manager, and all necessary office
supplies, facilities and equipment;
(b) necessary executive and other personnel for managing the
affairs of the Series (exclusive of those related to and to be
performed under contract for custodial, transfer, dividend and plan
agency services by the entity or entities selected to perform such
services and exclusive of any managerial functions described in Section
4);
(c) compensation, if any, of trustees of the Fund who are
directors, officers or employees of the Manager, any Sub-Adviser or any
Administrator or of any affiliated person (other than a registered
investment company) of the Manager, any Sub-Adviser or any
Administrator; and
2
(d) supervision and oversight of the Portfolio Management
Services provided by each Sub-Adviser, and oversight of all matters
relating to compliance by the Fund with applicable laws and with the
Series' investment policies, restrictions and guidelines, if the
Manager has delegated to one or more Sub-Advisers any or all of its
responsibilities hereunder with respect to the provision of Portfolio
Management Services.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items
referred to in sub-section (n) of this section 4;
(b) any of the costs of preparing, printing and distributing
sales literature;
(c) compensation of trustees of the Fund who are not
directors, officers or employees of the Manager, any Sub-Adviser or any
Administrator or of any affiliated person (other than a registered
investment company) of the Manager, any Sub-Adviser or any
Administrator;
(d) registration, filing and other fees in connection with
requirements of regulatory authorities;
(e) the charges and expenses of any entity appointed by the
Fund for custodial, paying agent, shareholder servicing and plan agent
services;
(f) charges and expenses of independent accountants retained
by the Fund;
(g) charges and expenses of any transfer agents and registrars
appointed by the Fund;
(h) brokers' commissions and issue and transfer taxes
chargeable to the Fund in connection with securities transactions to
which the Fund is a party;
(i) taxes and fees payable by the Fund to federal, state or
other governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of
the Fund, including registering and qualifying its shares with Federal
and State regulatory authorities;
(l) expenses of meetings of shareholders and trustees of the
Fund;
(m) interest, including interest on borrowings by the Fund;
3
(n) the costs of services, including services of counsel,
required in connection with the preparation of the Fund's registration
statements and prospectuses, including amendments and revisions
thereto, annual, semiannual and other periodic reports of the Fund, and
notices and proxy solicitation material furnished to shareholders of
the Fund or regulatory authorities; and
(o) the Fund's expenses of bookkeeping, accounting, auditing
and financial reporting, including related clerical expenses.
5. All activities undertaken by the Manager or any Sub-Adviser or
Administrator pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Trustees of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Administrator hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Administrator shall be free to render similar services to others,
so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished
and expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation in an amount equal to the annual rate of 0.550% of the first $200
million of the average daily net assets of the Series, 0.525% of the next $300
million of the average daily net assets of the Series and 0.500% of such assets
in excess of $500 million (or such lesser amount as the Manager may from time to
time agree to receive) minus any fees payable by the Fund, with respect to the
period in question, to any one or more Sub-Advisers pursuant to any Sub-Advisory
Agreements in effect with respect to such period. Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Board of Trustees of the Fund may from time to time determine
and specify in writing to the Manager. The Manager hereby acknowledges that the
Fund's obligation to pay such compensation is binding only on the assets and
property belonging to the Series.
8. If the total of all ordinary business expenses of the Fund as a
whole (including investment advisory fees but excluding interest, taxes,
portfolio brokerage commissions, distribution-related expenses and extraordinary
expenses) for any fiscal year exceeds the lowest applicable percentage of
average net assets or income limitations prescribed by any state in which shares
of the Series are qualified for sale, the Manager shall pay such excess. Solely
for purposes of applying such limitations in accordance with the foregoing
sentence, the Series and the Fund shall each be deemed to be a separate fund
subject to such limitations. Should the applicable state limitation provisions
fail to specify how the average net assets of the Fund or belonging to the
Series are to be calculated, that figure shall be calculated by reference to the
average daily net assets of the Fund or the Series, as the case may be.
4
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the Agreement and Declaration of Trust of the Fund, the partnership
agreement of the Manager or specific provisions of applicable law.
10.This Agreement shall become effective as of the date of its
execution, and
(a) unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a
meeting called for the purpose of voting on, such approval;
(b) this Agreement may at any time be terminated on sixty
days' written notice to the Manager either by vote of the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Series;
(c) this Agreement shall automatically terminate in the event
of its assignment;
(d) this Agreement may be terminated by the Manager on ninety
days' written notice to the Fund;
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the trustees of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Series shall have the meaning
defined in the Fund's Agreement and Declaration of Trust as amended from time to
time.
5
13. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of its obligations
and duties hereunder, the Manager shall not be subject to any liability to the
Fund, to any shareholder of the Fund or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
14. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is disclosed to the
other party in connection with this Agreement, the party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CDC NVEST FUNDS TRUST I
on behalf of its CDC Nvest Government Securities Fund series
By: ________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT ADVISERS, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By: ________________________________
Name: John T. Hailer
Title: President
6
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Government Securities Fund series (the "Series")
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 the Series.
7
EX-99.D
6
exhd2xiii.txt
EXHIBIT (D)(2)(XIII) LARGE CAP GROWTH FUND
Exhibit (d)(2)(xiii)
CDC NVEST LARGE CAP GROWTH FUND
FORM OF
ADVISORY AGREEMENT
AGREEMENT made the ___ day of __________, 20__, by and between CDC NVEST
FUNDS TRUST I, a Massachusetts business trust (the "Fund"), with respect to its
CDC Nvest Large Cap Growth Fund series (the "Series"), and CDC IXIS ASSET
MANAGEMENT ADVISERS, L.P., a Delaware limited partnership (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter into an agreement setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) will perform certain services for the Series;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and
Administrative Services (as defined in Section 3 hereof), subject to the
authority of the Manager to delegate any or all of its responsibilities
hereunder to other parties as provided in Sections 1(b) and (c) hereof. The
Manager hereby accepts such employment and agrees, at its own expense, to
furnish such services (either directly or pursuant to delegation to other
parties as permitted by Sections 1(b) and (c) hereof) and to assume the
obligations herein set forth, for the compensation herein provided; provided,
however, that the Manager shall have no obligation to pay the fees of any
Sub-Adviser (as defined in Section 1(b) hereof), to the extent that the Fund has
agreed, under any contract to which the Fund and the Sub-Adviser are parties (a
"Sub-Advisory Agreement") to pay such fees. The Manager shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
(b) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Portfolio Management Services (and
assumption of related expenses) to one or more other parties (each such party,
a "Sub-Adviser"), pursuant in each case to a written agreement with such
Sub-Adviser that meets the requirements of Section 15 of the Investment Company
Act of 1940 and the rules thereunder (the "1940 Act") applicable to contracts
for service as investment adviser of a registered investment company (including
without limitation the requirements for approval by the trustees of the Fund and
the shareholders of the Series), subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need
not) be affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of the
portfolio of the Series, the Manager shall determine, in the manner described in
1
the prospectus of the Series from time to time in effect, what portion of the
assets belonging to the Series shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Administrative Services to one or
more other parties (each such party,an "Administrator") selected by the Manager.
Any Administrator may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Series, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Series in accordance with the
Series' investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Series by purchasing and selling of securities, including the
placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Trustees of the Fund with
respect to the implementation of the investment policies of the Series.
3. As used in this Agreement, "Administrative Services" means the provision
to the Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from time
to time by the Fund and the Manager, and all necessary office supplies,
facilities and equipment;
(b) necessary executive and other personnel for managing the affairs of
the Series (exclusive of those related to and to be performed under contract
for custodial, transfer, dividend and plan agency services by the entity or
entities selected to perform such services and exclusive of any managerial
functions described in Section 4);
(c) compensation, if any, of trustees of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Administrator or of
any affiliated person (other than a registered investment company) of the
Manager, any Sub-Adviser or any Administrator; and
(d) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser, and oversight of all matters relating to
compliance by the Fund with applicable laws and with the Series' investment
policies, restrictions and guidelines, if the Manager has delegated to one or
2
more Sub-Advisers any or all of its responsibilities hereunder with respect to
the provision of Portfolio Management Services.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (n) of this section 4;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of trustees of the Fund who are not directors, officers
or employees of the Manager, any Sub-Adviser or any Administrator or of any
affiliated person (other than a registered investment company) of the Manager,
any Sub-Adviser or any Administrator;
(d) registration, filing and other fees in connection with requirements
of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
custodial, paying agent, shareholder servicing and plan agent services;
(f) charges and expenses of independent accountants retained by the
Fund;
(g) charges and expenses of any transfer agents and registrars appointed
by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund,
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and trustees of the Fund;
(m) interest, including interest on borrowings by the Fund;
(n) the costs of services, including services of counsel, required in
connection with the preparation of the Fund's registration statements and
prospectuses, including amendments and revisions thereto, annual, semiannual and
3
other periodic reports of the Fund, and notices and proxy solicitation material
furnished to shareholders of the Fund or regulatory authorities; and
(o) the Fund's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
5. All activities undertaken by the Manager or any Sub-Adviser or
Administrator pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Trustees of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Administrator hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Administrator shall be free to render similar services to others,
so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation in an amount equal to (x) the annual rate of 0.90% of the average
daily net assets of the Series (or such lesser amount as the Manager may from
time to time agree to receive) minus (y) any fees payable by the Fund, with
respect to the period in question, to any one or more Sub-Advisers pursuant to
any Sub-Advisory Agreements in effect with respect to such period. Such
compensation shall be payable monthly in arrears or at such other intervals, not
less frequently than quarterly, as the Board of Trustees of the Fund may from
time to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Fund as a whole
(including investment advisory fees but excluding interest, taxes, portfolio
brokerage commissions, distribution-related expenses and extraordinary expenses)
for any fiscal year exceeds the lowest applicable percentage of average net
assets or income limitations prescribed by any state in which shares of the
Series are qualified for sale, the Manager shall pay such excess. Solely for
purposes of applying such limitations in accordance with the foregoing sentence,
the Series and the Fund shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail to
specify how the average net assets of the Fund or belonging to the Series are to
be calculated, that figure shall be calculated by reference to the average daily
net assets of the Fund or the Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
4
provided in the Agreement and Declaration of Trust of the Fund, the partnership
agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in effect
for two years from the date of execution, and from year to year thereafter so
long as such continuance is specifically approved at least annually (i) by the
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Series, and (ii) by vote of a majority of the trustees of the
Fund who are not interested persons of the Fund or the Manager, cast in person
at a meeting called for the purpose of voting on, such approval;
(b) this Agreement may at any time be terminated on sixty days' written
notice to the Manager either by vote of the Board of Trustees of the Fund or by
vote of a majority of the outstanding voting securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund;
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the trustees of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Series shall have the meaning
defined in the Fund's Agreement and Declaration of Trust as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
5
14. In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the other party
in connection with this Agreement, the party receiving such information will not
disclose or use that information other than as necessary to carry out the
purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CDC NVEST FUNDS TRUST I
on behalf of its CDC Nvest Large Cap Growth Fund series
By: ________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT ADVISERS, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By: ________________________________
Name: John T. Hailer
Title: President
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Large Cap Growth Fund series (the "Series") 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 the Series.
7
EX-99.D
7
exhd2xiv.txt
EXHIBIT (D)(2)(XIV) JURIKA & VOYLES
Exhibit (d)(2)(xiv)
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
FORM OF
ADVISORY AGREEMENT
AGREEMENT made the ___ day of __________, 20__, by and between CDC NVEST
FUNDS TRUST I, a Massachusetts business trust (the "Fund"), with respect to its
CDC Nvest Jurika & Voyles Relative Value Fund series (the "Series"), and CDC
IXIS ASSET MANAGEMENT ADVISERS, L.P., a Delaware limited partnership (the
"Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter into an agreement setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) will perform certain services for the Series;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and
Administrative Services (as defined in Section 3 hereof), subject to the
authority of the Manager to delegate any or all of its responsibilities
hereunder to other parties as provided in Sections 1(b) and (c) hereof. The
Manager hereby accepts such employment and agrees, at its own expense, to
furnish such services (either directly or pursuant to delegation to other
parties as permitted by Sections 1(b) and (c) hereof) and to assume the
obligations herein set forth, for the compensation herein provided; provided,
however, that the Manager shall have no obligation to pay the fees of any
Sub-Adviser (as defined in Section 1(b) hereof), to the extent that the Fund has
agreed, under any contract to which the Fund and the Sub-Adviser are parties (a
"Sub-Advisory Agreement") to pay such fees. The Manager shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
(b)The Manager may delegate any or all of its responsibilities hereunder
with respect to the provision of Portfolio Management Services (and assumption
of related expenses) to one or more other parties (each such party, a
"Sub-Adviser"), pursuant in each case to a written agreement with such
Sub-Adviser that meets the requirements of Section 15 of the Investment Company
Act of 1940 and the rules thereunder (the "1940 Act") applicable to contracts
for service as investment adviser of a registered investment company (including
without limitation the requirements for approval by the trustees of the Fund and
the shareholders of the Series), subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need
not) be affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of the
portfolio of the Series, the Manager shall determine, in the manner described in
1
the prospectus of the Series from time to time in effect, what portion of the
assets belonging to the Series shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Administrative Services to one or
more other parties (each such party,an "Administrator") selected by the Manager.
Any Administrator may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Series, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Series in accordance with the
Series' investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Series by purchasing and selling of securities, including the
placing of orders for such purchase and sale; and
(c)regularly reporting to the Board of Trustees of the Fund with respect
to the implementation of the investment policies of the Series.
3. As used in this Agreement, "Administrative Services" means the provision
to the Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from time
to time by the Fund and the Manager, and all necessary office supplies,
facilities and equipment;
(b) necessary executive and other personnel for managing the affairs of
the Series (exclusive of those related to and to be performed under contract for
custodial, transfer, dividend and plan agency services by the entity or entities
selected to perform such services and exclusive of any managerial functions
described in Section 4);
(c) compensation, if any, of trustees of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Administrator or of
any affiliated person (other than a registered investment company) of the
Manager, any Sub-Adviser or any Administrator; and
(d) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser,and oversight of all matters relating to compliance
by the Fund with applicable laws and with the Series' investment policies,
restrictions and guidelines, if the Manager has delegated to one or more Sub-
2
Advisers any or all of its responsibilities hereunder with respect to the
provision of Portfolio Management Services.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (n) of this section 4;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of trustees of the Fund who are not directors, officers
or employees of the Manager, any Sub-Adviser or any Administrator or of any
affiliated person (other than a registered investment company) of the Manager,
any Sub-Adviser or any Administrator;
(d) registration, filing and other fees in connection with requirements
of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
custodial, paying agent, shareholder servicing and plan agent services;
(f)charges and expenses of independent accountants retained by the Fund;
(g) charges and expenses of any transfer agents and registrars appointed
by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund,
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and trustees of the Fund;
(m) interest, including interest on borrowings by the Fund;
(n) the costs of services, including services of counsel, required in
connection with the preparation of the Fund's registration statements and
3
prospectuses, including amendments and revisions thereto, annual, semiannual and
other periodic reports of the Fund, and notices and proxy solicitation material
furnished to shareholders of the Fund or regulatory authorities; and
(o) the Fund's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
5. All activities undertaken by the Manager or any Sub-Adviser or
Administrator pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Trustees of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Administrator hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Administrator shall be free to render similar services to others,
so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation in an amount equal to (x) the annual rate of 0.85% of the first
$500 million of the average daily net assets of the Series and 0.80% of such
assets in excess of $500 million (or such lesser amount as the Manager may from
time to time agree to receive) minus (y) any fees payable by the Fund, with
respect to the period in question, to any one or more Sub-Advisers pursuant to
any Sub-Advisory Agreements in effect with respect to such period. Such
compensation shall be payable monthly in arrears or at such other intervals, not
less frequently than quarterly, as the Board of Trustees of the Fund may from
time to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Fund as a whole
(including investment advisory fees but excluding interest, taxes, portfolio
brokerage commissions, distribution-related expenses and extraordinary expenses)
for any fiscal year exceeds the lowest applicable percentage of average net
assets or income limitations prescribed by any state in which shares of the
Series are qualified for sale, the Manager shall pay such excess. Solely for
purposes of applying such limitations in accordance with the foregoing sentence,
the Series and the Fund shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail to
specify how the average net assets of the Fund or belonging to the Series are to
be calculated, that figure shall be calculated by reference to the average daily
net assets of the Fund or the Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
4
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided in the Agreement and Declaration of Trust of the Fund, the partnership
agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in
effect for two years from the date of execution, and from year to year
thereafter so long as such continuance is specifically approved at least
annually (i) by the Board of Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Series, and (ii) by vote of a majority
of the trustees of the Fund who are not interested persons of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on, such
approval;
(b) this Agreement may at any time be terminated on sixty days' written
notice to the Manager either by vote of the Board of Trustees of the Fund or by
vote of a majority of the outstanding voting securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund;
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the trustees of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Series shall have the meaning
defined in the Fund's Agreement and Declaration of Trust as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
5
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder. 14. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is disclosed to the
other party in connection with this Agreement, the party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CDC NVEST FUNDS TRUST I
on behalf of its CDC Nvest Jurika & Voyles Relative Value Fund series
By: ________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT ADVISERS, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By: ________________________________
Name: John T. Hailer
Title: President
6
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Jurika & Voyles Relative Value Fund series (the
"Series") 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 the Series.
7
EX-99.D
8
exhd2xv.txt
EXHIBIT (D)(2)(XV) STAR GROWTH
Exhibit (d)(2)(xv)
CDC NVEST STAR GROWTH FUND
FORM OF
ADVISORY AGREEMENT
AGREEMENT made the ___ day of __________, 20__, by and between CDC NVEST
FUNDS TRUST I, a Massachusetts business trust (the "Fund"), with respect to its
CDC Nvest Star Growth Fund series (the "Series"), and CDC IXIS ASSET MANAGEMENT
ADVISERS, L.P., a Delaware limited partnership (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter into an agreement setting
forth the terms upon which the Manager (or certain other parties acting pursuant
to delegation from the Manager) will perform certain services for the Series;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. (a) The Fund hereby employs the Manager to furnish the Fund with
Portfolio Management Services (as defined in Section 2 hereof) and
Administrative Services (as defined in Section 3 hereof), subject to the
authority of the Manager to delegate any or all of its responsibilities
hereunder to other parties as provided in Sections 1(b) and (c) hereof. The
Manager hereby accepts such employment and agrees, at its own expense, to
furnish such services (either directly or pursuant to delegation to other
parties as permitted by Sections 1(b) and (c) hereof) and to assume the
obligations herein set forth, for the compensation herein provided; provided,
however, that the Manager shall have no obligation to pay the fees of any
Sub-Adviser (as defined in Section 1(b) hereof), to the extent that the Fund has
agreed, under any contract to which the Fund and the Sub-Adviser are parties (a
"Sub-Advisory Agreement") to pay such fees. The Manager shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
(b)The Manager may delegate any or all of its responsibilities hereunder
with respect to the provision of Portfolio Management Services (and assumption
of related expenses) to one or more other parties (each such party, a
"Sub-Adviser"), pursuant in each case to a written agreement with such
Sub-Adviser that meets the requirements of Section 15 of the Investment Company
Act of 1940 and the rules thereunder (the "1940 Act") applicable to contracts
for service as investment adviser of a registered investment company (including
without limitation the requirements for approval by the trustees of the Fund and
the shareholders of the Series), subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need
not) be affiliated with the Manager. If different Sub-Advisers are engaged to
provide Portfolio Management Services with respect to different segments of the
portfolio of the Series, the Manager shall determine, in the manner described in
1
the prospectus of the Series from time to time in effect, what portion of the
assets belonging to the Series shall be managed by each Sub-Adviser.
(c) The Manager may delegate any or all of its responsibilities
hereunder with respect to the provision of Administrative Services to one or
more other parties (each such party,an "Administrator") selected by the Manager.
Any Administrator may (but need not) be affiliated with the Manager.
2. As used in this Agreement, "Portfolio Management Services" means
management of the investment and reinvestment of the assets belonging to the
Series, consisting specifically of the following:
(a) obtaining and evaluating such economic, statistical and financial
data and information and undertaking such additional investment research as
shall be necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Series in accordance with the
Series' investment objectives and policies;
(b) taking such steps as are necessary to implement the investment
policies of the Series by purchasing and selling of securities, including the
placing of orders for such purchase and sale; and
(c) regularly reporting to the Board of Trustees of the Fund with
respect to the implementation of the investment policies of the Series.
3. As used in this Agreement, "Administrative Services" means the provision
to the Fund, by or at the expense of the Manager, of the following:
(a) office space in such place or places as may be agreed upon from time
to time by the Fund and the Manager, and all necessary office supplies,
facilities and equipment;
(b) necessary executive and other personnel for managing the affairs of
the Series (exclusive of those related to and to be performed under contract
for custodial, transfer, dividend and plan agency services by the entity or
entities selected to perform such services and exclusive of any managerial
functions described in Section 4);
(c) compensation, if any, of trustees of the Fund who are directors,
officers or employees of the Manager, any Sub-Adviser or any Administrator or of
any affiliated person (other than a registered investment company) of the
Manager, any Sub-Adviser or any Administrator; and
(d) supervision and oversight of the Portfolio Management Services
provided by each Sub-Adviser, and oversight of all matters relating to
compliance by the Fund with applicable laws and with the Series' investment
policies, restrictions and guidelines, if the Manager has delegated to one or
2
more Sub-Advisers any or all of its responsibilities hereunder with respect to
the provision of Portfolio Management Services.
4. Nothing in section 3 hereof shall require the Manager to bear, or to
reimburse the Fund for:
(a) any of the costs of printing and mailing the items referred to in
sub-section (n) of this section 4;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of trustees of the Fund who are not directors, officers
or employees of the Manager, any Sub-Adviser or any Administrator or of any
affiliated person (other than a registered investment company) of the Manager,
any Sub-Adviser or any Administrator;
(d) registration, filing and other fees in connection with requirements
of regulatory authorities;
(e) the charges and expenses of any entity appointed by the Fund for
custodial, paying agent, shareholder servicing and plan agent services;
(f)charges and expenses of independent accountants retained by the Fund;
(g) charges and expenses of any transfer agents and registrars appointed
by the Fund;
(h) brokers' commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a party;
(i) taxes and fees payable by the Fund to federal, state or other
governmental agencies;
(j) any cost of certificates representing shares of the Fund;
(k) legal fees and expenses in connection with the affairs of the Fund,
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and trustees of the Fund;
(m) interest, including interest on borrowings by the Fund;
(n) the costs of services, including services of counsel, required in
connection with the preparation of the Fund's registration statements and
3
prospectuses, including amendments and revisions thereto, annual, semiannual and
other periodic reports of the Fund, and notices and proxy solicitation material
furnished to shareholders of the Fund or regulatory authorities; and
(o) the Fund's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
5. All activities undertaken by the Manager or any Sub-Adviser or
Administrator pursuant to this Agreement shall at all times be subject to the
supervision and control of the Board of Trustees of the Fund, any duly
constituted committee thereof or any officer of the Fund acting pursuant to like
authority.
6. The services to be provided by the Manager and any Sub-Adviser or
Administrator hereunder are not to be deemed exclusive and the Manager and any
Sub-Adviser or Administrator shall be free to render similar services to others,
so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Manager hereunder, the Fund shall pay the Manager
compensation in an amount equal to (x) the annual rate of 1.00% of the average
daily net assets of the Series (or such lesser amount as the Manager may from
time to time agree to receive) minus (y) any fees payable by the Fund, with
respect to the period in question, to any one or more Sub-Advisers pursuant to
any Sub-Advisory Agreements in effect with respect to such period. Such
compensation shall be payable monthly in arrears or at such other intervals, not
less frequently than quarterly, as the Board of Trustees of the Fund may from
time to time determine and specify in writing to the Manager. The Manager hereby
acknowledges that the Fund's obligation to pay such compensation is binding only
on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Fund as a whole
(including investment advisory fees but excluding interest, taxes, portfolio
brokerage commissions, distribution-related expenses and extraordinary expenses)
for any fiscal year exceeds the lowest applicable percentage of average net
assets or income limitations prescribed by any state in which shares of the
Series are qualified for sale, the Manager shall pay such excess. Solely for
purposes of applying such limitations in accordance with the foregoing sentence,
the Series and the Fund shall each be deemed to be a separate fund subject to
such limitations. Should the applicable state limitation provisions fail to
specify how the average net assets of the Fund or belonging to the Series are to
be calculated, that figure shall be calculated by reference to the average daily
net assets of the Fund or the Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Fund may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Manager, any affiliated
person of the Manager, any organization in which the Manager may have an
interest or any organization which may have an interest in the Manager; that the
Manager, any such affiliated person or any such organization may have an
interest in the Fund; and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
4
provided in the Agreement and Declaration of Trust of the Fund, the partnership
agreement of the Manager or specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in effect
for two years from the date of execution, and from year to year thereafter so
long as such continuance is specifically approved at least annually (i) by the
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Series, and (ii) by vote of a majority of the trustees of the
Fund who are not interested persons of the Fund or the Manager, cast in person
at a meeting called for the purpose of voting on, such approval;
(b) this Agreement may at any time be terminated on sixty days' written
notice to the Manager either by vote of the Board of Trustees of the Fund or by
vote of a majority of the outstanding voting securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Manager on ninety days'
written notice to the Fund;
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the trustees of the Fund who are not
interested persons of the Fund or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
12. For the purpose of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act. References in this Agreement to any
assets, property or liabilities "belonging to" the Series shall have the meaning
defined in the Fund's Agreement and Declaration of Trust as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Fund, to any
shareholder of the Fund or to any other person, firm or organization, for any
act or omission in the course of, or connected with, rendering services
hereunder.
5
14. In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the other party
in connection with this Agreement, the party receiving such information will not
disclose or use that information other than as necessary to carry out the
purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CDC NVEST FUNDS TRUST I
on behalf of its CDC Nvest Star Growth Fund series
By: ________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT ADVISERS, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By: ________________________________
Name: John T. Hailer
Title: President
6
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Star Growth Fund series (the "Series") 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 the Series.
7
EX-99.D
9
exhd3xi.txt
EXHIBIT (D)(3)(XI)
Exhibit (d)3)(xi)
CDC NVEST STAR ADVISERS FUND
SUB-ADVISORY AGREEMENT
(FUND ASSET MANAGEMENT, L.P. DOING BUSINESS AS MERCURY ADVISORS)
Sub-Advisory Agreement (this "Agreement") entered into as of the 1st day of
September, 2001 by and among CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Star Advisers Fund series
(the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware limited
partnership (the "Manager"), and Fund Asset Management, L.P., a Delaware limited
partnership doing business as Mercury Advisors (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated October
30, 2000 (the "Advisory Agreement") with the Trust, relating to the provision of
portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate any
or all of its portfolio management responsibilities under the Advisory Agreement
to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
----------------------
a. The Sub-Adviser shall, subject to the supervision of the Manager and of
any administrator appointed by the Manager (the "Administrator"), manage the
investment and reinvestment of such portion of the assets of the Series as the
Manager may from time to time allocate to the Sub-Adviser for management (such
portion, the "Segment"), and the Sub-Adviser shall have the authority on behalf
of the Series to vote all proxies and exercise all other rights of the Series as
a security holder of companies in which the Segment from time to time invests.
The Sub-Adviser shall manage the Segment in conformity with (1) the investment
objective, policies and restrictions of the Series set forth in the Trust's
prospectus and statement of additional information relating to the Series, (2)
any additional policies or guidelines established by the Manager or by the
Trust's trustees that have been furnished in writing to the Sub-Adviser and (3)
the provisions of the Internal Revenue Code (the "Code") applicable to
"regulated investment companies" (as defined in Section 851 of the Code), all as
from time to time in effect (collectively, the "Policies"), and with all
applicable provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940, as amended (the "1940 Act")
and the rules and regulations thereunder. For purposes of compliance with the
Policies, the Sub-Adviser shall be entitled to treat the Segment as though the
Segment constituted the entire Series, and the Sub-Adviser shall not be
responsible in any way for the compliance of any assets of the Series, other
than with respect to the Segment, with the Policies, or for the compliance of
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the Series, taken as a whole, with the Policies. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior consultation with
the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Series, without
regard to the length of time the securities have been held and the resulting
rate of portfolio turnover or any tax considerations; and the majority or the
whole of the Segment may be invested in such proportions of stocks, bonds, other
securities or investment instruments, or cash, as the Sub-Adviser shall
determine. Notwithstanding the foregoing provisions of this Section 1.a;
however, the Sub-Adviser shall, upon written instructions from the Manager,
effect such portfolio transactions for the Segment as the Manager shall
determine are necessary in order for the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the Administrator monthly,
quarterly and annual reports concerning portfolio transactions and performance
of the Segment in such form as may be mutually agreed upon, and agrees to review
the Segment and discuss the management of it. The Sub-Adviser shall permit all
books and records with respect to the Segment to be inspected and audited by the
Manager and the Administrator at all reasonable times during normal business
hours, upon reasonable notice. The Sub-Adviser shall also provide the Manager
with such other information and reports as may reasonably be requested by the
Manager from time to time, including without limitation all material requested
by or required to be delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the Sub-Adviser's
Form ADV as filed with the Securities and Exchange Commission and a list of the
persons whom the Sub-Adviser wishes to have authorized to give written and/or
oral instructions to custodians of assets of the Series.
2. Obligations of the Manager.
--------------------------
a. The Manager shall provide (or cause the Series' Custodian (as defined in
Section 3 hereof) to provide) timely information to the Sub-Adviser regarding
such matters as the composition of assets of the Segment, cash requirements and
cash available for investment in the Segment, and all other information as may
be reasonably necessary for the Sub-Adviser to perform its responsibilities
hereunder.
b. The Manager has furnished the Sub-Adviser a copy of its Form ADV, as
well as a copy of the prospectus and statement of additional information of the
Series, and agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become effective. The
Manager agrees to furnish the Sub-Adviser with minutes of meetings of the
trustees of the Trust applicable to the Series to the extent they may affect the
duties of the Sub-Adviser, and with copies of any financial statements or
reports made by the Series to its shareholders, and any further materials or
information which the Sub-Adviser may reasonably request to enable it to perform
its functions under this Agreement. Until the Manager delivers any revisions or
supplements to the documents described above to the Sub-Adviser, the Sub-Adviser
shall be
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fully protected in relying on the versions of such documents previously
furnished by the Manager to the Sub-Adviser.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of the
Series' agreement with the custodian designated to hold the assets of the Series
(the "Custodian") and any modifications thereto (the "Custody Agreement"),
copies of such modifications to be provided to the Sub-Adviser a reasonable time
in advance of the effectiveness of such modifications. The assets of the Segment
shall be maintained in the custody of the Custodian identified in, and in
accordance with the terms and conditions of, the Custody Agreement (or any
sub-custodian properly appointed as provided in the Custody Agreement). The
Sub-Adviser shall have no liability for the acts or omissions of the Custodian,
unless such act or omission is taken in reliance upon instruction given to the
Custodian by a representative of the Sub-Adviser properly authorized to give
such instruction under the Custody Agreement. Any assets added to the Series
shall be delivered directly to the Custodian.
4. Proprietary Rights. The parties agree and acknowledge that the
Sub-Adviser and/or its affiliates is the sole owner of the names and marks
"Merrill Lynch", "Fund Asset Management" and "Mercury Advisors" and that all use
of any designation consisting in whole or in part of such names and/or marks
(each, a "Mercury Advisors Mark") under this Agreement shall inure to the
benefit of the Sub-Adviser. The Manager on its own behalf and on behalf of the
Series agrees not to use any Mercury Advisors Mark in any advertisement or sales
literature or other materials promoting the Series, except with prior written
consent of the Sub-Adviser. Without the prior written consent of the
Sub-Adviser, neither the Manager nor the Trust shall make representations
regarding the Sub-Adviser and/or its affiliates in any disclosure document,
advertisement or sales literature or other materials relating to the Series.
Upon termination of this Agreement for any reason, the Manager and the Trust
shall cease all use of any Mercury Advisors Mark as soon as reasonably
practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be paid
by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for any
organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. Absent instructions from the Manager to the
contrary, the Sub-Adviser shall place all orders for the purchase and sale of
securities for the Segment with brokers or dealers selected by the Sub-Adviser,
which may include brokers or dealers affiliated with the Sub-Adviser, provided
such orders comply with Rule 17e-1 under the 1940 Act in all respects. To the
extent consistent with applicable law, purchase or
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sell orders for the Segment may be aggregated with contemporaneous purchase or
sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its
best efforts to obtain execution of transactions for the Segment at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, including Section 28(e) of the
Securities Exchange Act of 1934 (as amended), the Sub-Adviser may pay a broker
or dealer an amount of commission for effecting a securities transaction in
excess of the amount of commission or dealer spread another broker or dealer
would have charged for effecting that transaction if the Sub-Adviser determines
in good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research products and/or services provided by such
broker or dealer. This determination, with respect to brokerage and research
services or products, may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and its
affiliates have with respect to the Series or to accounts over which they
exercise investment discretion. Not all such services or products need be used
by the Sub-Adviser in managing the Segment.
To the extent permitted by applicable law, and in all instances subject to
the foregoing policy of best execution, the Sub-Adviser may allocate brokerage
transactions in a manner that takes into account the sale of shares of one or
more funds distributed by CDC IXIS Asset Management Distributors, L.P. ("CDC
IXIS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
The Manager agrees that, subject to its fiduciary duties to the Series
arising from its position as Manager of the Series, the Manager shall not
dictate brokerage allocation or selection decisions or investment decisions to
or for the Series, either directly or pursuant to directions given to the
Sub-Adviser by the Manager; provided, however, that nothing in this paragraph
shall prohibit officers of the Trust (who may also be officers or employees of
the Manager) from exercising authority conferred upon them as officers of the
Trust by the Board of Trustees of the Trust in connection with policies
established by the Board of Trustees of the Trust.
7. Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser hereunder,
the Sub-Adviser shall be paid at the annual rate of 0.55% of the first $300
million of the Segment's average daily net assets and 0.50% of such assets in
excess of $300 million. Such compensation shall be paid by the Trust (except to
the extent that the Trust, the Sub-Adviser and the Manager otherwise agree in
writing from time to time). Such compensation shall be payable monthly in
arrears or at such other intervals, not less frequently than quarterly, as the
Manager is paid by the Series pursuant to the Advisory Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services of
the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and its
affiliates are free to act as investment manager and provide other services to
4
various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or other
federal securities laws, neither the Sub-Adviser, its affiliates, nor any of
their officers, directors, partners, employees or agents (the "Indemnified
Parties") shall be subject to any liability to the Manager, the Trust, the
Series or any past, present or future shareholder of the Series for any error of
judgment, any mistake of law or any loss arising out of any investment or other
act or omission in the course of, connected with, or arising out of any service
to be rendered under this Agreement, except by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Sub-Adviser's duties or
by reason of reckless disregard by the Sub-Adviser of its obligations and duties
hereunder. The Manager shall hold harmless and indemnify the Indemnified Parties
for any loss, liability, cost, damage or expense (including reasonable attorneys
fees and costs) arising from any claim or demand that is not based upon the
obligations of the Sub-Adviser with respect to the Segment under this Agreement.
Without limiting the foregoing, it is expressly understood and agreed that
the Manager and the Series shall hold harmless and indemnify the Indemnified
Parties for any loss, liability, cost, damage or expense (including reasonable
attorneys fees and cost) arising from any claim or demand that is based upon the
obligations of the Sub-Adviser with respect to the Segment under this Agreement,
except for losses arising out of the Sub-Adviser's willful misfeasance, bad
faith or gross negligence in the performance of its duties or out of the
Sub-Adviser's reckless disregard of its obligations and duties hereunder.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment result will be achieved by the Series or the Segment or that the
Series or the Segment will perform comparably with any standard or index,
including other clients of the Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become effective
as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue in effect for
two years from the date of execution, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i) by the Board
5
of Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Series, and (ii) by vote of a majority of the trustees of the
Trust who are not interested persons of the Trust, the Manager or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval;
b. this Agreement may at any time be terminated on sixty days' written
notice to the Sub-Adviser either by vote of the Board of Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Series;
c. this Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Advisory Agreement; and
d. this Agreement may be terminated by the Sub-Adviser on ninety days'
written notice to the Manager and the Trust, or by the Manager on ninety days'
written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual consent
of the Manager and the Sub-Adviser, provided that, if required by law, such
amendment shall also have been approved by vote of a majority of the outstanding
voting securities of the Series and by vote of a majority of the trustees of the
Trust who are not interested persons of the Trust, the Manager or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any employee, officer
or agent of the Sub-Adviser, and the Manager shall not be entitled to the
advice, recommendation or judgment of any specific person; provided, however,
that the persons identified in the prospectus of the Series shall perform the
day-to-day portfolio management duties described therein until the Sub-Adviser
notifies the Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of a
specific date.
b. If any term or provision of this Agreement or the application thereof to
any person or circumstances is held to be invalid or unenforceable to any
extent, the remainder of this Agreement or the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the other party
6
in connection with this Agreement, the party receiving such information will not
disclose or use that information other than as necessary to carry out the
purposes of this Agreement.
d. This Agreement shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Massachusetts.
CDC IXIS ASSET MANAGEMENT ADVISERS, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By: /s/ John T. Hailer
--------------------
Name: John T. Hailer
Title: President
FUND ASSET MANAGEMENT, L.P., doing business as MERCURY ADVISORS
By Princeton Services, Inc.,
its general partner
By:/s/ Terry K. Glenn
------------------
Name: Terry K. Glenn
Title: Executive Vice President
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Advisers Fund series
By: /s/ John T. Hailer
------------------
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Star Advisers Fund series (the "Series") 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 the Series.
8
EX-99.D
10
exhd3xix.txt
EXHIBIT (D)(3)(XIX)
Exhibit (d)(3)(xix)
CDC NVEST GOVERNMENT SECURITIES FUND
FORM OF
SUB-ADVISORY AGREEMENT
(LOOMIS, SAYLES & COMPANY, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of 1st day of
October, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Government Securities Fund
series (the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware
limited partnership (the "Manager"), and Loomis, Sayles & Company, L.P., a
Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
October 1, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's Trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade
1
in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover
or any tax considerations; and the majority or the whole of the Series
may be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the Trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
2
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Loomis, Sayles & Company, L.P." and
that all use of any designation consisting in whole or part of "Loomis, Sayles &
Company, L.P." under this Agreement shall inure to the benefit of the
Sub-Adviser. The Manager on its own behalf and on behalf of the Series agrees
not to use any such designation in any advertisement or sales literature or
other materials promoting the Series, except with the prior written consent of
the Sub-Adviser. Without the prior written consent of the Sub-Adviser, the
Manager shall not, and the Manager shall use its best efforts to cause the
Series not to, make representations regarding the Sub-Adviser in any disclosure
document, advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager shall
cease, and the Manager shall use its best efforts to cause the Series to cease,
all use of any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. The Sub-Adviser shall place all orders
for the purchase and sale of securities for the Series with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940
Act in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Series may be aggregated with contemporaneous purchase or
sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its
best efforts to obtain execution of transactions for the Series at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
3
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXIS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.2750% of the
first $200 million of the average daily net assets of the Series, 0.2625% of the
next $300 million of the average daily net assets of the Series and 0.2500% of
such assets in excess of $500 million (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
4
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
5
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
6
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:
----------------------------------------
Name: John T. Hailer
Title: President
Loomis, Sayles & Company, L.P.
By Loomis, Sayles & Company, Inc., its general partner
By:
----------------------------------------
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Government Securities Fund series
By:
----------------------------------------
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Government Securities Fund series (the "Series")
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 the Series.
8
EX-99.D
11
exhd3xxi.txt
EXHIBIT (D)(3)(XXI)
Exhibit (d)(3)(xxi)
CDC NVEST BOND INCOME FUND
FORM OF
SUB-ADVISORY AGREEMENT
(LOOMIS, SAYLES & COMPANY, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of 1st day of
October, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Bond Income Fund series (the
"Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware limited
partnership (the "Manager"), and Loomis, Sayles & Company, L.P., a Delaware
limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
October 30, 2000 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's Trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade
1
in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover
or any tax considerations; and the majority or the whole of the Series
may be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the Trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
2
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Loomis, Sayles & Company, L.P." and
that all use of any designation consisting in whole or part of "Loomis, Sayles &
Company, L.P." under this Agreement shall inure to the benefit of the
Sub-Adviser. The Manager on its own behalf and on behalf of the Series agrees
not to use any such designation in any advertisement or sales literature or
other materials promoting the Series, except with the prior written consent of
the Sub-Adviser. Without the prior written consent of the Sub-Adviser, the
Manager shall not, and the Manager shall use its best efforts to cause the
Series not to, make representations regarding the Sub-Adviser in any disclosure
document, advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager shall
cease, and the Manager shall use its best efforts to cause the Series to cease,
all use of any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. The Sub-Adviser shall place all orders
for the purchase and sale of securities for the Series with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940
Act in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Series may be aggregated with contemporaneous purchase or
sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its
best efforts to obtain execution of transactions for the Series at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
3
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXIS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.25% of the
first $100 million of the average daily net assets of the Series and 0.1875% of
such assets in excess of $100 million (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
4
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
5
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
6
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:
----------------------------------------
Name: John T. Hailer
Title: President
Loomis, Sayles & Company, L.P.
By Loomis, Sayles & Company, Inc., its general partner
By:
----------------------------------------
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Bond Income Fund series
By:
----------------------------------------
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Bond Income Fund series (the "Series") 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 the Series.
8
EX-99.D
12
exhd3xxii.txt
EXHIBIT (D)(3)(XXII)
Exhibit (d)(3)(xxii)
CDC NVEST MUNICIPAL INCOME FUND
FORM OF
SUB-ADVISORY AGREEMENT
(LOOMIS, SAYLES & COMPANY, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of 1st day of
October, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Municipal Income Fund series
(the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware limited
partnership (the "Manager"), and Loomis, Sayles & Company, L.P., a Delaware
limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
October 30, 2000 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade
1
in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover
or any tax considerations; and the majority or the whole of the Series
may be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
2
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Loomis, Sayles & Company, L.P." and
that all use of any designation consisting in whole or part of "Loomis, Sayles &
Company, L.P." under this Agreement shall inure to the benefit of the
Sub-Adviser. The Manager on its own behalf and on behalf of the Series agrees
not to use any such designation in any advertisement or sales literature or
other materials promoting the Series, except with the prior written consent of
the Sub-Adviser. Without the prior written consent of the Sub-Adviser, the
Manager shall not, and the Manager shall use its best efforts to cause the
Series not to, make representations regarding the Sub-Adviser in any disclosure
document, advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager shall
cease, and the Manager shall use its best efforts to cause the Series to cease,
all use of any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. The Sub-Adviser shall place all orders
for the purchase and sale of securities for the Series with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940
Act in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Series may be aggregated with contemporaneous purchase or
sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its
best efforts to obtain execution of transactions for the Series at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
3
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXIS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.25% of the
first $100 million of the average daily net assets of the Series and 0.1875% of
such assets in excess of $100 million (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
4
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
5
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
6
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:
----------------------------------------
Name: John T. Hailer
Title: President
Loomis, Sayles & Company, L.P.
By Loomis, Sayles & Company, Inc., its general partner
By:
----------------------------------------
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Municipal Income Fund series
By:
----------------------------------------
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Municipal Income Fund series (the "Series") 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 the Series.
8
EX-99.D
13
exhd3xxvii.txt
EXHIBIT (D)(3)(XXVII)
Exhibit (d)(3)(xxvii)
CDC NVEST LARGE CAP GROWTH FUND
FORM OF
SUB-ADVISORY AGREEMENT
(VAUGHAN, NELSON, SCARBOROUGH & MCCULLOUGH, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of ___ day of
______________, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts
business trust (the "Trust"), with respect to its CDC Nvest Large Cap Growth
Fund series (the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware
limited partnership (the "Manager"), and Vaughan, Nelson, Scarborough &
McCullough, L.P., a Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
_________, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
---------------------
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade
1
in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover
or any tax considerations; and the majority or the whole of the Series
may be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
--------------------------
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
2
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Vaughan, Nelson, Scarborough &
McCullough, L.P." and that all use of any designation consisting in whole or
part of "Vaughan, Nelson, Scarborough & McCullough, L.P." under this Agreement
shall inure to the benefit of the Sub-Adviser. The Manager on its own behalf and
on behalf of the Series agrees not to use any such designation in any
advertisement or sales literature or other materials promoting the Series,
except with the prior written consent of the Sub-Adviser. Without the prior
written consent of the Sub-Adviser, the Manager shall not, and the Manager shall
use its best efforts to cause the Series not to, make representations regarding
the Sub-Adviser in any disclosure document, advertisement or sales literature or
other materials relating to the Series. Upon termination of this Agreement for
any reason, the Manager shall cease, and the Manager shall use its best efforts
to cause the Series to cease, all use of any such designation as soon as
reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. The Sub-Adviser shall place all orders
for the purchase and sale of securities for the Series with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940
Act in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Series may be aggregated with contemporaneous purchase or
sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its
best efforts to obtain execution of transactions for the Series at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
3
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXIS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.50% of the
average daily net assets of the Series (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
4
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;
and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
5
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
-------
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
6
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name: John T. Hailer
Title: President
Vaughan, Nelson, Scarborough & McCullough, L.P.
By Vaughan, Nelson, Scarborough & McCullough, Inc.,
its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Large Cap Growth Fund series
By:______________________________
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Large Cap Growth Fund series (the "Series") 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 the Series.
8
EX-99.D
14
exhd3xxviii.txt
EXHIBIT (D)(3)(XXVIII)
Exhbit (d)(3)(xxviii)
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
FORM OF
SUB-ADVISORY AGREEMENT
(JURIKA & VOYLES, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of ___ day of
______________, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts
business trust (the "Trust"), with respect to its CDC Nvest Jurika & Voyles
Relative Value Fund series (the "Series"), CDC IXIS Asset Management Advisers,
L.P., a Delaware limited partnership (the "Manager"), and Jurika & Voyles, L.P.,
a Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
_________, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade
in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the
1
securities have been held and the resulting rate of portfolio turnover
or any tax considerations; and the majority or the whole of the Series
may be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
2
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Jurika & Voyles, L.P." and that all
use of any designation consisting in whole or part of "Jurika & Voyles, L.P."
under this Agreement shall inure to the benefit of the Sub-Adviser. The Manager
on its own behalf and on behalf of the Series agrees not to use any such
designation in any advertisement or sales literature or other materials
promoting the Series, except with the prior written consent of the Sub-Adviser.
Without the prior written consent of the Sub-Adviser, the Manager shall not, and
the Manager shall use its best efforts to cause the Series not to, make
representations regarding the Sub-Adviser in any disclosure document,
advertisement or sales literature or other materials relating to the Series.
Upon termination of this Agreement for any reason, the Manager shall cease, and
the Manager shall use its best efforts to cause the Series to cease, all use of
any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. The Sub-Adviser shall place all orders
for the purchase and sale of securities for the Series with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940
Act in all respects. To the extent consistent with applicable law, purchase or
sell orders for the Series may be aggregated with contemporaneous purchase or
sell orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its
best efforts to obtain execution of transactions for the Series at prices which
are advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
3
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.45% of the
first $500 million of the average daily net assets of the Series and 0.425% of
such assets in excess of $500 million (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
4
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;
and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
5
by the Securities and Exchange Commission under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name: John T. Hailer
Title: President
6
Jurika & Voyles, L.P.
By Jurika & Voyles, Inc.,
its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Jurika & Voyles Relative Value Fund series
By:______________________________
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Jurika & Voyles Relative Value Fund series (the
"Series") 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 the Series.
8
EX-99.D
15
exhd3xxix.txt
EXHIBIT (D)(3)(XXIX)
Exhibit (d)(3)(xxix)
CDC NVEST STAR GROWTH FUND
FORM OF
SUB-ADVISORY AGREEMENT
(WESTPEAK GLOBAL ADVISORS, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of ___ day of
______________, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts
business trust (the "Trust"), with respect to its CDC Nvest Star Growth Fund
series (the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware
limited partnership (the "Manager"), and Westpeak Global Advisors, L.P., a
Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
_________, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
---------------------
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. For purposes of compliance with
the Policies, the Sub-Adviser shall be entitled to treat the Segment as
though the Segment constituted the entire Series, and the Sub-Adviser
1
shall not be responsible in any way for the compliance of any assets of
the Series, other than the Segment, with the Policies, or for the
compliance of the Series, taken as a whole, with the Policies. Subject
to the foregoing, the Sub-Adviser is authorized, in its discretion and
without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Series, without regard to the
length of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or the
whole of the Series may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as the
Sub-Adviser shall determine. Notwithstanding the foregoing provisions
of this Section 1.a; however, the Sub-Adviser shall, upon written
instructions from the Manager, effect such portfolio transactions for
the Segment as the Manager shall determine are necessary in order for
the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
--------------------------
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
2
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Westpeak Global Advisors, L.P." and
that all use of any designation consisting in whole or part of "Westpeak Global
Advisors, L.P." under this Agreement shall inure to the benefit of the
Sub-Adviser. The Manager on its own behalf and on behalf of the Series agrees
not to use any such designation in any advertisement or sales literature or
other materials promoting the Series, except with the prior written consent of
the Sub-Adviser. Without the prior written consent of the Sub-Adviser, the
Manager shall not, and the Manager shall use its best efforts to cause the
Series not to, make representations regarding the Sub-Adviser in any disclosure
document, advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager shall
cease, and the Manager shall use its best efforts to cause the Series to cease,
all use of any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. Absent instructions from the Trustees
to the contrary, the Sub-Adviser shall place all orders for the purchase and
3
sale of securities for the Series with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in
all respects. To the extent consistent with applicable law, purchase or sell
orders for the Series may be aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best
efforts to obtain execution of transactions for the Series at prices which are
advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
The Manager agrees that, subject to its fiduciary duties to the Series
arising from its position as Manager of the Series, the Manager shall not
dictate brokerage allocation or selection decisions or investment decisions to
or for the Series, either directly or pursuant to directions given to the
Sub-Adviser by the Manager; provided, however, that nothing in this paragraph
shall prohibit officers of the Trust (who may also be officers or employees of
the Manager) from exercising authority conferred upon them as officers of the
Trust by the Board of Trustees of the Trust.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.50% of the
average daily net assets of the Series (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
4
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
Without limiting the foregoing, it is expressly understood and agreed
that the Manager and the Series shall hold harmless and indemnify the
Indemnified Parties for any loss arising out of any act or omission of any other
sub-adviser to the Series, or for any loss arising out of the failure of the
Series to comply with the Policies, except for losses arising out of the
Sub-Adviser's failure to comply with the Policies with respect to the Segment.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
5
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;
and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
-------
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
6
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
7
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name: John T. Hailer
Title: President
Westpeak Global Advisors, L.P.
By Westpeak Investment Advisors, Inc.,
its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Growth Fund series
By:______________________________
Name: John T. Hailer
Title:President
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Star Growth Fund series (the "Series") 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 the Series.
8
EX-99.D
16
exhd3xxx.txt
EXHIBIT (D)(3)(XXX)
Exhibit (d)(3)(xxx)
CDC NVEST STAR GROWTH FUND
FORM OF
SUB-ADVISORY AGREEMENT
(VAUGHAN, NELSON, SCARBOROUGH & MCCULLOUGH, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of ___ day of
______________, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts
business trust (the "Trust"), with respect to its CDC Nvest Star Growth Fund
series (the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware
limited partnership (the "Manager"), and Vaughan, Nelson, Scarborough &
McCullough, L.P., a Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
_________, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
---------------------
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. For purposes of compliance with
the Policies, the Sub-Adviser shall be entitled to treat the Segment as
though the Segment constituted the entire Series, and the Sub-Adviser
1
shall not be responsible in any way for the compliance of any assets of
the Series, other than the Segment, with the Policies, or for the
compliance of the Series, taken as a whole, with the Policies. Subject
to the foregoing, the Sub-Adviser is authorized, in its discretion and
without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Series, without regard to the
length of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or the
whole of the Series may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as the
Sub-Adviser shall determine. Notwithstanding the foregoing provisions
of this Section 1.a; however, the Sub-Adviser shall, upon written
instructions from the Manager, effect such portfolio transactions for
the Segment as the Manager shall determine are necessary in order for
the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
--------------------------
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
2
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Vaughan, Nelson, Scarborough &
McCullough, L.P." and that all use of any designation consisting in whole or
part of "Vaughan, Nelson, Scarborough & McCullough, L.P." under this Agreement
shall inure to the benefit of the Sub-Adviser. The Manager on its own behalf and
on behalf of the Series agrees not to use any such designation in any
advertisement or sales literature or other materials promoting the Series,
except with the prior written consent of the Sub-Adviser. Without the prior
written consent of the Sub-Adviser, the Manager shall not, and the Manager shall
use its best efforts to cause the Series not to, make representations regarding
the Sub-Adviser in any disclosure document, advertisement or sales literature or
other materials relating to the Series. Upon termination of this Agreement for
any reason, the Manager shall cease, and the Manager shall use its best efforts
to cause the Series to cease, all use of any such designation as soon as
reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
3
6. Purchase and Sale of Assets. Absent instructions from the Trustees
to the contrary, the Sub-Adviser shall place all orders for the purchase and
sale of securities for the Series with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in
all respects. To the extent consistent with applicable law, purchase or sell
orders for the Series may be aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best
efforts to obtain execution of transactions for the Series at prices which are
advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
The Manager agrees that, subject to its fiduciary duties to the Series
arising from its position as Manager of the Series, the Manager shall not
dictate brokerage allocation or selection decisions or investment decisions to
or for the Series, either directly or pursuant to directions given to the
Sub-Adviser by the Manager; provided, however, that nothing in this paragraph
shall prohibit officers of the Trust (who may also be officers or employees of
the Manager) from exercising authority conferred upon them as officers of the
Trust by the Board of Trustees of the Trust.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.60% of the
average daily net assets of the Series (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
4
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
Without limiting the foregoing, it is expressly understood and agreed
that the Manager and the Series shall hold harmless and indemnify the
Indemnified Parties for any loss arising out of any act or omission of any other
sub-adviser to the Series, or for any loss arising out of the failure of the
Series to comply with the Policies, except for losses arising out of the
Sub-Adviser's failure to comply with the Policies with respect to the Segment.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
5
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
-------
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
6
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name:John T. Hailer
Title: President
Vaughan, Nelson, Scarborough & McCullough, L.P.
By Vaughan, Nelson, Scarborough & McCullough, Inc.,
its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Growth Fund series
By:______________________________
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Star Growth Fund series (the "Series") 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 the Series.
8
EX-99.D
17
exhd3xxxi.txt
EXIBIT (D)(3)(XXXI)
Exhibit (d)(3)(xxxi)
CDC NVEST STAR GROWTH FUND
FORM OF
SUB-ADVISORY AGREEMENT
(RS INVESTMENT MANAGEMENT, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of ___ day of
______________, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts
business trust (the "Trust"), with respect to its CDC Nvest Star Growth Fund
series (the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware
limited partnership (the "Manager"), and RS Investment Management, L.P., a
Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
_________, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
---------------------
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. For purposes of compliance with
the Policies, the Sub-Adviser shall be entitled to treat the Segment as
1
though the Segment constituted the entire Series, and the Sub-Adviser
shall not be responsible in any way for the compliance of any assets of
the Series, other than the Segment, with the Policies, or for the
compliance of the Series, taken as a whole, with the Policies. Subject
to the foregoing, the Sub-Adviser is authorized, in its discretion and
without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Series, without regard to the
length of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or the
whole of the Series may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as the
Sub-Adviser shall determine. Notwithstanding the foregoing provisions
of this Section 1.a; however, the Sub-Adviser shall, upon written
instructions from the Manager, effect such portfolio transactions for
the Segment as the Manager shall determine are necessary in order for
the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
--------------------------
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
2
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "RS Investment Management, L.P." and
that all use of any designation consisting in whole or part of "RS Investment
Management, L.P." under this Agreement shall inure to the benefit of the
Sub-Adviser. The Manager on its own behalf and on behalf of the Series agrees
not to use any such designation in any advertisement or sales literature or
other materials promoting the Series, except with the prior written consent of
the Sub-Adviser. Without the prior written consent of the Sub-Adviser, the
Manager shall not, and the Manager shall use its best efforts to cause the
Series not to, make representations regarding the Sub-Adviser in any disclosure
document, advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager shall
cease, and the Manager shall use its best efforts to cause the Series to cease,
all use of any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. Absent instructions from the Trustees
to the contrary, the Sub-Adviser shall place all orders for the purchase and
3
sale of securities for the Series with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in
all respects. To the extent consistent with applicable law, purchase or sell
orders for the Series may be aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best
efforts to obtain execution of transactions for the Series at prices which are
advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
The Manager agrees that, subject to its fiduciary duties to the Series
arising from its position as Manager of the Series, the Manager shall not
dictate brokerage allocation or selection decisions or investment decisions to
or for the Series, either directly or pursuant to directions given to the
Sub-Adviser by the Manager; provided, however, that nothing in this paragraph
shall prohibit officers of the Trust (who may also be officers or employees of
the Manager) from exercising authority conferred upon them as officers of the
Trust by the Board of Trustees of the Trust.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.65% of the
first $200 million of the average daily net assets of the Series, 0.55% of the
next $100 million of such assets and 0.50% of such assets in excess of $300
million (or such lesser amount as the Sub-Adviser may from time to time agree to
receive). Such compensation shall be paid by the Trust (except to the extent
that the Trust, the Sub-Adviser and the Manager otherwise agree in writing from
time to time). Such compensation shall be payable monthly in arrears or at such
4
other intervals, not less frequently than quarterly, as the Manager is paid by
the Series pursuant to the Advisory Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
Without limiting the foregoing, it is expressly understood and agreed
that the Manager and the Series shall hold harmless and indemnify the
Indemnified Parties for any loss arising out of any act or omission of any other
sub-adviser to the Series, or for any loss arising out of the failure of the
Series to comply with the Policies, except for losses arising out of the
Sub-Adviser's failure to comply with the Policies with respect to the Segment.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
5
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
-------
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
6
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name: John T. Hailer
Title: President
RS Investment Management, L.P.
By RS Investment Management Co. LLC,
its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Growth Fund series
By:______________________________
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Star Growth Fund series (the "Series") 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 the Series.
8
EX-99.D
18
exhd3xxxii.txt
EXHIBIT (D)(3)(XXXII)
Exhibit (d)(3)(xxxii)
CDC NVEST STAR GROWTH FUND
FORM OF
SUB-ADVISORY AGREEMENT
(MORGAN STANLEY INVESTMENTS LP)
Sub-Advisory Agreement (this "Agreement") entered into as of ___ day of
______________, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts
business trust (the "Trust"), with respect to its CDC Nvest Star Growth Fund
series (the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware
limited partnership (the "Manager"), and Morgan Stanley Investments LP, a
Delaware limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
_________, 2001 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. Sub-Advisory Services.
---------------------
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. For purposes of compliance with
the Policies, the Sub-Adviser shall be entitled to treat the Segment as
though the Segment constituted the entire Series, and the Sub-Adviser
1
shall not be responsible in any way for the compliance of any assets of
the Series, other than the Segment, with the Policies, or for the
compliance of the Series, taken as a whole, with the Policies. Subject
to the foregoing, the Sub-Adviser is authorized, in its discretion and
without prior consultation with the Manager, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Series, without regard to the
length of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or the
whole of the Series may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as the
Sub-Adviser shall determine. Notwithstanding the foregoing provisions
of this Section 1.a; however, the Sub-Adviser shall, upon written
instructions from the Manager, effect such portfolio transactions for
the Segment as the Manager shall determine are necessary in order for
the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. Obligations of the Manager.
--------------------------
a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
2
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets of the
Series (the "Custodian") and any modifications thereto (the "Custody
Agreement"), copies of such modifications to be provided to the Sub-Adviser a
reasonable time in advance of the effectiveness of such modifications. The
assets of the Series shall be maintained in the custody of the Custodian
identified in, and in accordance with the terms and conditions of, the Custody
Agreement (or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon instruction
given to the Custodian by a representative of the Sub-Adviser properly
authorized to give such instruction under the Custody Agreement. Any assets
added to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Morgan Stanley Investments LP" and
that all use of any designation consisting in whole or part of Morgan Stanley
Investments LP" under this Agreement shall inure to the benefit of the
Sub-Adviser. The Manager on its own behalf and on behalf of the Series agrees
not to use any such designation in any advertisement or sales literature or
other materials promoting the Series, except with the prior written consent of
the Sub-Adviser. Without the prior written consent of the Sub-Adviser, the
Manager shall not, and the Manager shall use its best efforts to cause the
Series not to, make representations regarding the Sub-Adviser in any disclosure
document, advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager shall
cease, and the Manager shall use its best efforts to cause the Series to cease,
all use of any such designation as soon as reasonably practicable.
5. Expenses. Except for expenses specifically assumed or agreed to be
paid by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for
any organizational, operational or business expenses of the Manager or the Trust
including, without limitation, (a) interest and taxes, (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense limitation
provision of any law shall be the sole responsibility of the Manager. The
Manager and the Sub-Adviser shall not be considered as partners or participants
in a joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this Agreement. Neither
the Sub-Adviser nor any affiliated person thereof shall be entitled to any
compensation from the Manager or the Trust with respect to service by any
affiliated person of the Sub-Adviser as an officer or trustee of the Trust
(other than the compensation to the Sub-Adviser payable by the Manager pursuant
to Section 7 hereof).
6. Purchase and Sale of Assets. Absent instructions from the Trustees
to the contrary, the Sub-Adviser shall place all orders for the purchase and
3
sale of securities for the Series with brokers or dealers selected by the
Sub-Adviser, which may include brokers or dealers affiliated with the
Sub-Adviser, provided such orders comply with Rule 17e-1 under the 1940 Act in
all respects. To the extent consistent with applicable law, purchase or sell
orders for the Series may be aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. The Sub-Adviser shall use its best
efforts to obtain execution of transactions for the Series at prices which are
advantageous to the Series and at commission rates that are reasonable in
relation to the benefits received. However, the Sub-Adviser may select brokers
or dealers on the basis that they provide brokerage, research or other services
or products to the Series and/or other accounts serviced by the Sub-Adviser. To
the extent consistent with applicable law, the Sub-Adviser may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission or dealer spread another broker or dealer would have
charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research products and/or services provided by such broker or
dealer. This determination, with respect to brokerage and research services or
products, may be viewed in terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise investment
discretion. Not all such services or products need be used by the Sub-Adviser in
managing the Series.
To the extent permitted by applicable law, and in all instances subject
to the foregoing policy of best execution, the Sub-Adviser may allocate
brokerage transactions in a manner that takes into account the sale of shares of
one or more funds distributed by CDC IXIS Asset Management Distributors, L.P.
("CDC IXS Distributors"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of CDC IXIS Distributors)
that have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that fund's
expenses, subject to the policy of best execution.
The Manager agrees that, subject to its fiduciary duties to the Series
arising from its position as Manager of the Series, the Manager shall not
dictate brokerage allocation or selection decisions or investment decisions to
or for the Series, either directly or pursuant to directions given to the
Sub-Adviser by the Manager; provided, however, that nothing in this paragraph
shall prohibit officers of the Trust (who may also be officers or employees of
the Manager) from exercising authority conferred upon them as officers of the
Trust by the Board of Trustees of the Trust.
7. Compensation of the Sub-Adviser. As full compensation for all
services rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid at the annual rate of 0.65% of the
first $150 million of the average daily net assets of the Series and 0.55% of
such assets in excess of $150 million (or such lesser amount as the Sub-Adviser
may from time to time agree to receive). Such compensation shall be paid by the
Trust (except to the extent that the Trust, the Sub-Adviser and the Manager
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
4
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement.
8. Non-Exclusivity. The Manager and the Series agree that the services
of the Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other services
to various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree from time
to time in writing before or after the date hereof. This Agreement shall not in
any way limit or restrict the Sub-Adviser or any of its directors, officers,
employees or agents from buying, selling or trading any securities or other
investment instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the Series
recognize and agree that the Sub-Adviser may provide advice to or take action
with respect to other clients, which advice or action, including the timing and
nature of such action, may differ from or be identical to advice given or action
taken with respect to the Series. The Sub-Adviser shall for all purposes hereof
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the Manager.
9. Liability. Except as may otherwise be provided by the 1940 Act or
other federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, partners, employees or agents (the "Indemnified Parties") shall be
subject to any liability to the Manager, the Trust, the Series or any
shareholder of the Series for any error of judgment, any mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties or by reason of
reckless disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Sub-Adviser for any loss,
liability, cost, damage or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser under this
Agreement.
Without limiting the foregoing, it is expressly understood and agreed
that the Manager and the Series shall hold harmless and indemnify the
Indemnified Parties for any loss arising out of any act or omission of any other
sub-adviser to the Series, or for any loss arising out of the failure of the
Series to comply with the Policies, except for losses arising out of the
Sub-Adviser's failure to comply with the Policies with respect to the Segment.
The Manager acknowledges and agrees that the Sub-Adviser makes no
representation or warranty, expressed or implied, that any level of performance
or investment results will be achieved by the Series or that the Series will
perform comparably with any standard or index, including other clients of the
Sub-Adviser, whether public or private.
5
10. Effective Date and Termination. This Agreement shall become
effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of execution, and from year to
year thereafter so long as such continuance is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Series, and (ii)
by vote of a majority of the trustees of the Trust who are not
interested persons of the Trust, the Manager or the Sub-Adviser, cast
in person at a meeting called for the purpose of voting on such
approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to them Sub-Adviser either by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement;and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by mutual
consent of the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Series and by vote of a majority of the
trustees of the Trust who are not interested persons of the Trust, the Manager
or the Sub-Adviser, cast in person at a meeting called for the purpose of voting
on such approval.
12. Certain Definitions. For the purpose of this Agreement, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"affiliated person" and "assignment" shall have their respective meanings
defined in the 1940 Act, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under the 1940 Act.
13. General.
-------
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
6
b. If any term or provision of this Agreement or the
application thereof to any person or circumstances is held to be
invalid or unenforceable to any extent, the remainder of this Agreement
or the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
c. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name: John T. Hailer
Title: President
Morgan Stanley Investments LP
By Morgan Stanley Dean Witter Investment Management Holdings, Inc.,
its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Growth Fund series
By:______________________________
Name: John T. Hailer
Title: President
7
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Fund's CDC Nvest Star Growth Fund series (the "Series") 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 the Series.
8
EX-99.E
19
exhe13.txt
EXHIBIT (E)(13)
Exhibit (e)(13)
CDC NVEST LARGE CAP GROWTH FUND
FORM OF
DISTRIBUTION AGREEMENT
AGREEMENT made this [ ] by and between CDC NVEST FUNDS TRUST I, a
Massachusetts business trust (the "Trust"), and CDC IXIS ASSET MANAGEMENT
DISTRIBUTORS, L.P., a Delaware limited partnership (the "Distributor").
W I T N E S S E T H:
WHEREAS, this Agreement has been approved by the Trustees of the Trust
in contemplation of the transfer by the Distributor of its rights to receive the
Class B Distribution Fee (as defined in the Class B Distribution and Service
Plan attached hereto as Exhibit A) and/or contingent deferred sales charges to a
financing party in order to raise funds to cover distribution expenditures;
WHEREAS, the Trustees of the Trust recognize the importance to the
Trust of the Distributor being able to obtain financing with which to pay
commissions on Class B shares at the time of sale;
WHEREAS, the Trustees of the Trust acknowledge that by providing
financing to the Distributor the financing party enables the Distributor to
provide valuable services to the Series (as defined below); and
WHEREAS, the Trustees of the Trust, in the context of considering the
best interests of the Series and its shareholders at the time of and in
preparation for any vote, consent or other action that the Trustees of the Trust
may from time to time take relating to the continued receipt by the Distributor
(and/or the financing party) of the Distribution Fee, intend to consider the
effect on the Distributor and any financing party of any such vote, consent or
action.
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Trust and the Distributor agree as follows:
1. Distributor. The Trust hereby appoints the Distributor as general
distributor of shares of beneficial interest ("Series shares") of the
Trust's CDC NVEST LARGE CAP GROWTH FUND series (the "Series") during
the term of this Agreement. The Trust reserves the right, however, to
refuse at any time or times to sell any Series shares hereunder for any
reason deemed adequate by the Board of Trustees of the Trust.
2. Sale and Payment. Under this agreement, the following provisions shall
apply with respect to the sale of and payment for Series shares:
(a) The Distributor shall have the right, as principal, to
purchase Series shares from the Trust at their net asset value
and to sell such shares to the public against orders therefor
at the applicable public offering price, as defined in Section
4 hereof. The Distributor shall also have the right, as
principal, to sell shares to dealers against orders therefor
at the public offering price less a concession determined by
the Distributor.
(b) Prior to the time of delivery of any shares by the Trust
to, or on the order of, the Distributor, the Distributor shall
pay or cause to be paid to the Trust or to its order an amount
in Boston or New York clearing house funds equal to the
applicable net asset value of such shares. The Distributor
shall retain so much of any sales charge or underwriting
discount as is not allowed by it as a concession to dealers.
3. Fees. For its services as general distributor of the Class B Series
shares, the Trust shall cause the Series to pay to the Distributor (or
its designee or transferee) in addition to the sales charge, if any,
referred to in Section 4 below, the Class B Distribution Fee at the
rate and upon the terms and conditions set forth in the Class B
1
Distribution and Service Plan attached as Exhibit A hereto, and as
amended from time to time, and the Distributor shall also be entitled
to receive any contingent deferred sales charges that may be payable
upon redemption or repurchase of Class B Series shares. The Class B
Distribution Fee shall be accrued daily and paid monthly to the
Distributor (or, at its direction, to its designee or transferee) as
soon as practicable after the end of the calendar month in which it
accrues, but in any event within five business days following the last
Distribution and Service Plan have not been terminated in accordance
with their respective terms, the Series' obligation to pay the Class B
Distribution Fee to the Distributor shall be absolute and
unconditional and shall not be subject to any dispute, offset,
counterclaim or defense whatsoever (it being understood that nothing
in this sentence shall be deemed a waiver by the Trust or the Series
of its right separately to pursue any claims it may have against the
Distributor and to enforce such claims against any assets (other than
its rights to be paid the Class B Distribution Fee and to be paid
contingent deferred sales charges with respect to Class B Series
shares) of the Distributor).
4. Public Offering Price. The public offering price shall be the net asset
value of Series shares, plus any applicable sales charge, all as set
forth in the current prospectus and statement of additional information
("prospectus") of the Trust relating to the Series shares. In no event
shall the public offering price exceed 1000/935 of such net asset
value, and in no event shall any applicable sales charge or
underwriting discount exceed 6.5% of the public offering price. The net
asset value of Series shares shall be determined in accordance with the
provisions of the agreement and declaration of trust and by-laws of the
Trust and the current prospectus of the Trust relating to the Series
shares.
5. Trust Issuance of Series Shares. The delivery of Series shares shall be
made promptly by a credit to a shareholder's open account for the
Series or by delivery of a share certificate. The Trust reserves the
right (a) to issue Series shares at any time directly to the
shareholders of the Series as a stock dividend or stock split, (b) to
issue to such shareholders shares of the Series, or rights to subscribe
to shares of the Series, as all or part of any dividend that may be
distributed to shareholders of the Series or as all or part of any
optional or alternative dividend that may be distributed to
shareholders of the Series, and (c) to sell Series shares in accordance
with the current applicable prospectus of the Trust relating to the
Series shares.
6. Redemption or Repurchase. The Distributor shall act as agent for the
Trust in connection with the redemption or repurchase of Series shares
by the Trust to the extent and upon the terms and conditions set forth
in the current applicable prospectus of the Trust relating to the
Series shares, and the Trust agrees to reimburse the Distributor, from
time to time upon demand, for any reasonable expenses incurred in
connection with such redemptions or repurchases. The Trust will remit
to the Distributor any contingent deferred sales charges imposed on
redemptions or repurchases of Series shares (other than Class B shares)
upon the terms and conditions set forth in the then current prospectus
of the Trust. The Trust will also remit to the Distributor (or its
designee or transferee), in addition to the Class B Distribution Fee,
any contingent deferred sales charges imposed on redemptions or
repurchases of Class B shares, in accordance with the Remittance
Agreement attached hereto as Exhibit B.
7. Undertaking Regarding Sales. The Distributor shall use reasonable
efforts to sell Series shares but does not agree hereby to sell any
specific number of Series shares and shall be free to act as
distributor of the shares of other investment companies. Series shares
will be sold by the Distributor only against orders therefor. The
Distributor shall not purchase Series shares from anyone except in
accordance with Sections 2 and 6 and shall not take "long" or "short"
positions in Series shares contrary to the agreement and declaration of
trust or by-laws of the Trust.
8. Compliance. The Distributor shall conform to the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD") and the sale
of securities laws of any jurisdiction in which it sells, directly or
indirectly, any Series shares. The Distributor agrees to make timely
filings, with the Securities and Exchange Commission in Washington,
D.C. (the "SEC"), the NASD and such other regulatory authorities as may
be required, of any sales literature relating to the Series and
intended for distribution to prospective investors. The Distributor
also agrees to furnish to the Trust sufficient copies of any agreements
or plans it intends to use in connection with any sales of Series
2
shares in adequate time for the Trust to file and clear them with the
proper authorities before they are put in use (which the Trust agrees
to use its best efforts to do as expeditiously as reasonably possible),
and not to use them until so filed and cleared.
9. Registration and Qualification of Series Shares. The Trust agrees to
execute such papers and to do such acts and things as shall from time
to time be reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Series shares for sale
under the so-called Blue Sky Laws of any state or for maintaining the
registration of the Trust and of the Series shares under the federal
Securities Act of 1933 and the federal Investment Company Act of 1940
(the "1940 Act"), to the end that there will be available for sale from
time to time such number of Series shares as the Distributor may
reasonably be expected to sell. The Trust shall advise the Distributor
promptly of (a) any action of the SEC or any authorities of any state
or territory, of which it may be advised, affecting registration or
qualification of the Trust or the Series shares, or rights to offer
Series shares for sale, and (b) the happening of any event which makes
untrue any statement or which requires the making of any change
in the Trust's registration statement or its prospectus relating to the
Series shares in order to make the statements therein not misleading.
10. Distributor Independent Contractor. The Distributor shall be an
independent contractor and neither the Distributor nor any of its
officers or employees as such is or shall be an employee of the Trust.
The Distributor is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to such
agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes
thereunder.
11. Expenses Paid by Distributor. While the Distributor continues to act
as agent of the Trust to obtain subscriptions for and to sell Series
shares, the Distributor shall pay the following:
(a) all expenses of printing (exclusive of typesetting) and
distributing any prospectus for use in offering Series shares
for sale, and all other copies of any such prospectus used by
the Distributor, and
(b) all other expenses of advertising and of preparing,
printing and distributing all other literature or material for
use in connection with offering Series shares for sale.
12. Interests in and of Distributor. It is understood that any of the
shareholders, trustees, officers, employees and agents of the Trust may
be a shareholder, director, officer, employee or agent of, or be
otherwise interested in, the Distributor, any affiliated person of the
Distributor, any organization in which the Distributor may have an
interest or any organization which may have an interest in the
Distributor; that the Distributor, any such affiliated person or any
such organization may have an interest in the Trust; and that the
existence of any such dual interest shall not affect the validity
hereof or of any transaction hereunder except as otherwise provided in
the agreement and declaration of trust or by-laws of the Trust, in the
limited partnership agreement of the Distributor or by specific
provision of applicable law.
13. Effective Date and Termination. This Agreement shall become effective
as of the date of its execution, and
(a) Unless otherwise terminated, this Agreement shall continue
in effect with respect to the shares of the Series so long as
such continuation is specifically approved at least annually
(i) by the Board of Trustees of the Trust or by the vote of a
majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of
Trustees of the Trust who are not interested persons of the
Distributor or the Trust, cast in person at a meeting called
for the purpose of voting on such approval.
3
(b) This Agreement may at any time be terminated on sixty
days' notice to the Distributor either by vote of a majority
of the Trust's Board of Trustees then in office or by the vote
of a majority of the votes which may be cast by shareholders
of the Series.
(c) This Agreement shall automatically terminate in the event
of its assignment (excluding for this purpose any assignment
of rights to payment described in the recitals and in Section
18 of the Agreement which are hereby ratified and approved).
(d) This Agreement may be terminated by the Distributor on
ninety days' written notice to the Trust.
Termination of this Agreement pursuant to this section shall be without payment
of any penalty.
14. Definitions. For purposes of this Agreement, the following definitions
shall apply:
(a) The "vote of a majority of the votes which may be cast by
shareholders of the Series" means (1) 67% or more of the votes
of the Series present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Series entitled to vote at such
meeting are present; or (2) the vote of the holders of more
than 50% of the outstanding shares of the Series entitled to
vote at such meeting, whichever is less.
(b) The terms "affiliated person," "interested person" and
"assignment" shall have their respective meanings as defined
in the 1940 Act subject, however, to such exemptions as may be
granted by the SEC under the 1940 Act.
15. Amendment. This Agreement may be amended at any time by mutual consent
of the parties, provided that such consent on the part of the Series
shall be approved (i) by the Board of Trustees of the Trust or by vote
of a majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Distributor or the Trust
cast in person at a meeting called for the purpose of voting on such
approval.
16. Applicable Law and Liabilities. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of
Massachusetts. All sales hereunder are to be made, and title to the
Series shares shall pass, in Boston, Massachusetts.
17. Limited Recourse. The Distributor hereby acknowledges that the Trust's
obligations hereunder with respect to the shares of the Series are
binding only on the assets and property belonging to the Series.
18. Payments to Distributor's Transferees. The Distributor may transfer its
rights to payments hereunder with respect to Class B shares (but not
its obligations hereunder) in order to raise funds to cover
distribution expenditures, and any such transfer shall be effective
upon written notice from the Distributor to the Trust. In connection
with the foregoing, the Series is authorized to pay all or a part of
the Distribution Fee and/or contingent deferred sales charges in
respect of Class B shares directly to such transferee as directed by
the Distributor.
19. Liquidation etc. As long as the Class B Distribution and Service Plan
is in effect, the Series shall not change the manner in which the
Distribution Fee is computed (except as may be required by a change in
applicable law after the date hereof) or adopt a plan of liquidation
without the consent of the Distributor (or any designee or transferee
of the Distributor's rights to receive payment hereunder in respect of
Class B shares) except in circumstances where a surviving entity or
transferee of the Series' assets adopts the Class B Distribution and
Service Plan and assumes the obligations of the Series to make payments
to the Distributor (or its transferee) hereunder in respect of Class B
shares.
20. "Distributor's Shares" etc. The Trust, on behalf of the Series, agrees
that it will not pay any portion of the Class B Distribution Fee which
is calculated by reference to the "Distributor's Shares" (nor
4
shall it pay a Distribution Fee calculated by reference to Class B
shares ("Other Class B Shares") other than the Distributor's Shares at
a rate exceeding 0.75% per annum of the net assets attributable to
Other Class B Shares) to any person other than the Distributor (or its
designee or transferee) without the written consent of the Distributor.
"Distributor's Shares" shall mean (i) Class B shares of the Series that
were sold by the Distributor, plus (ii) Class B shares of the Series
issued in connection with the exchange, for Class B shares of the
Series, of Class B shares of another fund in the Nvest fund
group that were sold by the Distributor, plus (iii) Class B shares of
the Series issued in connection with the exchange, for Class B shares
of the Series, of Class B shares of another fund in the Nvest fund
group issued in respect of the automatic reinvestment of dividends or
capital gain distributions in respect of Class B shares of such other
fund that were sold by the Distributor, plus (iv) Class B shares of the
Series issued in respect of the automatic reinvestment of dividends or
capital gain distributions in respect of Class B shares of the Series
described in clauses (i), (ii) and (iii). To the extent
permitted under the 1940 Act, the terms of this Section 20 shall
survive the termination of this Agreement.
21. Limitation on Reduction of Class B Distribution Fee. The Trust, on
behalf of the Series, agrees that it will not reduce the Distribution
Fee in respect of Series' assets attributable to Class B shares below
the annual rate of 0.75% unless it has ceased (and not resumed) paying
all "service fees" (within the meaning of Section 2830(b)(9) of the
Conduct Rules of the NASD or any successor provision thereto) to the
Distributor, to any affiliate of the Distributor and to any other
person in circumstances where substantially all of the services and
functions relating to the distribution of Class B Series shares have
been delegated to, or are being performed by, the Distributor or an
affiliate of the Distributor. To the extent permitted under the 1940
Act, the terms of this Section 21 shall survive the termination
of this Agreement.
22. Privacy. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Large Cap Growth Fund series
By: _______________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.
By: CDC IXIS Asset Management Distribution Corp., its general partner
By: _______________________________________
Name: John T. Hailer
Title: President
5
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Trust's CDC Nvest Large Cap Growth Fund series (the "Series") on
behalf of the Trust by officers of the Trust 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 of the Trust individually but
are binding only upon the assets and property of the Series.
6
EXHIBIT A
CDC NVEST LARGE CAP GROWTH FUND
CLASS B DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Large Cap Growth Fund (the
"Series"), a series of CDC Nvest Funds Trust I, a Massachusetts business trust
(the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class B shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class B
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class B shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class B shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class B shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class B shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class B shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class B
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class B shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
7
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class B shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class B shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class B shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class B shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
8
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
9
EX-99.E
20
exhe14.txt
EXHIBIT (E)(14)
Exhibit (e)(14)
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
FORM OF
DISTRIBUTION AGREEMENT
AGREEMENT made this [ ] by and between CDC NVEST FUNDS TRUST I, a
Massachusetts business trust (the "Trust"), and CDC IXIS ASSET MANAGEMENT
DISTRIBUTORS, L.P., a Delaware limited partnership (the "Distributor").
W I T N E S S E T H:
WHEREAS, this Agreement has been approved by the Trustees of the Trust
in contemplation of the transfer by the Distributor of its rights to receive the
Class B Distribution Fee (as defined in the Class B Distribution and Service
Plan attached hereto as Exhibit A) and/or contingent deferred sales charges to a
financing party in order to raise funds to cover distribution expenditures;
WHEREAS, the Trustees of the Trust recognize the importance to the
Trust of the Distributor being able to obtain financing with which to pay
commissions on Class B shares at the time of sale;
WHEREAS, the Trustees of the Trust acknowledge that by providing
financing to the Distributor the financing party enables the Distributor to
provide valuable services to the Series (as defined below); and
WHEREAS, the Trustees of the Trust, in the context of considering the
best interests of the Series and its shareholders at the time of and in
preparation for any vote, consent or other action that the Trustees of the Trust
may from time to time take relating to the continued receipt by the Distributor
(and/or the financing party) of the Distribution Fee, intend to consider the
effect on the Distributor and any financing party of any such vote, consent or
action.
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Trust and the Distributor agree as follows:
1. Distributor. The Trust hereby appoints the Distributor as general
distributor of shares of beneficial interest ("Series shares") of the
Trust's CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND series (the
"Series") during the term of this Agreement. The Trust reserves the
right, however, to refuse at any time or times to sell any Series
shares hereunder for any reason deemed adequate by the Board of
Trustees of the Trust.
2. Sale and Payment. Under this agreement, the following provisions shall
apply with respect to the sale of and payment for Series shares:
(a) The Distributor shall have the right, as principal, to
purchase Series shares from the Trust at their net asset value
and to sell such shares to the public against orders therefor
at the applicable public offering price, as defined in Section
4 hereof. The Distributor shall also have the right, as
principal, to sell shares to dealers against orders therefor
at the public offering price less a concession determined by
the Distributor.
(b) Prior to the time of delivery of any shares by the Trust
to, or on the order of, the Distributor, the Distributor shall
pay or cause to be paid to the Trust or to its order an amount
in Boston or New York clearing house funds equal to the
applicable net asset value of such shares. The Distributor
shall retain so much of any sales charge or underwriting
discount as is not allowed by it as a concession to dealers.
3. Fees. For its services as general distributor of the Class B Series
shares, the Trust shall cause the Series to pay to the Distributor (or
its designee or transferee) in addition to the sales charge, if any,
referred to in Section 4 below, the Class B Distribution Fee at the
1
rate and upon the terms and conditions set forth in the Class B
Distribution and Service Plan attached as Exhibit A hereto, and as
amended from time to time, and the Distributor shall also be entitled
to receive any contingent deferred sales charges that may be payable
upon redemption or repurchase of Class B Series shares. The Class B
Distribution Fee shall be accrued daily and paid monthly to the
Distributor (or, at its direction, to its designee or transferee) as
soon as practicable after the end of the calendar month in which it
accrues, but in any event within five business days following the last
day of the month. So long as this agreement and the Class B
Distribution and Service Plan have not been terminated in accordance
with their respective terms, the Series' obligation to pay the Class B
Distribution Fee to the Distributor shall be absolute and unconditional
and shall not be subject to any dispute, offset, counterclaim or
defense whatsoever (it being understood that nothing in this sentence
shall be deemed a waiver by the Trust or the Series of its right
separately to pursue any claims it may have against the Distributor and
to enforce such claims against any assets (other than its rights to be
paid the Class B Distribution Fee and to be paid contingent deferred
sales charges with respect to Class B Series shares) of the
Distributor).
4. Public Offering Price. The public offering price shall be the net asset
value of Series shares, plus any applicable sales charge, all as set
forth in the current prospectus and statement of additional information
("prospectus") of the Trust relating to the Series shares. In no event
shall the public offering price exceed 1000/935 of such net asset
value, and in no event shall any applicable sales charge or
underwriting discount exceed 6.5% of the public offering price. The net
asset value of Series shares shall be determined in accordance with the
provisions of the agreement and declaration of trust and by-laws of the
Trust and the current prospectus of the Trust relating to the Series
shares.
5. Trust Issuance of Series Shares. The delivery of Series shares shall be
made promptly by a credit to a shareholder's open account for the
Series or by delivery of a share certificate. The Trust reserves the
right (a) to issue Series shares at any time directly to the
shareholders of the Series as a stock dividend or stock split, (b) to
issue to such shareholders shares of the Series, or rights to subscribe
to shares of the Series, as all or part of any dividend that may be
distributed to shareholders of the Series or as all or part of any
optional or alternative dividend that may be distributed to
shareholders of the Series, and (c) to sell Series shares in accordance
with the current applicable prospectus of the Trust relating to the
Series shares.
6. Redemption or Repurchase. The Distributor shall act as agent for the
Trust in connection with the redemption or repurchase of Series shares
by the Trust to the extent and upon the terms and conditions set forth
in the current applicable prospectus of the Trust relating to the
Series shares, and the Trust agrees to reimburse the Distributor, from
time to time upon demand, for any reasonable expenses incurred in
connection with such redemptions or repurchases. The Trust will remit
to the Distributor any contingent deferred sales charges imposed on
redemptions or repurchases of Series shares (other than Class B shares)
upon the terms and conditions set forth in the then current prospectus
of the Trust. The Trust will also remit to the Distributor (or its
designee or transferee), in addition to the Class B Distribution Fee,
any contingent deferred sales charges imposed on redemptions or
repurchases of Class B shares, in accordance with the Remittance
Agreement attached hereto as Exhibit B.
7. Undertaking Regarding Sales. The Distributor shall use reasonable
efforts to sell Series shares but does not agree hereby to sell any
specific number of Series shares and shall be free to act as
distributor of the shares of other investment companies. Series shares
will be sold by the Distributor only against orders therefor. The
Distributor shall not purchase Series shares from anyone except in
accordance with Sections 2 and 6 and shall not take "long" or "short"
positions in Series shares contrary to the agreement and declaration of
trust or by-laws of the Trust.
8. Compliance. The Distributor shall conform to the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD") and the sale
of securities laws of any jurisdiction in which it sells, directly or
indirectly, any Series shares. The Distributor agrees to make timely
filings, with the Securities and Exchange Commission in Washington,
D.C. (the "SEC"), the NASD and such other regulatory authorities as may
be required, of any sales literature relating to the Series and
intended for distribution to prospective investors. The Distributor
also agrees to furnish to the Trust sufficient copies of any agreement
2
or plans it intends to use in connection with any sales of Series
shares in adequate time for the Trust to file and clear them with the
proper authorities before they are put in use (which the Trust agrees
to use its best efforts to do as expeditiously as reasonably possible),
and not to use them until so filed and cleared.
9. Registration and Qualification of Series Shares. The Trust agrees to
execute such papers and to do such acts and things as shall from time
to time be reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Series shares for sale
under the so-called Blue Sky Laws of any state or for maintaining the
registration of the Trust and of the Series shares under the federal
Securities Act of 1933 and the federal Investment Company Act of 1940
(the "1940 Act"), to the end that there will be available for sale
from time to time such number of Series shares as the Distributor may
reasonably be expected to sell. The Trust shall advise the Distributor
promptly of (a) any action of the SEC or any authorities of any state
or territory, of which it may be advised, affecting registration or
qualification of the Trust or the Series shares, or rights to offer
Series shares for sale, and (b) the happening of any event which makes
untrue any statement or which requires the making of any change in the
Trust's registration statement or its prospectus relating to the Series
shares in order to make the statements therein not misleading.
10. Distributor Independent Contractor. The Distributor shall be an
independent contractor and neither the Distributor nor any of its
officers or employees as such is or shall be an employee of the Trust.
The Distributor is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to such
agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes
thereunder.
11. Expenses Paid by Distributor. While the Distributor continues to act as
agent of the Trust to obtain subscriptions for and to sell Series
shares, the Distributor shall pay the following:
(a) all expenses of printing (exclusive of typesetting) and
distributing any prospectus for use in offering Series shares
for sale, and all other copies of any such prospectus used by
the Distributor, and
(b) all other expenses of advertising and of preparing,
printing and distributing all other literature or material for
use in connection with offering Series shares for sale.
12. Interests in and of Distributor. It is understood that any of the
shareholders, trustees, officers, employees and agents of the Trust may
be a shareholder, director, officer, employee or agent of, or be
otherwise interested in, the Distributor, any affiliated person of the
Distributor, any organization in which the Distributor may have an
interest or any organization which may have an interest in the
Distributor; that the Distributor, any such affiliated person or any
such organization may have an interest in the Trust; and that the
existence of any such dual interest shall not affect the validity
hereof or of any transaction hereunder except as otherwise provided in
the agreement and declaration of trust or by-laws of the Trust, in the
limited partnership agreement of the Distributor or by specific
provision of applicable law.
13. Effective Date and Termination. This Agreement shall become effective
as of the date of its execution, and
(a) Unless otherwise terminated, this Agreement shall continue
in effect with respect to the shares of the Series so long as
such continuation is specifically approved at least annually
(i) by the Board of Trustees of the Trust or by the vote of a
majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of
Trustees of the Trust who are not interested persons of the
Distributor or the Trust, cast in person at a meeting called
for the purpose of voting on such approval.
3
(b) This Agreement may at any time be terminated on sixty
days' notice to the Distributor either by vote of a majority
of the Trust's Board of Trustees then in office or by the vote
of a majority of the votes which may be cast by shareholders
of the Series.
(c) This Agreement shall automatically terminate in the event
of its assignment (excluding for this purpose any assignment
of rights to payment described in the recitals and in Section
18 of the Agreement which are hereby ratified and approved).
(d) This Agreement may be terminated by the Distributor on
ninety days' written notice to the Trust.
Termination of this Agreement pursuant to this section shall be without payment
of any penalty.
14. Definitions. For purposes of this Agreement, the following definitions
shall apply:
(a) The "vote of a majority of the votes which may be cast by
shareholders of the Series" means (1) 67% or more of the votes
of the Series present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Series entitled to vote at such
meeting are present; or (2) the vote of the holders of more
than 50% of the outstanding shares of the Series entitled to
vote at such meeting, whichever is less.
(b) The terms "affiliated person," "interested person" and
"assignment" shall have their respective meanings as defined
in the 1940 Act subject, however, to such exemptions as may be
granted by the SEC under the 1940 Act.
15. Amendment. This Agreement may be amended at any time by mutual consent
of the parties, provided that such consent on the part of the Series
shall be approved (i) by the Board of Trustees of the Trust or by vote
of a majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Distributor or the Trust
cast in person at a meeting called for the purpose of voting on such
approval.
16. Applicable Law and Liabilities. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of
Massachusetts. All sales hereunder are to be made, and title to the
Series shares shall pass, in Boston, Massachusetts.
17. Limited Recourse. The Distributor hereby acknowledges that the Trust's
obligations hereunder with respect to the shares of the Series are
binding only on the assets and property belonging to the Series.
18. Payments to Distributor's Transferees. The Distributor may transfer its
rights to payments hereunder with respect to Class B shares (but not
its obligations hereunder) in order to raise funds to cover
distribution expenditures, and any such transfer shall be effective
upon written notice from the Distributor to the Trust. In connection
with the foregoing, the Series is authorized to pay all or a part of
the Distribution Fee and/or contingent deferred sales charges in
respect of Class B shares directly to such transferee as directed by
the Distributor.
19. Liquidation etc. As long as the Class B Distribution and Service Plan
is in effect, the Series shall not change the manner in which the
Distribution Fee is computed (except as may be required by a change in
applicable law after the date hereof) or adopt a plan of liquidation
without the consent of the Distributor (or any designee or transferee
of the Distributor's rights to receive payment hereunder in respect of
Class B shares) except in circumstances where a surviving entity or
transferee of the Series' assets adopts the Class B Distribution and
Service Plan and assumes the obligations of the Series to make payments
to the Distributor (or its transferee) hereunder in respect of Class B
shares.
20. "Distributor's Shares" etc. The Trust, on behalf of the Series, agrees
that it will not pay any portion of the Class B Distribution Fee which
is calculated by reference to the "Distributor's Shares" (nor shall it
4
pay a Distribution Fee calculated by reference to Class B shares
("Other Class B Shares") other than the Distributor's Shares at a rate
exceeding 0.75% per annum of the net assets attributable to Other Class
B Shares) to any person other than the Distributor (or its designee or
transferee) without the written consent of the Distributor.
"Distributor's Shares" shall mean (i) Class B shares of the Series that
were sold by the Distributor, plus (ii) Class B shares of the Series
issued in connection with the exchange, for Class B shares of the
Series, of Class B shares of another fund in the Nvest fund group that
were sold by the Distributor, plus (iii) Class B shares of the Series
issued in connection with the exchange, for Class B shares of the
Series, of Class B shares of another fund in the Nvest fund group
issued in respect of the automatic reinvestment of dividends or capital
gain distributions in respect of Class B shares of such other fund that
were sold by the Distributor, plus (iv) Class B shares of the Series
issued in respect of the automatic reinvestment of dividends or capital
gain distributions in respect of Class B shares of the Series described
in clauses (i), (ii) and (iii). To the extent permitted under the 1940
Act, the terms of this Section 20 shall survive the termination of this
Agreement.
21. Limitation on Reduction of Class B Distribution Fee. The Trust, on
behalf of the Series, agrees that it will not reduce the Distribution
Fee in respect of Series' assets attributable to Class B shares below
the annual rate of 0.75% unless it has ceased (and not resumed) paying
all "service fees" (within the meaning of Section 2830(b)(9)
of the Conduct Rules of the NASD or any successor provision thereto) to
the Distributor, to any affiliate of the Distributor and to any other
person in circumstances where substantially all of the services and
functions relating to the distribution of Class B Series shares have
been delegated to, or are being performed by, the Distributor or an
affiliate of the Distributor. To the extent permitted under the 1940
Act, the terms of this Section 21 shall survive the termination of this
Agreement.
22. Privacy. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Jurika & Voyles Relative Value Fund series
By: _______________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.
By: CDC IXIS Asset Management Distribution Corp., its general partner
By: _______________________________________
Name: John T. Hailer
Title: President
5
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Trust's CDC Nvest Jurika & Voyles Relative Value Fund series (the
"Series") on behalf of the Trust by officers of the Trust 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 of the Trust
individually but are binding only upon the assets and property of the Series.
6
EXHIBIT A
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
CLASS B DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Jurika & Voyles Relative Value Fund
(the "Series"), a series of CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class B shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class B
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class B shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class B shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class B shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class B shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class B shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class B
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class B shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
7
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class B shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class B shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class B shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class B shares of the Series" shall mean the lesser of the 67% or the 50% voting
8
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
9
EX-99.E
21
exhe15.txt
EXHIBIT (E)(15)
Exhibit (e)(15)
CDC NVEST STAR GROWTH FUND
FORM OF
DISTRIBUTION AGREEMENT
AGREEMENT made this [ ] by and between CDC NVEST FUNDS TRUST I, a
Massachusetts business trust (the "Trust"), and CDC IXIS ASSET MANAGEMENT
DISTRIBUTORS, L.P., a Delaware limited partnership (the "Distributor").
W I T N E S S E T H:
WHEREAS, this Agreement has been approved by the Trustees of the Trust
in contemplation of the transfer by the Distributor of its rights to receive the
Class B Distribution Fee (as defined in the Class B Distribution and Service
Plan attached hereto as Exhibit A) and/or contingent deferred sales charges to a
financing party in order to raise funds to cover distribution expenditures;
WHEREAS, the Trustees of the Trust recognize the importance to the
Trust of the Distributor being able to obtain financing with which to pay
commissions on Class B shares at the time of sale;
WHEREAS, the Trustees of the Trust acknowledge that by providing
financing to the Distributor the financing party enables the Distributor to
provide valuable services to the Series (as defined below); and
WHEREAS, the Trustees of the Trust, in the context of considering the
best interests of the Series and its shareholders at the time of and in
preparation for any vote, consent or other action that the Trustees of the Trust
may from time to time take relating to the continued receipt by the Distributor
(and/or the financing party) of the Distribution Fee, intend to consider the
effect on the Distributor and any financing party of any such vote, consent or
action.
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Trust and the Distributor agree as follows:
1. Distributor. The Trust hereby appoints the Distributor as general
distributor of shares of beneficial interest ("Series shares") of the
Trust's CDC NVEST STAR GROWTH FUND series (the "Series") during the
term of this Agreement. The Trust reserves the right, however, to
refuse at any time or times to sell any Series shares hereunder for any
reason deemed adequate by the Board of Trustees of the Trust.
2. Sale and Payment. Under this agreement, the following provisions shall
apply with respect to the sale of and payment for Series shares:
(a) The Distributor shall have the right, as principal, to
purchase Series shares from the Trust at their net asset value
and to sell such shares to the public against orders therefor
at the applicable public offering price, as defined in Section
4 hereof. The Distributor shall also have the right, as
principal, to sell shares to dealers against orders therefor
at the public offering price less a concession determined by
the Distributor.
(b) Prior to the time of delivery of any shares by the Trust
to, or on the order of, the Distributor, the Distributor shall
pay or cause to be paid to the Trust or to its order an amount
in Boston or New York clearing house funds equal to the
applicable net asset value of such shares. The Distributor
shall retain so much of any sales charge or underwriting
discount as is not allowed by it as a concession to dealers.
3. Fees. For its services as general distributor of the Class B Series
shares, the Trust shall cause the Series to pay to the Distributor
(or its designee or transferee) in addition to the sales charge, if
any, referred to in Section 4 below, the Class B Distribution Fee at
the rate and upon the terms and conditions set forth in the Class B
1
Distribution and Service Plan attached as Exhibit A hereto, and as
amended from time to time, and the Distributor shall also be entitled
to receive any contingent deferred sales charges that may be payable
upon redemption or repurchase of Class B Series shares. The Class B
Distribution Fee shall be accrued daily and paid monthly to the
Distributor (or, at its direction, to its designee or transferee) as
soon as practicable after the end of the calendar month in which it
accrues, but in any event within five business days following the last
day of the month. So long as this agreement and the Class B
Distribution and Service Plan have not been terminated in accordance
with their respective terms, the Series' obligation to pay the Class B
Distribution Fee to the Distributor shall be absolute and unconditional
and shall not be subject to any dispute, offset, counterclaim or
defense whatsoever (it being understood that nothing in this sentence
shall be deemed a waiver by the Trust or the Series of its right
separately to pursue any claims it may have against the Distributor and
to enforce such claims against any assets (other than its rights to be
paid the Class B Distribution Fee and to be paid contingent deferred
sales charges with respect to Class B Series shares) of the
Distributor).
4. Public Offering Price. The public offering price shall be the net asset
value of Series shares, plus any applicable sales charge, all as set
forth in the current prospectus and statement of additional information
("prospectus") of the Trust relating to the Series shares. In no event
shall the public offering price exceed 1000/935 of such net asset
value, and in no event shall any applicable sales charge or
underwriting discount exceed 6.5% of the public offering price. The net
asset value of Series shares shall be determined in accordance with the
provisions of the agreement and declaration of trust and by-laws of the
Trust and the current prospectus of the Trust relating to the Series
shares.
5. Trust Issuance of Series Shares. The delivery of Series shares shall be
made promptly by a credit to a shareholder's open account for the
Series or by delivery of a share certificate. The Trust reserves the
right (a) to issue Series shares at any time directly to the
shareholders of the Series as a stock dividend or stock split, (b) to
issue to such shareholders shares of the Series, or rights to subscribe
to shares of the Series, as all or part of any dividend that may be
distributed to shareholders of the Series or as all or part of any
optional or alternative dividend that may be distributed to
shareholders of the Series, and (c) to sell Series shares in accordance
with the current applicable prospectus of the Trust relating to the
Series shares.
6. Redemption or Repurchase. The Distributor shall act as agent for the
Trust in connection with the redemption or repurchase of Series shares
by the Trust to the extent and upon the terms and conditions set forth
in the current applicable prospectus of the Trust relating to the
Series shares, and the Trust agrees to reimburse the Distributor, from
time to time upon demand, for any reasonable expenses incurred in
connection with such redemptions or repurchases. The Trust will remit
to the Distributor any contingent deferred sales charges imposed on
redemptions or repurchases of Series shares (other than Class B shares)
upon the terms and conditions set forth in the then current prospectus
of the Trust. The Trust will also remit to the Distributor (or its
designee or transferee), in addition to the Class B Distribution Fee,
any contingent deferred sales charges imposed on redemptions or
repurchases of Class B shares, in accordance with the Remittance
Agreement attached hereto as Exhibit B.
7. Undertaking Regarding Sales. The Distributor shall use reasonable
efforts to sell Series shares but does not agree hereby to sell any
specific number of Series shares and shall be free to act as
distributor of the shares of other investment companies. Series shares
will be sold by the Distributor only against orders therefor. The
Distributor shall not purchase Series shares from anyone except in
accordance with Sections 2 and 6 and shall not take "long" or "short"
positions in Series shares contrary to the agreement and declaration of
trust or by-laws of the Trust.
8. Compliance. The Distributor shall conform to the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD") and the sale
of securities laws of any jurisdiction in which it sells, directly or
indirectly, any Series shares. The Distributor agrees to make timely
filings, with the Securities and Exchange Commission in Washington,
D.C. (the "SEC"), the NASD and such other regulatory authorities as may
be required, of any sales literature relating to the Series and
intended for distribution to prospective investors. The Distributor
also agrees to furnish to the Trust sufficient copies of any agreements
or plans it intends to use in connection with any sales of Series
shares in adequate time for the Trust to file and clear them with the
2
proper authorities before they are put in use (which the Trust agrees
to use its best efforts to do as expeditiously as reasonably possible),
and not to use them until so filed and cleared.
9. Registration and Qualification of Series Shares. The Trust agrees to
execute such papers and to do such acts and things as shall from time
to time be reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Series shares for sale
under the so-called Blue Sky Laws of any state or for maintaining the
registration of the Trust and of the Series shares under the federal
Securities Act of 1933 and the federal Investment Company Act of 1940
(the "1940 Act"), to the end that there will be available for sale
from time to time such number of Series shares as the Distributor may
reasonably be expected to sell. The Trust shall advise the Distributor
promptly of (a) any action of the SEC or any authorities of any state
or territory, of which it may be advised, affecting registration or
qualification of the Trust or the Series shares, or rights to offer
Series shares for sale, and (b) the happening of any event which makes
untrue any statement or which requires the making of any change in the
Trust's registration statement or its prospectus relating to the Series
shares in order to make the statements therein not misleading.
10. Distributor Independent Contractor. The Distributor shall be an
independent contractor and neither the Distributor nor any of its
officers or employees as such is or shall be an employee of the Trust.
The Distributor is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to such
agents or employees or to others through its agents or employees. The
Distributor assumes full responsibility for its agents and employees
under applicable statutes and agrees to pay all employer taxes
thereunder.
11. Expenses Paid by Distributor. While the Distributor continues to act as
agent of the Trust to obtain subscriptions for and to sell Series
shares, the Distributor shall pay the following:
(a) all expenses of printing (exclusive of typesetting) and
distributing any prospectus for use in
offering Series shares for sale, and all other copies of any
such prospectus used by the Distributor, and
(b) all other expenses of advertising and of preparing,
printing and distributing all other literature or material for
use in connection with offering Series shares for sale.
12. Interests in and of Distributor. It is understood that any of the
shareholders, trustees, officers, employees and agents of the Trust may
be a shareholder, director, officer, employee or agent of, or be
otherwise interested in, the Distributor, any affiliated person of the
Distributor, any organization in which the Distributor may have an
interest or any organization which may have an interest in the
Distributor; that the Distributor, any such affiliated person or any
such organization may have an interest in the Trust; and that the
existence of any such dual interest shall not affect the validity
hereof or of any transaction hereunder except as otherwise provided in
the agreement and declaration of trust or by-laws of the Trust, in the
limited partnership agreement of the Distributor or by specific
provision of applicable law.
13. Effective Date and Termination. This Agreement shall become effective
as of the date of its execution, and
(a) Unless otherwise terminated, this Agreement shall continue
in effect with respect to the shares of the Series so long as
such continuation is specifically approved at least annually
(i) by the Board of Trustees of the Trust or by the vote of a
majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of
Trustees of the Trust who are not interested persons of the
Distributor or the Trust, cast in person at a meeting called
for the purpose of voting on such approval.
3
(b) This Agreement may at any time be terminated on sixty
days' notice to the Distributor either by vote of a majority
of the Trust's Board of Trustees then in office or by the vote
of a majority of the votes which may be cast by shareholders
of the Series.
(c) This Agreement shall automatically terminate in the event
of its assignment (excluding for this purpose any assignment
of rights to payment described in the recitals and in Section
18 of the Agreement which are hereby ratified and approved).
(d) This Agreement may be terminated by the Distributor on
ninety days' written notice to the Trust.
Termination of this Agreement pursuant to this section shall be without payment
of any penalty.
14. Definitions. For purposes of this Agreement, the following definitions
shall apply:
(a) The "vote of a majority of the votes which may be cast by
shareholders of the Series" means (1) 67% or more of the votes
of the Series present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Series entitled to vote at such
meeting are present; or (2) the vote of the holders of more
than 50% of the outstanding shares of the Series entitled to
vote at such meeting, whichever is less.
(b) The terms "affiliated person," "interested person" and
"assignment" shall have their respective meanings as defined
in the 1940 Act subject, however, to such exemptions as may be
granted by the SEC under the 1940 Act.
15. Amendment. This Agreement may be amended at any time by mutual consent
of the parties, provided that such consent on the part of the Series
shall be approved (i) by the Board of Trustees of the Trust or by vote
of a majority of the votes which may be cast by shareholders of the
Series and (ii) by a vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Distributor or the Trust
cast in person at a meeting called for the purpose of voting on such
approval.
16. Applicable Law and Liabilities. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of
Massachusetts. All sales hereunder are to be made, and title to the
Series shares shall pass, in Boston, Massachusetts.
17. Limited Recourse. The Distributor hereby acknowledges that the Trust's
obligations hereunder with respect to the shares of the Series are
binding only on the assets and property belonging to the Series.
18. Payments to Distributor's Transferees. The Distributor may transfer its
rights to payments hereunder with respect to Class B shares (but not
its obligations hereunder) in order to raise funds to cover
distribution expenditures, and any such transfer shall be effective
upon written notice from the Distributor to the Trust. In connection
with the foregoing, the Series is authorized to pay all or a part of
the Distribution Fee and/or contingent deferred sales charges in
respect of Class B shares directly to such transferee as directed by
the Distributor.
19. Liquidation etc. As long as the Class B Distribution and Service Plan
is in effect, the Series shall not change the manner in which the
Distribution Fee is computed (except as may be required by a change in
applicable law after the date hereof) or adopt a plan of liquidation
without the consent of the Distributor (or any designee or transferee
of the Distributor's rights to receive payment hereunder in respect of
Class B shares) except in circumstances where a surviving entity or
transferee of the Series' assets adopts the Class B Distribution and
Service Plan and assumes the obligations of the Series to make payments
to the Distributor (or its transferee) hereunder in respect of Class B
shares.
20. "Distributor's Shares" etc. The Trust, on behalf of the Series, agrees
that it will not pay any portion of the Class B Distribution Fee which
is calculated by reference to the "Distributor's Shares" (nor shall it
4
pay a Distribution Fee calculated by reference to Class B shares
("Other Class B Shares") other than the Distributor's Shares at a rate
exceeding 0.75% per annum of the net assets attributable to Other Class
B Shares) to any person other than the Distributor (or its designee or
transferee) without the written consent of the Distributor.
"Distributor's Shares" shall mean (i) Class B shares of the Series that
were sold by the Distributor, plus (ii) Class B shares of the Series
issued in connection with the exchange, for Class B shares of the
Series, of Class B shares of another fund in the Nvest fund group that
were sold by the Distributor, plus (iii) Class B shares of the Series
issued in connection with the exchange, for Class B shares of the
Series, of Class B shares of another fund in the Nvest fund group
issued in respect of the automatic reinvestment of dividends or capital
gain distributions in respect of Class B shares of such other fund that
were sold by the Distributor, plus (iv) Class B shares of the Series
issued in respect of the automatic reinvestment of dividends or capital
gain distributions in respect of Class B shares of the Series described
in clauses (i), (ii) and (iii). To the extent permitted under the 1940
Act, the terms of this Section 20 shall survive the termination of this
Agreement.
21. Limitation on Reduction of Class B Distribution Fee. The Trust, on
behalf of the Series, agrees that it will not reduce the Distribution
Fee in respect of Series' assets attributable to Class B shares below
the annual rate of 0.75% unless it has ceased (and not resumed) paying
all "service fees" (within the meaning of Section 2830(b)(9) of the
Conduct Rules of the NASD or any successor provision thereto) to the
Distributor, to any affiliate of the Distributor and to any other
person in circumstances where substantially all of the services and
functions relating to the distribution of Class B Series shares have
been delegated to, or are being performed by, the Distributor or an
affiliate of the Distributor. To the extent permitted under the 1940
Act, the terms of this Section 21 shall survive the termination of this
Agreement.
22. Privacy. In accordance with Regulation S-P, if non-public personal
information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the
party receiving such information will not disclose or use that
information other than as necessary to carry out the purposes of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Growth Fund series
By: _______________________________________
Name: John T. Hailer
Title: President
CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.
By: CDC IXIS Asset Management Distribution Corp., its general partner
By: _______________________________________
Name: John T. Hailer
Title: President
5
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust I (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 the Trust's CDC Nvest Star Growth Fund series (the "Series") on
behalf of the Trust by officers of the Trust 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 of the Trust individually but
are binding only upon the assets and property of the Series.
6
EXHIBIT A
CDC NVEST STAR GROWTH FUND
CLASS B DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Star Growth Fund (the "Series"), a
series of CDC Nvest Funds Trust I, a Massachusetts business trust (the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class B shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class B
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class B shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class B shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class B shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class B shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class B shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class B
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class B shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
7
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class B shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class B shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class B shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class B shares of the Series" shall mean the lesser of the 67% or the 50% voting
8
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
9
EX-99.E
22
exhe16.txt
EXHIBIT (E)(16)
Exhibit (e)(16)
CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.
399 Boylston Street
Boston, Massachusetts 02116
DEALER AGREEMENT
As dealer for our own account, we offer to sell to you shares of each of the
Funds distributed by us (the "Funds" and each a "Fund"), for each of which Funds
we are a principal underwriter as defined in the Investment Company Act of 1940
(the "Act") and from which we have the right to purchase shares.
With respect to each of the Funds (except for paragraph 4, which applies only
with respect to each Fund having in effect from time to time a service plan or
service and distribution plan adopted pursuant to Rule 12b-1 under the Act):
1. In all sales of shares of the Funds to the public you shall act as dealer for
your own account, and in no transaction shall you have any authority to act as
agent for any of the Funds or for us.
2. Orders received from you will be accepted by us only at the public offering
price applicable to each order, except for transactions to which a reduced
offering price applies as provided in the then current Prospectus (which term as
used herein shall include the Statement of Additional Information) of the
Fund(s). The minimum dollar purchase of shares of each Fund by any investor
shall be the applicable minimum amount described in the then current Prospectus
of the Fund and no order for less than such amount will be accepted hereunder.
The public offering price shall be the net asset value per share plus the sales
charge, if any, applicable to the transaction, expressed as a percentage of the
public offering price, as determined and effective as of the time specified in
the then current Prospectus of the Fund(s). The procedures relating to the
handling of orders shall be subject to any instructions that we shall forward
from time to time to you. All orders are subject to acceptance or rejection by
us in our sole discretion. You hereby agree to comply with the attached Policies
and Procedures with Respect to the Sales of Shares of Funds Offering Multiple
Classes of Shares.
3. The sales charge applicable to any sale of Fund shares by you and the dealer
concession or commission applicable to any order from you for the purchase of
Fund shares accepted by us shall be set forth in the then current Prospectus of
the Fund. You may be deemed to be an underwriter in connection with sales by you
of shares of the Fund where you receive all or substantially all of the sales
charge as set forth in the Fund's Prospectus, and therefore you may be subject
to applicable provisions of the Securities Act of 1933.
We are entitled to a contingent deferred sales charge ("CDSC") on redemptions of
applicable Classes of shares of the Funds, as described in the then current
Prospectus. You agree that you will sell shares subject to a CDSC and that are
to be held in omnibus accounts only if you are a NETWORKING participant with the
National Securities Clearing Corporation and if such accounts are established
pursuant to a NETWORKING Agreement.
Reduced sales charges or no sales charge may apply to certain transactions under
letter of intent, combined purchases or investments, reinvestment of dividends
and distributions, repurchase privilege, unit investment trust distribution
reinvestment or other programs, as described in the then current Prospectus of
the Fund(s).
4. Rule 12b-1 Plans. The substantive provisions of this Paragraph 4 have been
adopted pursuant to Rule 12b-1 under the Act by certain funds, under plans
pursuant to such Rule (each a "Plan").
(a) You agree to provide (i) for the Funds with a Service Plan, personal
services to investors in shares of the Funds and/or services related to the
maintenance of shareholder accounts and (ii) for those Funds with a Service and
Distribution Plan, both personal services to investors in shares of the funds
and/or services related to the maintenance of shareholder accounts and also
distribution and marketing services in the promotion of Fund shares. As
compensation for these services, we shall pay you, upon receipt by us from the
Fund(s), a quarterly services fee or services fee and distribution fee based on
the average daily net asset value of Fund shares at the rate set forth with
respect to the relevant Class(es) of shares of the Fund(s) in the then current
Prospectus. This fee will be based on the average daily net asset value of Fund
shares which are owned of record by your firm as nominee for your customers or
which are owned by those shareholders whose records, as maintained by the Fund
or its agent and designate your firm as the shareholder's dealer of record. No
such fee will be paid to you with respect to shares purchased by you or your
1
customers and redeemed or repurchased by the Fund or by us as agent within seven
(7) business days after the date of our confirmation of such purchase. No such
fee will be paid to you with respect to any of your customers if the amount of
such fee based upon the value of such customer's Fund shares would be less than
$5.00. Normally, payment of such fee to you shall be made within forty-five (45)
days after the close of each quarter for which such fee is payable.
(b) You shall furnish us and the Fund with such information as shall reasonably
be requested by the Trustees or Directors of the Fund with respect to the fees
paid to you pursuant to this paragraph 4.
(c) The provisions of this Paragraph 4 may be terminated by the vote of a
majority of the Trustees or Directors of the Funds who are not interested
persons of the Funds and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related to the Plan, or by a vote
of a majority of the Fund's outstanding shares, on sixty (60) days' written
notice, without payment of any penalty. Such provisions will be terminated also
by any act that terminates either the Fund's Distributor's Contract or
Underwriting Agreement with us or this Dealer Agreement and shall terminate
automatically in the event of the assignment (as that term is defined in the
Act) of this Dealer Agreement.
(d) The provisions of the Distributor's Contract or Underwriting Agreement
between the Fund and us, insofar as they relate to the Plan, are incorporated
herein by reference. The provisions of this paragraph 4 shall continue in full
force and effect only so long as the continuance of the Plan, the Distributor's
Contract or Underwriting Agreement and these provisions are approved at least
annually by a vote of the Trustees or Directors, including a majority of the
Trustees or Directors who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting thereon.
5. You agree to purchase shares only from us or from your customers. If you
purchase shares from us, you agree that all such purchases shall be made only:
(a) to cover orders already received by you from your customers; (b) for shares
being acquired by your customers pursuant to either the exchange privilege or
the reinvestment privilege, as described in the then current Prospectus of the
Fund; (c) for your own bona fide investment; or (d) for investments by any IRS
qualified pension, profit sharing or other trust established for the benefit of
your employees or for investments in Individual Retirement Accounts established
by your employees, and if you so advise us in writing prior to any sale of Fund
shares pursuant to this subparagraph (d), you agree to waive all your dealer
concessions to all sales of Fund shares pursuant to this subparagraph (d). If
you purchase shares from your customers, you agree to pay such customers not
less than the applicable redemption price as established by the then current
Prospectus of the Fund.
6. You shall sell shares only: (a) to customers at the applicable public
offering price, except for shares being acquired by your customers at net asset
value pursuant to either the exchange privilege or the repurchase privilege as
described in the then current Prospectus of the Fund, and (b) to us as agent for
the Fund at the redemption price. In such a sale to us, you may act as either as
principal for your own account or as agent for your customer. If you act as
principal for your own account in purchasing shares for resale to us, you agree
to pay your customer not less than the price that you receive from us. If you
act as agent for your customer in selling shares to us, you agree not to charge
your customer more than a fair commission or fee for handling the transaction,
except that you agree to receive no compensation of any kind based on the
reinvestment of redemption or repurchase proceeds pursuant to the repurchase
privilege, as described in the current Prospectus of the Fund.
7. You hereby certify that all of your customers' taxpayer identification
numbers ("TIN") or social security numbers ("SSN") furnished to us by you are
correct and that you will not open an account without providing us with the
customer's TIN or SSN.
8. You shall not withhold placing with us orders received from your customers so
as to profit yourself as a result of such withholding; e.g., by a change in the
net asset value from that used in determining the public offering price to your
customers.
9. We will not accept from you any conditional orders for shares.
10. If any Fund shares sold to you or your customers under the terms of this
Agreement are redeemed by the Fund or repurchased by us as agent for the Fund
within seven (7) business days after the date of our confirmation of the
original purchase by you or your customers, it is agreed that you shall forfeit
your right to the dealer concession or commission received by you on such Fund
shares. We will notify you of any such repurchase or redemption within ten (10)
2
business days after the date thereof and you shall forthwith refund to us the
entire concession or commission allowed or paid to you on such sale. We agree,
in the event of any such repurchase or redemption, to refund to the Fund the
portion of the sales charge, if any, retained by us and, upon receipt from you
of the concession allowed to you on Class A Shares, to pay such refund forthwith
to the Fund.
11. Payment for Fund shares sold to you shall be made on or before the
settlement date specified in our confirmation, at the office of our clearing
agent, and by check payable to the order of the Fund, which reserves the right
to delay issuance, redemption or transfer of shares until such check has
cleared. If such payment is not received by us, we reserve the right, without
notice, forthwith either to cancel the sale, or at our option, or to sell the
shares ordered back to the Fund, in which case you shall bear any loss resulting
from your failure to make payment as aforesaid.
12. You will also act as principal in all purchases by a shareholder for whom
you are the dealer of record of fund shares with respect to payments sent
directly by such shareholder to the Shareholder Services and Transfer agent (the
"Agent") specified in the then current Prospectus of the Fund, and you authorize
and appoint the Agent to execute and confirm such purchases to such shareholders
on your behalf. The Agent will remit not less frequently than monthly to you the
amount of any concessions due with respect to such purchases, except that no
concessions will be paid to you on any transaction for which your net sales
concession is less than $5.00 in any one month. You also represent that with
respect to all such direct purchases by such shareholder, you may lawfully sell
shares of such Fund in the state designated as such shareholder's record
address.
13. Stock certificates for shares sold to you shall be issued only if
specifically requested and upon terms specified from time to time by the
Trustees of the Fund. If no open account registration or transfer instructions
are received by the Agent within 20 days after payment by you for shares sold to
you, an open account for such shares will be established in your name. You agree
to hold harmless and indemnify us, the Agent and the Fund, for any loss or
expenses resulting from such open account registration of such shares.
14. No person is authorized to make any representations concerning shares of the
Funds except those contained in the then current Prospectuses of the Funds and
in sales literature issued by us supplemental to such Prospectuses. In
purchasing shares from us, you shall rely solely on the representations
contained in such Prospectuses and such sales literature. We will furnish you
with additional copies of such Prospectuses and such sales literature and other
releases and information issued by us in reasonable quantities upon request.
If, with prior approval from us, you use any advertisement or sales literature
which has not been supplied by us, you are responsible for ensuring that the
material complies with all applicable regulations and has been filed with the
appropriate authorities. Also, you will send us copies of all such materials
within (10) days after first use.
You shall indemnify and hold us (and our directors, officers, employees,
controlling persons and agents) harmless from and against any and all losses,
claims, liabilities and expenses (including reasonable attorneys'
fees)("Losses") incurred by us or any of them arising out of (i) your
dissemination of information regarding any Fund that is alleged to contain an
untrue statement of material fact or any omission of a material fact necessary
in order to make the statements made, in light of the circumstances under which
they were made, not misleading and that was not published or provided to you by
or on behalf of us, or accurately derived from information published or provided
by or on behalf of us or any of our Affiliates, (ii) any breach by you of any
representation, warranty or agreement contained in this Agreement, or (iii) any
willful misconduct or negligence on your part in the performance of, or failure
to perform, your obligations under this Agreement, except to the extent such
losses are caused by our breach of this Agreement or our willful misconduct or
negligence in the performance, or failure to perform, our obligations under this
Agreement. This Section (14) shall survive termination of this Agreement.
15. The Fund reserves the right in its discretion and we reserve the right in
our discretion, without notice, to refuse any order for the purchase of Fund
shares for any reason whatsoever, and to suspend sales or withdraw the offering
of Fund shares (or shares of any class(es)) entirely. We reserve the right, by
written notice to you, to amend, modify, cancel or assign this Dealer Agreement.
Notice for all purposes shall be deemed to be given when mailed or
electronically transmitted to you.
16. This Dealer Agreement shall replace any prior agreement between you and us
or any of our predecessor entities (including but not limited to Nvest Funds
Distributor, L.P., New England Funds, L.P., TNE Investment Services Corporation,
and Investment Trust of Boston Distributors, Inc.) and is conditioned upon your
representation and warranty that you are (i) a member of the National
Association of Securities Dealers, Inc. (NASD) or a Registered Investment
Advisor, or, (ii) that you are ineligible for NASD membership because you are a
foreign dealer, in either case you agree that, in making any sales to purchasers
3
within the United States of securities acquired from us, you will conform to the
provisions of paragraphs (a) and (b) of Rule 2420 of the NASD's Conduct Rules.
You and we agree to abide by the Rules and Regulations of the NASD. Including
without limitation Conduct Rules 2310, 3110, and 2830, and all applicable state
and federal laws, rules and regulations.
You will not offer Fund shares for sale in any state (a) where they are not
qualified for sale under the blue sky laws and regulations of such state or (b)
where you are not qualified to act as a dealer or advisor.
In the event that you offer fund shares outside the United States, you agree to
comply with the applicable laws, rules and regulations of the foreign government
having jurisdiction over such sales, including any regulations of United States
military authorities applicable to solicitations to military personnel.
17. In accordance with Regulation S-P, if non-public personal information
regarding either party's customers or consumers is disclosed to the other party
in connection with this Agreement, the party receiving such information will not
disclose or use that information other than as necessary to carry out the
purposes of this Agreement.
18. All communications to us should be sent to the above address. Any notice to
you shall be duly given if mailed or telegraphed to you at the address specified
by you below. This Agreement shall be effective when accepted by you below and
shall be governed by and construed under the laws of the Commonwealth of
Massachusetts.
Accepted: CDC IXIS Asset Management Distributors, L.P.
__________________________________ By:___________________________________
Dealer's Name
Address
----------------------------------
By:_______________________________
Authorized Signature of Dealer
----------------------------------
(Please print name)
Date:_____________________________
4
POLICIES AND PROCEDURES WITH RESPECT TO SALES OF FUNDS OFFERING MULTIPLE CLASSES
OF SHARES
In connection with the offering of certain Funds (the "Funds") with multiple
classes of shares, one subject to a front-end sales load and a service fee or
service and distribution fee ("Class A shares"), one subject to a service fee, a
distribution fee, no front-end sales load and a contingent deferred sales charge
("CDSC") on redemptions within a time period specified in the then current
Prospectus of the Fund ("Class B shares"), one subject to a front-end sales
load, service fee, distribution fee and a CDSC if redeemed in the first year
("Class C shares") and one intended only for certain institutional investors and
subject to no front-end sales load ("Class Y shares"), an investor must choose
the method of purchasing shares which best suits his/her particular
circumstances. To assist investors in these decisions, the Distributor has
instituted the following policies with respect to orders for Fund shares. These
policies apply to each Broker-Dealer and Advisor distributing Fund shares.
1. No purchase order may be placed for Class B shares if the amount of the
orders equals or exceeds $1,000,000 or the order is eligible for a net
asset value purchase price (i.e. no front-end sales charge) of Class A
shares, as provided in the Prospectus.
2. No purchase order may be placed for Class C shares if the amount of the
order equals or exceeds $1,000,000 or the order is eligible for a net
asset value purchase price (i.e. no front-end sales charge) of Class A
shares unless the investor indicates on the relevant section of the
application that the investor has been advised of the relative
advantages and disadvantages of Class A and C shares.
3. Any purchase order for less than $1,000,000 may be for either Class A,
B or C shares in light of the relevant facts and circumstances,
including:
a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his/her
shares; and
c) any other relevant circumstances such as the availability of
purchase under a Letter of Intent, Breakpoints (a volume
discount), or Rights of Accumulation, as described in the
Prospectus.
4. The following types of investors are eligible only to purchase Class Y
shares, so long as they meet the minimum initial investment standard:
a) tax-qualified retirement plans ($2,000,000 minimum initial
investment);
b) endowments, foundations and other tax-qualified organizations
($1,000,000 minimum initial investment); c) separate accounts
of certain insurance companies (no minimum); d) omnibus
accounts of retirement plans with at least 500 eligible plan
participants and $1,000,000 of plan assets.
Institutional investors described above who will not make the initial minimum
investment amount are eligible to invest in Class A, B or C shares. They should
be advised, however, of the lower fees and expenses applicable to Class Y shares
and should consider whether a larger investment, to meet the Class Y
requirements, would be appropriate and desirable for their circumstances.
There are instances when purchasing one class of shares may be more appropriate
than the others. For example, investors who would qualify for a significant
discount from the maximum sales load on Class A shares may determine that
payment of such a reduced front-end sales load and service fee is preferable to
payment of a higher ongoing distribution fee. Investors whose orders would not
qualify for such a discount and who anticipate holding their investment for more
than eight years might consider Class B shares because 100% of the purchase
price is invested immediately. Investors making smaller investments who
anticipate redeeming their shares within eight years might consider Class C
shares for the same reason.
Appropriate supervisory personnel within your organization must ensure that all
employees and representatives receiving investor inquiries about the purchase of
shares of a Fund advise the investor of then available pricing structures
offered by the Funds, and the impact of choosing one class of shares over
another. In some instances it may be appropriate for a supervisory person to
discuss a purchase with the investor.
This policy is effective with respect to any order for the purchase of shares of
a Fund offering multiple classes of shares.
Questions relating to this policy should be directed to John T. Hailer,
President and Chief Executive Officer, CDC IXIS Asset Management Distributors,
L.P. at (617) 449-2500.
5
EX-99.H
23
exhh12.txt
EXHIBIT (H)(12)
Exhibit (h)(12)
September 1, 2001
CDC Nvest Funds Trust I
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
Boston, MA 02116
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
CDC IXIS Asset Management Advisers, L.P. notifies you that it will
waive its management fee (and, to the extent necessary, bear other expenses of
the Funds listed below) through the relevant dates listed below to the extent
that expenses of each class of a Fund, exclusive of brokerage, interest, taxes
and deferred organizational and extraordinary expenses, would excess the
following annual rates:
Name of Fund Expense Cap
MAY 1, 2001-MAY 1, 2002:
CDC Nvest Bullseye Fund 1.75% for Class A shares
2.50% for Class B shares
2.50% for Class C shares
CDC Nvest Large Cap Value Fund 1.50% for Class A shares
2.25% for Class B shares
2.25% for Class C shares
CDC Nvest Massachusetts Tax Free 1.40% for Class A shares
Income Fund 2.05% for Class B shares
CDC Nvest Short Term Corporate 0.90% for Class A shares
Income Fund 1.65% for Class B shares
1.65% for Class C shares
0.60% for Class Y shares
1
Name of Fund Expense Cap
NOVEMBER 19, 2001-APRIL 30, 2003:
CDC Nvest Large Cap Growth Fund 1.40% for Class A shares
2.15% for Class B shares
2.15% for Class C shares
1.15% for Class Y shares
CDC Nvest Star Growth Fund 1.50% for Class A shares
2.25% for Class B shares
2.25% for Class C shares
1.25% for Class Y shares
DECEMBER 3, 2001-DECEMBER 31, 2003:
CDC Nvest Balanced Fund 0.95% for Class Y shares
DECEMBER 3, 2001-DECEMBER 31, 2004:
CDC Nvest Jurika & Voyles 1.50% for Class A shares
Relative Value Fund 2.25% for Class B shares
2.25% for Class C shares
1.25% for Class Y shares
CDC Nvest Jurika & Voyles Small Cap 1.50% for Class Y shares
Growth Fund (formerly CDC Nvest
Bullseye Fund)
2
With respect to each Fund, CDC IXIS Asset Management Advisers, L.P.
shall be permitted to recover expenses it has borne subsequent to the effective
date of this agreement (whether through reduction of its management fee or
otherwise) in later periods to the extent that a Fund's expenses fall below the
annual rates set forth above. Provided, however, that a Fund is not obligated to
pay any such deferred fees more than one year after the end of the fiscal year
in which the fee was deferred.
During the period covered by this letter agreement, the expense cap
arrangement set forth above for each of the Funds may only be modified by a
majority vote of the "non-interested" Trustees of the Trusts affected.
For purposes of determining any such waiver or expense reimbursement,
expenses of the class of the Funds shall not reflect the application of balance
credits made available by the Funds' custodian or arrangements under which
broker-dealers that execute portfolio transactions for the Funds' agree to bear
some portion of Fund expenses.
We understand and intend that you will rely on this undertaking in
preparing and filing the Registration Statements on Form N-1A for the above
referenced Funds with the Securities and Exchange Commission, in accruing each
Fund's expenses for purposes of calculating its net asset value per share and
for other purposes permitted under Form N-1A and/or the Investment Company Act
of 1940, as amended, and expressly permit you to do so.
CDC IXIS Asset Management Advisers, L.P.
By: _____________
John E. Pelletier
Title: Senior Vice President,
General Counsel, Secretary & Clerk
EX-99.H
24
exhh16.txt
EXHIBIT (H)(16)
Exhibit (h)(16)
AMENDED AND RESTATED EXCLUSIVE SECURITIES LENDING ARRANGEMENT between CREDIT
SUISSE FIRST BOSTON CORPORATION ("Borrower"), and each of CDC NVEST FUNDS TRUST
I (f/k/a NVEST FUNDS TRUST I), ON BEHALF OF ITS CAPITAL GROWTH FUND,
INTERNATIONAL EQUITY FUND, STAR ADVISERS FUND, STAR WORLDWIDE FUND and STAR
SMALL CAP FUND, and CDC NVEST FUNDS TRUST III (f/k/a NVEST FUNDS TRUST III), ON
BEHALF OF ITS BULLSEYE FUND, LARGE CAP VALUE FUND, EQUITY RESEARCH FUND, MID CAP
GROWTH FUND and SELECT FUND (each, a "Lender" and, collectively, "Lenders")
As of April 1, 2001
WHEREAS, Credit Suisse First Boston, New York Branch (the "Manager")
and Lenders have entered into the Securities Lending Management Agreement dated
as of November 9, 2000 between Manager and the Lenders, as such agreement may be
amended and supplemented from time to time (the "SLMA"), whereby Manager shall
act as securities lending agent for each Lender's equity assets; and
WHEREAS, Borrower and each Lender entered into a securities lending
program on a principal basis for Lender's equity assets in accordance with the
terms of an Exclusive Securities Lending Arrangement, dated November 9, 2000,
(the "Original Agreement") and the Master Securities Loan Agreement dated as of
September 19, 1999 between Manager and Borrower, as such agreement may be
amended and supplemented from time to time (the "Loan Agreement"); and
WHEREAS, a Material Change (as defined in the Original Agreement)
occurred, following which Borrower and Lender re-negotiated and reformed the
terms of the Original Agreement, which terms are set out in this Amended and
Restated Exclusive Securities Lending Arrangement (the "Amended Agreement").
NOW, THEREFORE, for value received and in order to induce the parties
to enter into the arrangement contemplated hereby, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties mutually agree as follows:
1. DEFINITIONS.
For the purposes hereof:
a. "Business Day" shall mean a day on which Custodian is or is
required to be and Manager is open for business.
b. "Custodian" shall mean State Street Bank and Trust Company and
any successor thereto or any other entity identified by a Lender
to Borrower in writing.
c. "Loan" shall mean each loan of a Loanable Security to Borrower
pursuant to the Loan Agreement.
d. "Loanable Security" shall have the meaning ascribed to it in the
SLMA.
1
e. "Loaned Security" shall mean each security that is the subject of
a Loan.
f. "Material Change" shall mean, as of any date of determination,
(a) a decrease in excess of 20% of the market value of the
Loanable Securities of a Lender calculated by reference to the
market value of such Loanable Securities as of March 30, 2001 (as
set forth in Annex I hereto), (b) a change implemented after the
date hereof in the investment strategy of a Lender requiring
shareholder approval, or (c) the monthly portfolio turnover for a
Lender in any given month (beginning with the month of April
2001) is in excess of 20% over the average monthly turnover (as
calculated by Morningstar, Inc.) for the asset class relating to
such Lender.
g. "Trust" shall mean each of CDC Nvest Funds Trust I and CDC Nvest
Funds Trust III. h. "US Government Securities" shall mean
securities issued or guaranteed as to principal and interest by
the United States government, its agencies, instrumentalities and
establishments.
To the extent of any discrepancy between the provisions of this Amended
Agreement and the SLMA, the provisions of this Amended Agreement shall prevail.
2. EXCLUSIVE ARRANGEMENT.
a. Each Lender shall during the term of this Amended Agreement provide
Borrower with exclusive use of the Loanable Securities for securities lending
purposes and Lender shall not enter into a securities lending arrangement with
another party regarding the Loanable Securities. Each Lender shall make
available to Borrower 100% of its Loanable Securities provided that at no point
shall the value of the Loaned Securities from each such Lender exceed 30% of the
market value of such Lender's total portfolio of Loanable Securities (which such
portfolio shall include the collateral posted by the Borrower relating to such
Loanable Securities). Borrower will act as principal borrower with respect to
such Loanable Securities.
b. Borrower shall receive (no less frequently than on a daily basis) a
statement or an electronic transmission identifying issuer (CUSIP/SEDOL) and
quantity of Loanable Securities.
3. FEES.
In consideration of the exclusive use of the Loanable Securities,
Borrower shall pay to each Lender such Lender's share ("Lender's Share") of
$7,439,000 minus the amount of $2,665,639.68 previously paid to the Lenders as
of March 30, 2001 under the Original Agreement (the "Fee"). The Fee shall be
paid in United States Dollars in nine (9) equal monthly installments beginning
on the last business day in April 2001 and ending on the last business day of
December 2001, in the amounts specified in Annex I (the "Monthly Payments");
provided, however, that in the event that this Amended Agreement or the SLMA is
terminated, the monthly payment payable to each Lender for the month that
includes the date of termination shall equal an amount equal to the product of
(1) such Lender's Monthly Payment times (2) the actual number of days elapsed in
the month that includes such date of termination divided by 30.
2
4. TERMINATION.
Subject to the termination rights provided in Sections 7 and 10 hereof,
this Amended Agreement shall commence on the date hereof and shall terminate on
December 31, 2001; provided, however, that either party may terminate this
Amended Agreement upon five (5) days written notice in the event of a material
financial deterioration of the other party (as determined in the reasonable
discretion of the party making such determination). For the purposes of the
following provisions, the party who elects to terminate the Amended Agreement
pursuant to Section 7 or Section 10 hereof is referred to here as the "Sender"
and the party who receives such notice is referred to here as the "Recipient".
The termination date designated by Sender pursuant to this Section 4 shall be no
less than five (5) Business Days after the date the Recipient receives a
termination notice from the Sender.
Upon receipt of notice of termination the following shall occur: (i)
the designated Loaned Securities shall no longer be considered loaned and the
Fee shall cease to accrue with respect to such Loaned Securities as described in
paragraph 3 above and (ii) the relevant Loans shall be recalled and the
designated Loaned Securities returned according to the terms of the Loan
Agreement.
5. NOTICES.
All notices shall be given to the party entitled to receive such
notices at the addresses, telephone numbers and facsimile numbers set forth on
Annex II hereto and shall be effective only when received.
6. REPRESENTATIONS AND WARRANTIES.
The Borrower and each Lender represent and warrant respectively that (i)
it has the power to execute and deliver this Amended Agreement, to enter into
the transactions contemplated hereby, and to perform its obligations hereunder,
(ii) it has taken all necessary action to authorize such execution, delivery,
and performance, (iii) this Amended Agreement constitutes a legal, valid, and
binding obligation enforceable against Borrower and such Lender and (iv) the
persons executing this Amended Agreement on behalf of Borrower and such Lender
have been duly and properly authorized to do so.
7. SUSPENSION OF SECURITIES LENDING.
If by reason of a regulatory, legal, political or any other event a
Lender suspends securities lending, and/or the securities lending business in
the United States or any other country that is the subject of this arrangement
is restricted or terminated, both parties will use their best efforts to
negotiate a new arrangement for a period of thirty (30) days (or longer upon
mutual agreement of the parties) to reflect the changed business environment. If
the parties fail to reach an agreement following such negotiations, either party
may terminate this Amended Agreement as provided in Section 4 hereof.
3
8. INSTRUCTIONS TO MANAGER.
Lender shall authorize Manager to act on authorized instructions from
Borrower with respect to transactions reasonably contemplated under this Amended
Agreement, including without limitation instructions related to lending
securities and transferring collateral.
9. ANNOUNCEMENT OF ARRANGEMENT.
Upon execution of the SLMA, Borrower maintains the right to publicly
announce the arrangements described therein subject to the Lenders' prior
approval.
10. OCCURRENCE OF MATERIAL CHANGE.
Upon the occurrence of a Material Change relating to a Lender, then
Borrower shall give written notice to the relevant Lender of such Material
Change. Borrower and such Lender shall use their best efforts to negotiate a new
arrangement between Borrower and such Lender for a period of thirty (30) days
(or longer upon the mutual agreement of such parties). If Borrower and the
Lender fail to reach an agreement following such negotiations, Borrower may
terminate this Amended Agreement with respect to such Lender as provided in
Section 4 hereof.
11. ENTIRE AGREEMENT; MODIFICATION OR AMENDMENT.
This Amended Agreement constitutes the entire agreement of the parties
with respect to its subject matter and supersedes all prior oral or written
agreements in regard thereto.
12. GOVERNING LAW.
This Amended Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
13. LENDER REPRESENTATION AND NOTIFICATION.
Each Lender represents and warrants that a copy of the Agreement and
Declaration of Trust of each Trust is on file with the Secretary of State of the
Commonwealth of Massachusetts. Notice is hereby given by the Lenders that this
Amended Agreement is executed on behalf of the trustees of the Trusts as
trustees and not individually, and that the obligations of or arising out of
this Amended Agreement are not binding upon any of the trustees, officers, or
shareholders individually of such Trust but are binding only upon the assets and
property of the respective series of the respective Trust.
4
IN WITNESS WHEREOF, each of the parties has caused this Amended
Agreement to be executed in its name and behalf by its duly authorized
representative as of the 1st day of April, 2001.
CDC NVEST FUNDS TRUST I, ON BEHALF OF ITS Capital Growth Fund, International
Equity Fund, Star AdvisErs Fund, Star Worldwide Fund and Star Small Cap Fund
By: /s/ Thomas P. Cunningham
------------------------
Name: Thomas P. Cunningham
Title: Treasurer
CDC NVEST FUNDS TRUST III, ON BEHALF OF ITS Bullseye Fund, LARGE CAP VALUE Fund,
Equity Research Fund, Mid Cap Growth Fund and Select Fund
By: /s/ Thomas P. Cunningham
------------------------
Name: Thomas P. Cunningham
Title: Treasurer
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Robert S. Sloan
Name: Robert S. Sloan
Title: Managing Director
5
ANNEX I
List of Funds and Their Shares
Amount paid as of March 30, 2001: $2,665,639.68
-------------------------------------- ------------------------------ ----------------------- --------------------------------
CDC NVEST FUNDS TRUST I Lender's Share of Total Fee Monthly Payment Market Value of Loanable
-----------------------
Remaining to be Paid Securities for Purposes of
($4,705,985.00) Section 1(f) (as of March 30,
2001)
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Capital Growth Fund $42,992.00 $4,777.00 $158,263,226.55
-------------------------------------- ------------------------------ ----------------------- --------------------------------
International Equity Fund $30,158.00 $3,351.00 $73,851,368.00
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Star Advisers Fund $2,419,084.00 $268,787.00 $1,133,630,930.23
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Star Worldwide Fund $1,925,001.00 $213,889.00 $108,326,632.89
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Star Small Cap Fund $288,750.00 $32,083.00 $118,375,348.03
-------------------------------------- ------------------------------ ----------------------- --------------------------------
-------------------------------------- ------------------------------ ----------------------- --------------------------------
CDC NVEST FUNDS TRUST III Lender's Share of Total Fee Monthly Payment Market Value of Loanable
-------------------------
Remaining to be Paid Securities for Purposes of
($67,376.00) Section 1(f) (as of March 30,
2001)
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Bullseye Fund $25,667.00 $2,852.00 $14,634,584.45
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Large Cap Value Fund $22,458.00 $2,495.00 $18,067,678.87
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Equity Research Fund $0 $0 $0
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Mid Cap Growth Fund $9,625.50 $1,069.50 $1,422,375.00
-------------------------------------- ------------------------------ ----------------------- --------------------------------
Select Fund $9,625.50 $1,069.50 $14,014,506.00
-------------------------------------- ------------------------------ ----------------------- --------------------------------
6
ANNEX II
Addresses for Notices
Borrower:
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Attn: Daniel H. Miller
Telephone: 212-325-8665
Facsimile: 212-325-8170
for Legal Notices, with a copy to:
Gabriella Morizio, Esq.
Credit Suisse First Boston Corporation
One Madison Avenue
New York, NY 10010
Telephone: 212-325-9646
Facsimile: 212-325-8219
Lender:
CDC Nvest Funds Trust I
CDC Nvest Funds Trust III
c/o CDC IXIS Asset Management Services, Inc.
399 Boylston Street
Boston, MA 02116
Attn: John Pelletier
Telephone: 617-449-2801
Facsimile: 617-369-9700
7
EX-99.I
25
exhi7.txt
EXHIBIT (I)(7)
Exhibit (i)(7)
October 12, 2001
CDC Nvest Funds Trust I
399 Boylston Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest, without par value, of each of your CDC Nvest Large Cap
Growth Fund series, CDC Nvest Jurika & Voyles Relative Value Fund series and CDC
Nvest Star Growth Fund series ("Shares"), at not less than net asset value.
We have examined an executed copy of your Amended and Restated
Agreement and Declaration of Trust dated January 24, 1992, as amended (as so
amended, the "Declaration of Trust"), and are familiar with the actions taken by
your trustees to authorize the issue and sale to the public from time to time of
authorized and unissued Shares. We have further examined a copy of your By-Laws
and such other documents and records as we have deemed necessary for the purpose
of this opinion.
Based on the foregoing, we are of the opinion that:
1. The beneficial interest in each of your CDC Nvest Large Cap Growth
Fund series, CDC Nvest Jurika & Voyles Relative Value Fund series and CDC Nvest
Star Growth Fund series is divided into an unlimited number of Shares.
2. The issue and sale of the authorized but unissued Shares has been
duly authorized under Massachusetts law. Upon the original issue and sale of any
of such authorized but unissued Shares and upon receipt of the authorized
consideration therefor in an amount not less than the applicable net asset
value, the Shares so issued will be validly issued, fully paid and nonassessable
by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the Trust
or its trustees. The Declaration of Trust provides for indemnification out of
the property of the Trust (or of the particular series of shares) for all loss
and expense of any shareholder of the Trust (or series) held personally liable
solely by reason of his or her being or having been such a shareholder. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust (or series) itself
would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act. We consent to the filing of this opinion with and as part of your
Registration Statement on Form N-1A (File No. 2-98326) relating to such offering
and sale.
Very truly yours,
/s/ Ropes & Gray
ROPES & GRAY
EX-99.M
26
exhm13a.txt
EXHIBIT (M)(13)(A)
Exhibit (m)(13)(a)
CDC NVEST LARGE CAP GROWTH FUND
CLASS A SERVICE PLAN
This Plan (the "Plan") constitutes the Service Plan relating to the
Class A shares of CDC Nvest Large Cap Growth Fund (the "Series"), a series of
CDC Nvest Funds Trust I, a Massachusetts business trust (the "Trust").
Section 1. The Trust, on behalf of the Series, will pay to CDC IXIS
Asset Management Distributors, L.P., a Delaware limited partnership which acts
as the Principal Distributor of the Series' shares, or such other entity as
shall from time to time act as the Principal Distributor of the Series' shares
(the "Distributor"), a fee (the "Service Fee") for expenses borne by the
Distributor in connection with the provision of personal services provided to
investors in Class A shares of the Series and/or the maintenance of shareholder
accounts, at an annual rate not to exceed 0.25% of the Series' average daily net
assets attributable to the Class A shares. Subject to such limit and subject to
the provisions of Section 7 hereof, the Service Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Service Fee shall be accrued daily and paid monthly or at such
other intervals as the Trustees shall determine. All payments under this Service
Plan are intended to qualify as "service fees" as defined in Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
(or any successor provision) as in effect from time to time.
Section 2. The Service Fee may be paid only to reimburse the
Distributor for expenses of providing personal services to investors in Class A
shares of the Series, including, but not limited to, (i) expenses (including
overhead expenses) of the Distributor for providing personal services to
investors in Class A shares of the Series or in connection with the maintenance
of shareholder accounts and (ii) payments made by the Distributor to any
securities dealer or other organization (including, but not limited to, any
affiliate of the Distributor) with which the Distributor has entered into a
written agreement for this purpose, for providing personal services to investors
in Class A shares of the Series and/or the maintenance of shareholder accounts,
which payments to any such organization may be in amounts in excess of the cost
incurred by such organization in connection therewith.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
1
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class A shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Independent Trustees or by vote of
a majority of the outstanding Class A shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event
of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Section 1 hereof without approval by a
vote of at least a majority of the outstanding Class A shares of the Series, and
all material amendments of this Plan shall be approved in the manner provided
for continuation of this Plan in Section 3.
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class A shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
2
EX-99.M
27
exhm13b.txt
EXHIBIT (M)(13)(B)
Exhibit (m)(13)(b)
CDC NVEST LARGE CAP GROWTH FUND
CLASS B DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Large Cap Growth Fund (the
"Series"), a series of CDC Nvest Funds Trust I, a Massachusetts business trust
(the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class B shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class B
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class B shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class B shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class B shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class B shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class B shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class B
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class B shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
1
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class B shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class B shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class B shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
2
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class B shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
3
EX-99.M
28
exhm13c.txt
EXHIBIT (M)(13)(C)
Exhibit (m)(13)(c)
CDC NVEST LARGE CAP GROWTH FUND
CLASS C DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class C shares of CDC Nvest Large Cap Growth Fund (the
"Series"), a series of CDC Nvest Funds Trust I, a Massachusetts business trust
(the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class C shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class C
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class C shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class C shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class C shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class C shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class C shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class C
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class C shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
1
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class C shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class C shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class C shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class C shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in
the event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class C shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
2
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class C shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
3
EX-99.M
29
exhm14a.txt
EXHIBIT (M)(14)(A)
Exhibit (m)(14)(a)
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
CLASS A SERVICE PLAN
This Plan (the "Plan") constitutes the Service Plan relating to the
Class A shares of CDC Nvest Jurika & Voyles Relative Value Fund (the "Series"),
a series of CDC Nvest Funds Trust I, a Massachusetts business trust (the
"Trust").
Section 1. The Trust, on behalf of the Series, will pay to CDC IXIS
Asset Management Distributors, L.P., a Delaware limited partnership which acts
as the Principal Distributor of the Series' shares, or such other entity as
shall from time to time act as the Principal Distributor of the Series' shares
(the "Distributor"), a fee (the "Service Fee") for expenses borne by the
Distributor in connection with the provision of personal services provided to
investors in Class A shares of the Series and/or the maintenance of shareholder
accounts, at an annual rate not to exceed 0.25% of the Series' average daily net
assets attributable to the Class A shares. Subject to such limit and subject to
the provisions of Section 7 hereof, the Service Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Service Fee shall be accrued daily and paid monthly or at such
other intervals as the Trustees shall determine. All payments under this Service
Plan are intended to qualify as "service fees" as defined in Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
(or any successor provision) as in effect from time to time.
Section 2. The Service Fee may be paid only to reimburse the
Distributor for expenses of providing personal services to investors in Class A
shares of the Series, including, but not limited to, (i) expenses (including
overhead expenses) of the Distributor for providing personal services to
investors in Class A shares of the Series or in connection with the maintenance
of shareholder accounts and (ii) payments made by the Distributor to any
securities dealer or other organization (including, but not limited to, any
affiliate of the Distributor) with which the Distributor has entered into a
written agreement for this purpose, for providing personal services to investors
in Class A shares of the Series and/or the maintenance of shareholder accounts,
which payments to any such organization may be in amounts in excess of the cost
incurred by such organization in connection therewith.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
1
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class A shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Independent Trustees or by vote of
a majority of the outstanding Class A shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event
of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Section 1 hereof without approval by a
vote of at least a majority of the outstanding Class A shares of the Series, and
all material amendments of this Plan shall be approved in the manner provided
for continuation of this Plan in Section 3.
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class A shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
2
EX-99.M
30
exhm14b.txt
EXHIBIT (M)(14)(B)
Exhibit (m)(14)(b)
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
CLASS B DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Jurika & Voyles Relative Value Fund
(the "Series"), a series of CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class B shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class B
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class B shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class B shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class B shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class B shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class B shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class B
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class B shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
1
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class B shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class B shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in
the event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class B shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
2
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class B shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
3
EX-99.M
31
exhm14c.txt
EXHIBIT (M)(14)(C)
Exhibit (m)(14)(c)
CDC NVEST JURIKA & VOYLES RELATIVE VALUE FUND
CLASS C DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class C shares of CDC Nvest Jurika & Voyles Relative Value Fund
(the "Series"), a series of CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class C shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class C
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class C shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class C shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class C shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class C shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class C shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class C
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class C shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
1
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class C shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class C shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class C shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class C shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in
the event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class C shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
2
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class C shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
3
EX-99.M
32
exhm15a.txt
EXHIBIT (M)(15)(A)
Exhibit (m)(15)(a)
CDC NVEST STAR GROWTH FUND
CLASS A SERVICE PLAN
This Plan (the "Plan") constitutes the Service Plan relating to the
Class A shares of CDC Nvest Star Growth Fund (the "Series"), a series of CDC
Nvest Funds Trust I, a Massachusetts business trust (the "Trust").
Section 1. The Trust, on behalf of the Series, will pay to CDC IXIS
Asset Management Distributors, L.P., a Delaware limited partnership which acts
as the Principal Distributor of the Series' shares, or such other entity as
shall from time to time act as the Principal Distributor of the Series' shares
(the "Distributor"), a fee (the "Service Fee") for expenses borne by the
Distributor in connection with the provision of personal services provided to
investors in Class A shares of the Series and/or the maintenance of shareholder
accounts, at an annual rate not to exceed 0.25% of the Series' average daily net
assets attributable to the Class A shares. Subject to such limit and subject to
the provisions of Section 7 hereof, the Service Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Service Fee shall be accrued daily and paid monthly or at such
other intervals as the Trustees shall determine. All payments under this Service
Plan are intended to qualify as "service fees" as defined in Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
(or any successor provision) as in effect from time to time.
Section 2. The Service Fee may be paid only to reimburse the
Distributor for expenses of providing personal services to investors in Class A
shares of the Series, including, but not limited to, (i) expenses (including
overhead expenses) of the Distributor for providing personal services to
investors in Class A shares of the Series or in connection with the maintenance
of shareholder accounts and (ii) payments made by the Distributor to any
securities dealer or other organization (including, but not limited to, any
affiliate of the Distributor) with which the Distributor has entered into a
written agreement for this purpose, for providing personal services to investors
in Class A shares of the Series and/or the maintenance of shareholder accounts,
which payments to any such organization may be in amounts in excess of the cost
incurred by such organization in connection therewith.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
1
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class A shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Independent Trustees or by vote of
a majority of the outstanding Class A shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event
of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Section 1 hereof without approval by a
vote of at least a majority of the outstanding Class A shares of the Series, and
all material amendments of this Plan shall be approved in the manner provided
for continuation of this Plan in Section 3.
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class A shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
2
EX-99.M
33
exhm15b.txt
EXHIBIT (M)(15)(B)
Exhibit (m)(15)(b)
CDC NVEST STAR GROWTH FUND
CLASS B DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class B shares of CDC Nvest Star Growth Fund (the "Series"), a
series of CDC Nvest Funds Trust I, a Massachusetts business trust (the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class B shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class B
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class B shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class B shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class B shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class B shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class B shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class B
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class B shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
1
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class B shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class B shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class B shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class B shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class B shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
2
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class B shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
3
EX-99.M
34
exhm15c.txt
EXHIBIT (M)(15)(C)
Exhibit (m)(15)(c)
CDC NVEST STAR GROWTH FUND
CLASS C DISTRIBUTION AND SERVICE PLAN
This Plan (the "Plan") constitutes the Distribution and Service Plan
relating to the Class C shares of CDC Nvest Star Growth Fund (the "Series"), a
series of CDC Nvest Funds Trust I, a Massachusetts business trust (the "Trust").
Section 1. Service Fee. The Trust, on behalf of the Series, will pay to
CDC IXIS Asset Management Distributors, L.P. ("CID"), a Delaware limited
partnership which acts as the Principal Distributor of the Series' shares, or
such other entity as shall from time to time act as the Principal Distributor of
the Series' shares (the "Distributor"), a fee (the "Service Fee") at an annual
rate not to exceed 0.25% of the Series' average daily net assets attributable to
the Class C shares. Subject to such limit and subject to the provisions of
Section 7 hereof, the Service Fee shall be as approved from time to time by (a)
the Trustees of the Trust and (b) the Independent Trustees of the Trust;
provided, however, that no Service Fee or other fee that is a "service fee" as
defined in Section 26 of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (or any successor provision thereto) as in effect
from time to time (the "NASD Rule") shall be paid, with respect to Class C
shares of the Series, to CID (or to any affiliate of CID, or to any other person
in circumstances where substantially all of the services and functions relating
to the distribution of Class C shares of the Series have been delegated to, or
are being performed by, CID or an affiliate of CID), under this Plan or
otherwise, if the Distribution Fee is terminated or is reduced below the rate
set forth in Section 2. The Service Fee shall be accrued daily and paid monthly
or at such other intervals as the Trustees shall determine. The Distributor may
pay all or any portion of the Service Fee to securities dealers or other
organizations (including, but not limited to, any affiliate of the Distributor)
as service fees pursuant to agreements with such organizations for providing
personal services to investors in Class C shares of the Series and/or the
maintenance of shareholder accounts, and may retain all or any portion of the
Service Fee as compensation for providing personal services to investors in
Class C shares of the Series and/or the maintenance of shareholder accounts. All
payments under this Section 1 are intended to qualify as "service fees" as
defined in the NASD Rule.
Section 2. Distribution Fee. In addition to the Service Fee, the Trust,
on behalf of the Series, will pay to the Distributor a fee (the "Distribution
Fee") at an annual rate of 0.75% (unless reduced as contemplated by and
permitted pursuant to the next sentence hereof) of the Series' average daily net
assets attributable to the Class C shares in consideration of the services
rendered in connection with the sale of such shares by the Distributor. The
Trust will not terminate the Distribution Fee in respect of Series assets
attributable to Class C shares, or pay such fee at an annual rate of less than
0.75% of the Series' average daily net assets attributable to the Class C
shares, unless it has ceased, and not resumed, paying the Service Fee (or any
other fee that constitutes a "service fee" as defined in the NASD Rule) to CID
(or to any affiliate of CID, or to any other person in circumstances where
substantially all of the services and functions relating to the distribution of
Class C shares of the Series have been delegated to, or are being performed by,
CID or an affiliate of CID). Subject to such restriction and subject to the
provisions of Section 7 hereof, the Distribution Fee shall be as approved from
time to time by (a) the Trustees of the Trust and (b) the Independent Trustees
of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at
such other intervals as the Trustees shall determine.
1
The obligation of the Series to pay the Distribution Fee shall
terminate upon the termination of this Plan or the relevant distribution
agreement between the Distributor and the Trust relating to the Series, in
accordance with the terms hereof or thereof, but until any such termination
shall not be subject to any dispute, offset, counterclaim or defense whatsoever
(it being understood that nothing in this sentence shall be deemed a waiver by
the Trust or the Series of its right separately to pursue any claims it may have
against the Distributor and enforce such claims against any assets of the
Distributor (other than its right to be paid the Distribution Fee and to be paid
contingent deferred sales charges)).
The right of CID to receive the Distribution Fee (but not the relevant
distribution agreement or CID's obligations thereunder) may be transferred by
CID in order to raise funds which may be useful or necessary to perform its
duties as principal underwriter, and any such transfer shall be effective upon
written notice from CID to the Trust. In connection with the foregoing, the
Series is authorized to pay all or part of the Distribution Fee directly to such
transferee as directed by CID.
The Distributor may pay all or any portion of the Distribution Fee to
securities dealers or other organizations (including, but not limited to, any
affiliate of the Distributor) as commissions, asset-based sales charges or other
compensation with respect to the sale of Class C shares of the Series, and may
retain all or any portion of the Distribution Fee as compensation for the
Distributor's services as principal underwriter of the Class C shares of the
Series. All payments under this Section 2 are intended to qualify as
"asset-based sales charges" as defined in the NASD Rule.
Section 3. This Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically approved at least
annually by votes of the majority (or whatever other percentage may, from time
to time, be required by Section 12(b) of the Investment Company Act of 1940 (the
"Act") or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Independent Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, and the Trustees shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees, or by vote of a majority of the
outstanding Class C shares of the Series.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Trustees or by vote of a majority of the
outstanding Class C shares of the Series, on not more than 60
days' written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval
by a vote of at least a majority of the outstanding Class C shares of the
Series, and all material amendments of this Plan shall be approved in the manner
provided for continuation of this Plan in Section 3.
2
Section 8. As used in this Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the Act and
the rules and regulations thereunder, and the term "majority of the outstanding
Class C shares of the Series" shall mean the lesser of the 67% or the 50% voting
requirements specified in clauses (A) and (B), respectively, of the third
sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may
be granted by the Securities and Exchange Commission.
3
EX-99.P
35
exhp9.txt
EXHIBIT (P)(9)
Exhibit (p)(9)
APPENDIX II
July 1, 2000
(amended March 8, 2001)
RS INVESTMENT MANAGEMENT CO. LLC
RS INVESTMENT MANAGEMENT, L.P.
RS INVESTMENT MANAGEMENT, INC.
RS GROWTH GROUP LLC
RS VALUE GROUP LLC
RS INVESTMENT TRUST
---------------------------
CODE OF ETHICS
including
RSIM POLICY ON PERSONAL TRADING
---------------------------
I. SCOPE AND SUMMARY
(a) Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), requires every investment company, as well as every investment adviser to
and principal underwriter of an investment company, to have a written Code of
Ethics which specifically deals with trading practices by "Access Persons."
Access Persons are defined to include (1) officers, directors, general partners
and Advisory Persons of the two mutual fund advisers (RS Investment Management,
Inc. and RS Investment Management, L.P. -- collectively "RSIM"), as well as (2)
employees of RSIM and officers, directors, partners who have substantial
responsibility for or knowledge of the investments of the mutual funds
constituting series of the RS Investment Trust (each, a "Fund"), and (3) each
member of the Funds' Board of Trustees. The Rule also requires that reasonable
diligence is used and procedures instituted to prevent violations of this Code
of Ethics.
(b) Sections 21A and 15(f) of the Securities Exchange Act and Section 204A of
the Investment Advisers Act further require all broker-dealers and investment
advisers to establish, maintain and enforce written policies and procedures to
prevent the misuse of material nonpublic information.
(c) Common law fiduciary principles require that an investment adviser (like
RSIM) avoid placing itself in a position of conflict of interest with its
clients. Likewise, RSIM as a general partner to various partnerships, stands in
a fiduciary relationship to the limited partners investing in those
partnerships.
1
(d) The "Blue Ribbon" Advisory Group on Personal Investing in its report to the
Investment Company Institute also articulated the following three general
fiduciary principles which the Group believes should govern the personal
investment activities of mutual fund advisory and distributor personnel:
(i) the duty at all times to place the interests of Fund
shareholders first;
(ii) the requirement that all personal securities
transactions be conducted consistent with the Code of
Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an
individual's position of trust and responsibility;
and
(iii) the fundamental standard that mutual fund advisory
and distributor personnel should not take
inappropriate advantage of their positions.
(e) This Code of Ethics is designed to satisfy the above-referenced legal
requirements and ethical principles as applicable to RSIM in their roles as
adviser to the RSIM Funds. It is important that all partners, officers,
directors and employees of RSIM to whom this Code of Ethics applies observe the
ethical standards set forth in the Code.
(f) This Code of Ethics is not intended to cover all possible areas of potential
liability under the 1940 Act or under the federal securities laws in general.
For example, other provisions of Section 17 of the 1940 Act prohibit various
transactions between a registered investment company and affiliated persons,
including the knowing sale or purchase of property to or from a registered
investment company on a principal basis, and joint transactions (e.g., combining
to achieve a substantial position in a security, concerted market activity, or
commingling of funds) between an investment company and an affiliated person.
(g) It is expected that Access Persons will be sensitive to all areas of
potential conflict, even if this Code of Ethics does not address specifically an
area of fiduciary responsibility.
(h) Exceptions to specific provisions of this Code of Ethics may be granted
by the compliance officer or an alternate if warranted by circumstances
and if the exception is requested in a timely manner.
(i) This Code of Ethics has been approved by the Board of Trustees of the RS
Investment Trust, including a majority of disinterested directors. Any material
change to the Code must be approved by the Board, including a majority of
disinterested directors, within 6 months of the change. The standard for Board
approval is a finding that the Code contains provisions reasonably necessary to
prevent Access Persons from violating the anti-fraud provisions of Rule 17j-1.
(j) SUMMARY. Under the Code of Ethics, all Access Persons, except independent
Trustees of the Funds, are required to:
(i) Pre-clear all trades in individual securities. [Note:
certain securities are excepted: mutual
funds, stock index options, SPDR's and money market
instruments are "excepted securities."]
(ii) Reverse trades that involve securities subsequently
purchased or sold by a Fund within the applicable
blackout period.
(iii) Observe a minimum 60 day holding period for all
securities (except "excepted securities").
2
(iv) Avoid IPO's.
(v) Receive special clearance for private placements.
(vi) Avoid directorships of companies in which Fund assets
may be invested. (Unless permission is obtained from
the CEO.)
(vii) Promptly disclose all security transactions and file
quarterly transaction reports and annual ownership
reports.
(viii) Avoid security transactions in which they possess
material non-public information with regard to the
particular security.
II. DEFINITIONS
(a) "ACCESS PERSON" means: (i) officers, directors, general partners and
Advisory Persons of the four Registered Investment Advisers (RS Investment
Management, Inc. and RS Investment Management, L.P., RS Growth Group LLC and RS
Value Group LLC -- collectively "RSIM"), as well as (ii) employees of RSIM and
officers, directors, partners who have substantial responsibility for or
knowledge of the investments of the mutual funds constituting series of the RS
Trust (each, a "Fund"), hedge funds managed by RSIM, institutional accounts
where RSIM acts as a sub-adviser, separate accounts managed by RSIM and (iii)
each member of the Funds' Board of Trustees. Members of the immediate family of
an Access Person living in the same household are covered by this Code of Ethics
to the same extent as the Access Person.
(b) "ADVISORY PERSON" means with respect to (i) the Funds, (ii) an investment
adviser to a Fund or (iii) any company in a control relationship to the Funds or
the investment adviser (i.e., RSIM), (A) any employee who, in connection with
his regular functions or duties, makes, participates in, or obtains information
regarding, the purchase or sale of a security by a Fund, or whose functions
relate to the making of any recommendations with respect to such purchases or
sales; and (B) any natural person in a control relationship to the Funds or an
investment adviser who obtains information concerning recommendations made to a
Fund with regard to the purchase or sale of a security.
(c) A security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a recommendation
to purchase or sell a security has been made and communicated, and, with respect
to a person making a recommendation, when such person seriously considers making
such a recommendation.
(d) "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, with the exception that the determination of direct or indirect
beneficial ownership shall apply to all securities which an Access Person has or
acquires.
(e) "CONTROL" means the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result of
an official position, as further defined in Section 2(a)(9) of the 1940 Act.
(f) "PURCHASE OR SALE OF A SECURITY" includes the writing of an option to
purchase or sell a security.
2
(g) "SECURITY" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act, and shall include options and warrants, except that it shall not include
excepted securities (as defined below).
(h) "EXCEPTED SECURITIES" include shares of registered open-end investment
companies (except the RSIM Funds), securities issued by the Government
of the United States (including Government agencies), short term debt
securities which are "government securities" within the meaning of
Section 2(a)(16) of the 1940 Act, stock index options, SPDRs, bankers'
acceptances, bank certificates of deposit, commercial paper and other
money market instruments.
(i) "MATERIAL NON-PUBLIC INFORMATION" is information relating to dividend
increases or decreases, earnings estimates, changes in previously released
earnings estimates, significant expansion or curtailment of operations, a
significant increase or decline of orders, significant merger or acquisition
proposals or agreements, significant new products or discoveries, extraordinary
borrowing, major litigation, liquidity problems, extraordinary management
developments, purchase or sale of substantial assets or any information a
reasonable investor might consider to be of importance in making an investment
decision to buy, sell or hold. Information should be deemed non-public if it has
not been widely disseminated by wire service, in one or more newspapers of
general circulation, or by communication from the company involved to its
shareholders or in a press release.
III. PROHIBITED TRADING PRACTICES
(a) GENERAL ANTI-FRAUD PROHIBITION. If a security:
(i) is being considered for purchase or sale by a Fund;
(ii) is in the process of being purchased or sold by a
Fund; or
(iii) is or has been held by a Fund within the most recent
15 day period;
no Access Person shall knowingly purchase, sell or otherwise directly or
indirectly acquire or dispose of any direct or indirect beneficial ownership
interest in that security if such action by such Access Person would defraud a
Fund, operate as a fraud or deceit upon a Fund, or constitute a manipulative
practice with respect to a Fund.
(b) PRE-CLEARANCE. No Access Person shall purchase or sell any individual
security (i.e., any security except an ---- "excepted security") without
pre-clearance. Once pre-clearance has been obtained, the trade must be executed
by the end of the business day or new clearance must be obtained. (See attached
Pre-clearance Form).
(c) BLACKOUT PERIOD. An Access Person may not execute a securities transaction
(other than an "excepted security") on any day during which any Fund in the RSIM
Funds complex has a pending "buy" or "sell" order in that same security or a
related security of the same issuer (e.g., common stock is a related security to
an option on common stock). However, it is not always possible to determine
which orders were executed until the following day. The fact of pre-clearance
does not mean that a trade will not end up being unwound if it is later
ascertained that one of the Funds traded in that security on the same day.
Blackout periods may be extended for certain securities. This policy applies to
all Access Persons.
Additionally, portfolio managers and others who make investment
decisions with respect to a Fund are prohibited for seven (7) calendar days
preceding and following any Fund purchase or sale of that security and will
3
include the entire business day on which the last Fund purchase or sale activity
occurs. Any profits realized on a trade effected during the blackout period by a
portfolio manager or other individual with investment decision-making authority
will be disgorged to the appropriate Fund. The blackout period only applies to
securities traded by a Fund or Funds over which the individual exercises
investment decision-making authority. It does not apply to all Funds in the
complex. The fact of pre-clearance and execution within the same day of
pre-clearance is not relevant. Blackout periods may be extended for certain
securities
(d) TRADES IN SHARES OF RSIM FUNDS. Please note that purchases and sales of
shares of an RS Fund do not need pre-clearance, but the possibility of
appearance of conflict of interest in such transactions is high. Accordingly,
all purchases and sales of shares of an RS Fund:
(i) should be made well in advance of the closing price
calculation each day, and
(ii) should not be made when in possession of material
nonpublic information.
(e) NO IPOS. No Access Person shall acquire any securities offered in an initial
public offering.
(f) PRIVATE PLACEMENTS. No Access Person shall acquire any securities in a
private placement without both pre-clearance and special approval by the CEO.
The Compliance Department shall maintain a record of the approval of, and the
rationale supporting, any acquisition of securities in a private placement.
(g) OTHER RESTRICTIONS. No Access Person shall engage in short term trading or
make other investments in contravention of the general policies that may be
established from time to time as set forth. An Access Person must hold a
security (other than an "excepted security") for a minimum of 60 days. This
policy only applies to profitable trades.
IV. EXEMPTED TRANSACTIONS/SECURITIES
The prohibitions of Section III of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for purchase or sale
by any Fund.
(c) Purchases or sales which are non-volitional on the part of either the Access
Person or the Trust (e.g., receipt ---- of gifts).
(d) Purchases that are part of an automatic dividend reinvestment plan.
(e) Purchases effected upon the exercise of rights issued by an issuer pro rata
to all holders of a class of its securities, to the extent such rights were
acquired from such issuer, and sales of such rights so acquired.
(f) Purchases and sales which have received the prior approval of the Compliance
Officer.
4
(g) Purchases and sales of securities, which are not included in the definition
of "Security" in Section II.g or are "excepted securities" as defined in Section
II.h. i.e., mutual fund shares (but not RS Fund shares), stock index options,
SPDRs, government securities and money market instruments.
V. REPORTING
(a) PRE-CLEARANCE AND IMMEDIATE REPORTING. All RSIM employees are currently
required to report all individual security transactions (and purchase/sales of
RSIM Funds) under rules specifically applicable to advisory and broker-dealer
organizations. Access persons must also seek pre-clearance of individual
security transactions and are required to have a duplicate confirmation of the
transaction sent to the RSIM compliance officer promptly following the
transaction. The only securities for which such pre-clearance and immediate
reporting is not required are "excepted securities" and shares of the RSIM
Funds.
(b) QUARTERLY REPORTS. In addition to contemporaneous reporting, all Access
Persons are required to review, and if necessary, correct or make additions to
quarterly reports generated within 10 days of the end of each calendar quarter,
listing all securities transactions except transactions in "excepted
securities." See subsection (c) below. Please note that purchases and sales of
shares of an RSIM Fund, which are not subject to pre-clearance and
contemporaneous reporting, are subject to quarterly reporting.
(c) Every quarterly report shall be made not later than ten (10) days after the
end of each calendar quarter and shall contain the following information:
(i) The date of the transaction, the title and the number
of shares, and the principal amount of each security
involved;
(ii) The nature of the transaction (i.e., purchase, sale,
or any other type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer, or bank with or
through whom the transaction was effected.
(d) Copies of statements or confirmations containing the information specified
in paragraph (c) above may be submitted in lieu of listing the transactions.
Persons submitting statements will be deemed to have satisfied this reporting
requirement, and need only sign off quarterly on having complied.
(e) For periods in which no reportable transactions were effected, the quarterly
report shall contain a representation that no transactions subject to the
reporting requirements were effected during the relevant time period.
(f) ANNUAL REPORT. Annually, in conjunction with the quarterly report for the
quarter ending June 30, each Access Person shall be required to review, and if
necessary, correct or make additions to, an annual report, which lists all
security positions in which such Access Person has a direct or indirect
beneficial interest.
(g) Any quarterly or annual report may contain a statement
that the report shall not be construed as an admission by the person making such
report that he has any direct or indirect beneficial ownership in the security
to which the report relates.
5
(h) An initial holdings report of all securities beneficially owned by such
person and the name of the broker with whom the Access Person maintained a
securities account must be submitted to Scott Smith or Marianne Clark for review
no later than 10 days after an employee of RSIM becomes an Access Person.
VI. EXCEPTIONS TO REPORTING REQUIREMENTS
(a) An independent Trustee, i.e., a Trustee of the RS Investment Trust who is
not an "interested person" (as defined in Section 2(a)(19) of the 1940 Act) of
the Funds, is not required to file a report on a transaction in a security
provided such Trustee neither knew nor, in the ordinary course of fulfilling his
or her official duties as a trustee of the Funds, should have known that, during
the 15-day period immediately preceding or after the date of the transaction by
the Trustee, such security is or was purchased or sold by a Fund or is or was
being considered for purchase or sale by a Fund by its investment adviser.
(b) Although an independent Trustee is exempt from the reporting requirements of
this Code, such Trustee may nevertheless voluntarily file a report representing
that he or she did not engage in any securities transactions which, to his or
her knowledge, involved securities that were being purchased or sold or
considered for purchase by any Fund during the 15-day period preceding or after
the date(s) of any transaction(s) by such Trustee. The failure to file such a
report, however, shall not be considered a violation of this Code of Ethics.
(c) Access Persons are not required to make a report with respect to an exempted
transactions/securities as described in Section V of this Code.
(d) Access Persons do not need to file multiple reports. Copies of a single
report can be used to satisfy the personal trading reports required by RSIM.
VII. IMPLEMENTATION
(a) In order to implement this Code of Ethics, a compliance officer and three
alternates have been designated for RSIM and the Funds. These individuals are:
Scott R. Smith
Marianne E. Clark (alternate)
Steven M. Cohen (alternate)
G. Randy Hecht -President and CEO (alternate)
(b) The compliance officer shall create a list of all "Access Persons" and
update the list with reasonable frequency.
(c) The compliance officer shall circulate a copy of this Code of Ethics to each
Access Person, together with an acknowledgment of receipt, which shall be signed
and returned to the Compliance Officer by each Access Person at least once each
year.
6
(d) The compliance officer or a compliance officer delegate is charged with
responsibility for ensuring that the pre-clearance and reporting requirements of
this Code of Ethics are adhered to by all Access Persons. The compliance officer
or compliance officer delegate shall be responsible for ensuring that the review
requirements of this Code of Ethics (see Section VIII) are performed in a prompt
manner. The compliance officer shall be responsible for enforcing the policies
set forth herein.
VIII. REVIEW
(a) The compliance officer shall review all quarterly reports of personal
securities transactions and annual holdings reports and compare such reports
with pre-clearance forms and with completed and contemplated portfolio
transactions of each Fund to determine whether noncompliance with the Code of
Ethics and/or other applicable trading procedures may have occurred. The
compliance officer may delegate this function to one or more persons.
(b) No person shall review his or her own reports. Before making any
determination that a non-compliant transaction may have been made by any person,
the compliance officer shall give such person an opportunity to supply
additional explanatory material. If a securities transaction of the compliance
officer is under consideration, an alternate shall act in all respects in the
manner prescribed herein for the designated compliance officer.
(c) If the compliance officer determines that noncompliance with the Code of
Ethics has or may have occurred, he or she shall, following consultation with
counsel, submit his or her written determination, together with the transaction
report, if any, and any additional explanatory material provided by the
individual, to G. Randall Hecht, who shall make an independent determination of
whether a violation has occurred.
(d) The Compliance Department will provide to the Board of Trustees of the
RS Investment Trust, no less than annually, a written report that
(i) details issues that have arisen under the Code of Ethics, including,
but not limited to, information about violations of the Code and
sanctions imposed in response to such violations, and
(ii) certifies to the Board that RSIM has adopted procedures
reasonably necessary to prevent its Access Persons from
violating the Code.
(e) The compliance officer shall be responsible for maintaining a current list
of all Access Persons (including all Fund Trustees) and for identifying all
reporting Access Persons on such list, and shall take steps to ensure that all
reporting Access Persons have submitted reports in a timely manner. The
compliance officer may delegate the compilation of this information to
appropriate persons. Failure to submit timely reports will be communicated to G.
Randall Hecht and to the Funds' Board of Trustees.
IX. SANCTIONS
(a) If a material violation of this Code occurs or a preliminary determination
is made that a violation may have occurred, a report of the alleged violation
shall be made to the Board of Trustees.
(b) The Board of Trustees may impose such sanctions as it deems appropriate,
including, a letter of censure, suspension, or termination of employment, and/or
a disgorging of any profits made.
7
Please sign and date the attached form.
Detach and return to RSIM Compliance.
================================================================================
I FULLY UNDERSTAND AND HEREBY SUBSCRIBE TO THIS CODE OF ETHICS.
----------------------------
NAME
----------------------------
SIGNATURE
----------------------------
DATE
================================================================================
8
APPENDIX III
July 1, 2000
RS INVESTMENT MANAGEMENT CO. LLC
RS INVESTMENT MANAGEMENT, L.P.
RS INVESTMENT MANAGEMENT, INC.
RS GROWTH GROUP LLC
RS VALUE GROUP LLC
RS INVESTMENT TRUST
---------------------------
POLICY ON PERSONAL TRADING
---------------------------
SUMMARY
The following policy on personal trading, together with the enclosed Code of
Ethics, outlines all existing restrictions on personal securities transactions
for Access Persons of RS Mutual Funds. While it is our belief that personal
investing can lead an individual to be a better, more knowledgeable investor,
these guidelines have been written not only to ensure compliance with relevant
securities laws, but also to protect our investors and prevent any perception of
a potential conflict of interest.
Access Persons are defined as (i) officers, directors, general partners and
Advisory Persons of the two mutual fund advisers (RS Investment Management, Inc.
and RS Investment Management, L.P. -- collectively "RSIM"), as well as (ii)
employees of RSIM and officers, directors, partners who have substantial
responsibility for or knowledge of the investments of the mutual funds
constituting series of the RS (each, a "Fund"), and (iii) each member of the
Funds' Board of Trustees. Members of the immediate family of an Access Person
living in the same household are covered by this policy to the same extent as
the Access Person. The policy also applies to the immediate families living in
the same household of all Access Persons. The highlights of the policy are as
follows:
1) PERSONAL ACCOUNTS
All personal brokerage accounts must be maintained at Robertson Stephens,
Charles Schwab or Fidelity Investments. Any exceptions to this policy must be
approved by the Compliance Department.
2) PRE-CLEARANCE
All personal trades for individual securities for all Access Persons must be
pre-cleared by the Compliance Department using the attached form. After
pre-clearance has been granted, the trade must be completed by the end of the
business day, or the approval is void and the form must be resubmitted. Trades
for which pre-clearance is required include all securities except, open-end
mutual funds, stock index options, SPDR's, government securities and money
market securities. Obtaining pre-clearance for a trade does not guarantee that
9
the trade will not be later reversed should a Fund effect a subsequent trade in
the same security.
3) BLACKOUT PERIODS
An Access Person may not execute a securities transaction (other than an
"excepted securities") on any day during which any Fund in the RSIM Funds
complex has a pending "buy" or "sell" order in that same security or a related
security of the same issuer (e.g., common stock is a related security to an
option on common stock). However, it is not always possible to determine which
orders were executed until the following day. The fact of pre-clearance does not
mean that a trade will not end up being unwound if it is later ascertained that
one of the Funds traded in that security on the same day. Blackout periods may
be extended for certain securities. This policy applies to all Access people.
Additionally, portfolio managers and others who make investment decisions with
respect to a Fund are prohibited for seven (7) calendar days preceding and
following any Fund purchase or sale of that security and will include the entire
business day on which the last Fund purchase or sale activity occurs. Any
profits realized on a trade effected during the blackout period by a portfolio
manager or other individual with investment decision-making authority will be
disgorged to the Fund. The blackout period only applies to securities traded by
a Fund or Funds over which the individual exercises investment-making authority.
It does not apply to all Funds in the complex. The fact of pre-clearance and
execution within the same day of pre-clearance is not relevant. Blackout periods
may be extended for certain securities.
4) RESTRICTIONS ON SHORT-TERM TRADING
Access Persons are strongly discouraged from entering into securities
transactions for the purpose of achieving short-term gains. In addition to the
general prohibition against acquiring securities in the blackout period before
and immediately following Fund transactions, an Access Person must hold a
security (other than an excepted security, e.g., a stock index option) for a
minimum of 60 days. Exceptions may be made in the case of a medical or other
emergency, provided that relevant details are communicated at the time of
pre-clearance.
5) INITIAL PUBLIC OFFERINGS
All Access Persons are strictly prohibited from acquiring securities in any
initial public offering.
6) PRIVATE PLACEMENTS
Investments by Access Persons in private placements require both pre-clearance
and special approval from the CEO.
10
7) SERVICE AS A DIRECTOR
Portfolio Managers and Access Persons will be permitted to serve as directors of
publicly traded companies and private companies in which the Funds may invest
only if the CEO determines that doing so would be in the best interest and would
not present a conflict of interest. All Fund investment decisions made or
participated in by such Director/Access Persons require pre-clearance from the
CEO.
8) DISCLOSURE
To the extent an Access Person maintains permitted brokerage accounts at
broker/dealers other than FleetBoston Robertson Stephens, Charles Schwab & Co.,
or Fidelity Investments that Access Person must ensure that copies of trade
confirmations for their brokerage accounts and accounts of immediate family
living in the same household, are forwarded to the Compliance Department. Trade
confirmations will be cross-referenced against pre-clearance forms to ensure
that approval had been granted. In addition, Access Persons must make required
quarterly reports of securities transactions (or furnish brokerage statements)
and must sign off, at least annually, on receipt of and compliance with the Code
of Ethics.
11
[GRAPHIC OMITTED][GRAPHIC OMITTED]
PRE-AUTHORIZATION FOR PERSONAL TRADES
To: RSIM Compliance
Phone: (415) 591-2779
(415) 591-2728
Fax: (415) 591-2851
From: ___________________________ Date: ___________________________
--------------------------------------------------------------------------------
I wish to effect the following trade for my personal account, an account in
which I have a beneficial interest, or an account belonging to one of my
immediate relatives living in the same household.
NAME of Security ___________________________ TICKER ___________________________
# OF SHARES _______________ BUY SELL (CIRCLE ONE) PRICE ________
BROKERAGE FIRM ___________________________ & ACCOUNT # _______________________
THE PURCHASE/SALE IS BASED ON PERSONAL RESEARCH YES [ ] NO [ ] (You may be
required to provide documentation should there be a potential conflict).
I AM AWARE OF AN INTENDED OR POSSIBLE MUTUAL FUND TRADE IN THIS SECURITY
YES [ ] NO [ ]
I AGREE THAT IF I DO NOT EFFECT THE ABOVE TRADE ON THE DAY INDICATED BELOW, THE
APPROVAL IS NULL AND VOID AND THE REQUEST MUST BE RESUBMITTED. I REALIZE THAT IF
I AM AN EMPLOYEE WITH INVESTMENT DECISION MAKING AUTHORITY, AND ANY RS FUNDS
TRANSACTIONS OCCUR WITHIN 7 DAYS OF MY TRANSACTION THAT INVOLVE A FUND OVER
WHICH I HAVE AUTHORITY AND THE ABOVE SECURITY, THE TRADE WILL BE BROKEN AT MY
EXPENSE. I REALIZE THAT IF I DO NOT HAVE SUCH AUTHORITY, AND ANY FUND
TRANSACTIONS OCCUR ON THE SAME DAY AS MY TRANSACTION, THE TRADE WILL BE BROKEN
AT MY EXPENSE. FURTHERMORE, I AFFIRM THAT IF THIS IS A SALE OF STOCK, I HAVE
EITHER HELD IT FOR AT LEAST 60 DAYS OR I AM SELLING THE STOCK AT A LOSS.
___________________________
AUTHORIZED
___________________________ ___________________________
SIGNED DATE
EX-99.P
36
exhp11.txt
EXHIBIT (P)(11)
Exhibit (p)(11)
CODE OF ETHICS
MERRILL LYNCH INVESTMENT MANAGERS (MLIM)
REGISTERED INVESTMENT COMPANIES
AND THEIR INVESTMENT ADVISERS
AND PRINCIPAL UNDERWRITER
SECTION 1 - BACKGROUND
This Code of Ethics is adopted under Rule 17j-1 under the Investment
Company Act of 1940 ("1940 Act") and Rule 204-2(a) under the Investment Advisers
Act of 1940 and has been approved by the Boards of Directors of each of the MLIM
funds.1 Except where noted, the Code applies to all MLIM employees.
Section 17(j) under the Investment Company Act of 1940 makes it
unlawful for persons affiliated with investment companies, their principal
underwriters or their investment advisers to engage in fraudulent personal
securities transactions. Rule 17j-1 requires each Fund, investment adviser and
principal underwriter to adopt a Code of Ethics that contains provisions
reasonably necessary to prevent an employee from engaging in conduct prohibited
by the principles of the Rule. The Rule also requires that reasonable diligence
be used and procedures be instituted which are reasonably necessary to prevent
violations of the Code of Ethics.
On August 23, 1999, the SEC adopted amendments to Rule 17j-1 which
require greater board oversight of personal trading practices, more complete
reporting of employee securities trading and preclearance of employee purchases
of initial public offerings and private placements. The amendments require,
among other things, that MLIM provide its fund boards annually a written report
that (i) describes issues that arose during the previous year under the Code,
including information about material code violations and sanctions imposed and
(ii) certifies to the board that MLIM has adopted procedures reasonably
necessary to prevent access persons from violating the Code.
SECTION 2 - STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
1
The Code of Ethics is based on the fundamental principle that MLIM and
its employees must put client interests first. As an investment adviser, MLIM
has fiduciary responsibilities to its clients, including the registered
investment companies (the "Funds") for which it serves as investment adviser.
Among MLIM's fiduciary responsibilities is the responsibility to ensure that its
employees conduct their personal securities transactions in a manner which does
not interfere or appear to interfere with any Fund transactions or otherwise
take unfair advantage of their relationship to the Funds. All MLIM employees
must adhere to this fundamental principle as well as comply with the specific
provisions set forth herein. It bears emphasis that technical compliance with
these provisions will not insulate from scrutiny transactions which show a
pattern of compromise or abuse of an employee's fiduciary responsibilities to
the Funds. Accordingly, all MLIM employees must seek to avoid any actual or
potential conflicts between their personal interest and the interest of the
Funds. In sum, all MLIM employees shall place the interest of the Funds before
personal interests.
SECTION 3 - INSIDER TRADING POLICY
All MLIM employees are subject to MLIM's Insider Trading Policy, which
is considered an integral part of this Code of Ethics. MLIM's Insider Trading
Policy, which is set forth in the MLIM Code of Conduct, prohibits MLIM employees
from buying or selling any security while in the possession of material
nonpublic information about the issuer of the security. The policy also
prohibits MLIM employees from communicating to third parties any material
nonpublic information about any security or issuer of securities. Additionally,
no MLIM employee may use inside information about MLIM activities or the
activities of any Merrill Lynch & Co., Inc. entity to benefit the Funds or to
gain personal benefit. Any violation of MLIM's Insider Trading Policy may result
in sanctions, which could include termination of employment with MLIM. (See
Section 10--Sanctions).
SECTION 4 - RESTRICTIONS RELATING TO SECURITIES TRANSACTIONS
A. GENERAL TRADING RESTRICTIONS FOR ALL EMPLOYEES
The following restrictions apply to all MLIM employees:
1. ACCOUNTS. No employee, other than those employed by Merrill Lynch
Investment Managers International Limited ("MLIMI"), may engage in
personal securities transactions other than through an account
maintained with Merrill Lynch, Pierce, Fenner & Smith Incorporated or
another Merrill Lynch broker/dealer entity ("Merrill Lynch") unless
written permission is obtained from the Compliance Director. Similarly,
no MLIMI employee may engage in personal securities transactions other
than through an account maintained with Merrill Lynch or The Bank of
New York Europe Limited ("BNYE") unless written permission is obtained
from the Compliance Director.
2
2. ACCOUNTS INCLUDE FAMILY MEMBERS AND OTHER ACCOUNTS. Accounts of
employees include the accounts of their spouses, dependent relatives,
trustee and custodial accounts or any other account in which the
employee has a financial interest or over which the employee has
investment discretion (other than MLIM-managed Funds).
3. PRECLEARANCE. All employees must obtain approval from the Compliance
Director or preclearance delegatee prior to entering any securities
transaction (with the exception of exempted securities as listed in
Section 5) in all accounts. Approval of a transaction, once given, is
effective only for the business day on which approval was requested or
until the employee discovers that the information provided at the time
the transaction was approved is no longer accurate. If an employee
decides not to execute the transaction on the day preclearance approval
is given, or the entire trade is not executed, the employee must
request preclearance again at such time as the employee decides to
execute the trade.
Employees may preclear trades only in cases where they have a present
intention to transact in the security for which preclearance is sought.
It is MLIM's view that it is not appropriate for an employee to obtain
a general or open-ended preclearance to cover the eventuality that he
or she may buy or sell a security at some point on a particular day
depending upon market developments. This requirement would not prohibit
a price limit order, provided that the employee shall have a present
intention to effect a transaction at such price. Consistent with the
foregoing, an employee may not simultaneously request preclearance to
buy and sell the same security.
4. RESTRICTIONS ON PURCHASES. No employee may purchase any security which
at the time is being purchased, or to the employee's knowledge is being
considered for purchase, by any Fund managed by MLIM. This restriction,
however, does not apply to personal trades of employees which coincide
with trades by any MLIM index fund.
5. RESTRICTIONS ON SALES. No employee may sell any security which at the
time is actually being sold, or to the employee's knowledge is being
considered for sale, by any Fund managed by MLIM. This restriction,
however, does not apply to personal trades of employees which coincide
with trades by any MLIM index fund.
6. RESTRICTIONS ON RELATED SECURITIES. The restrictions and procedures
applicable to the transactions in securities by employees set forth in
this Code of Ethics shall similarly apply to securities that are issued
by the same issuer and whose value or return is related, in whole or in
part, to the value or return of the security purchased or sold or being
3
contemplated for purchase or sale during the relevant period by the
Fund. For example, options or warrants to purchase common stock, and
convertible debt and convertible preferred stock of a particular issuer
would be considered related to the underlying common stock of that
issuer for purposes of this policy. In sum, the related security would
be treated as if it were the underlying security for the purpose of the
pre-clearance procedures described herein.
7. PRIVATE PLACEMENTS. Employee purchases and sales of "private placement"
securities (including all private equity partnerships, hedge funds,
limited partnership or venture capital funds) must be precleared
directly with the Compliance Director or designee. No employee may
engage in any such transaction unless the Compliance Director or his
designee and the employee's senior manager have each previously
determined in writing that the contemplated investment does not involve
any potential for conflict with the investment activities of the Funds.
If, after receiving the required approval, an employee has any material
role in the subsequent consideration by any Fund of an investment in
the same or affiliated issuer, the employee must disclose his or her
interest in the private placement investment to the Compliance Director
and the employee's department head. The decision to purchase securities
of the issuer by a Fund must be independently reviewed and authorized
by the employee's department head.
8. INITIAL PUBLIC OFFERINGS. As set forth in Paragraph A.3. of this
Section 4, the purchase by an employee of securities offered in an
initial public offering must be precleared. As a matter of policy,
employees will not be allowed to participate in so-called "hot"
offerings as such term may be defined by Merrill Lynch or appropriate
regulators (e.g., offerings that are oversubscribed or for which the
demand is such that there is the possibility of oversubscription).
B. ADDITIONAL TRADING RESTRICTIONS FOR INVESTMENT PERSONEL
The following additional restrictions apply to investment personnel.
Investment personnel are persons who, in connection with their regular functions
or duties, make or participate in making recommendations regarding the purchase
or sale of securities by a Fund). The Compliance Department will retain a
current a list of investment personnel.
1. NOTIFICATION. An investment person must notify the Compliance
Department or preclearance designee of any intended transactions in a
security for his or her own personal account or related accounts which
is owned or contemplated for purchase or sale by a Fund for which the
employee has investment authority.
4
2. BLACKOUT PERIODS. An investment person may not buy or sell a security
within 7 CALENDAR DAYS either before or after a purchase or sale of the
same or related security by a Fund or portfolio management group for
which the investment person has investment authority. For example, if a
Fund trades a security on day 0, day 8 is the first day the manager,
analyst or portfolio management group member of that Fund may trade the
security for his or her own account. An investment person's personal
trade, however, shall have no affect on the Fund's ability to trade.
For example, if within the seven-day period following his or her
personal trade, an investment person believes that it is in the best
interests of the Fund for which he or she has investment authority to
purchase or sell the same security on behalf of the Fund, the trade
should be done for the Fund, and an explanation of the circumstances
must be provided to the Compliance Department.
3. ESTABLISHING POSITIONS COUNTER TO FUND POSITIONS. No investment person
may establish a long position in his or her personal account in a
security if the Fund for which he or she has investment authority
maintains a position that would benefit from a decrease in the value of
such security. For example, the investment person would be prohibited
from establishing a long position if (1) the Fund holds a put option on
such security (aside from a put purchased for hedging purposes where
the fund holdings the underlying security); (2) the Fund has written a
call option on such security; or (3) the Fund has sold such security
short, other than "against-the-box."
No investment person may purchase a put option or write a call option
where a Fund for which such person has investment authority holds a
long position in the underlying security.
No investment person may short sell any security where a Fund for which
such person has investment authority holds a long position in the same
security or where such Fund otherwise maintains a position in respect
of which the Fund would benefit from an increase in the value of the
security.
4. PURCHASING AN INVESTMENT FOR A FUND THAT IS A PERSONAL HOLDING. An
investment person may not purchase an investment for a Fund that is
also a personal holding of the investment person or any other account
covered by this Code of Ethics, or the value of which is materially
linked to a personal holding, unless the investment person has obtained
prior approval from his or her senior manager.
5. INDEX FUNDS. The restrictions of this Section 4.B. do not apply to
purchases and sales of securities by investment personnel which
coincide with trades by any MLIM index fund.
5
6. PROHIBITION ON SHORT-TERM PROFITS. Investment personnel are
prohibited from profiting on any sale and subsequent purchase, or any
purchase and subsequent sale of the same (or equivalent) securities
occurring within 60 calendars days ("short-term profit"). This holding
period also applies to all permitted options transactions; therefore,
for example, an investment person may not purchase or write an option
if the option will expire in less than 60 days (unless such a person
is buying or writing an option on a security that he or she has held
more than 60 days). In determining short-term profits, all
transactions within a 60-day period in all accounts related to the
investment person will be taken into consideration in determining
short-term profits, regardless of his or her intentions to do
otherwise (e.g., tax or other trading strategies). Should an
investment person fail to preclear a trade that results in a
short-term profit, the trade would be subject to reversal with all
costs and expenses related to the trade borne by the investment
person, and he or she would be required to disgorge the profit.
Transactions not required to be precleared under Section 5 will not be
subject to this prohibition.
C. TRADING RESTRICTIONS FOR DISINTERESTED DIRECTORS OF THE MLIM FUNDS
The following restrictions apply only to disinterested directors of the
MLIM Funds (i.e., any director who is not an "interested person" of a MLIM fund
within the meaning of Section 2(a)(10) of the 1940 Act):
1. RESTRICTIONS ON PURCHASES. No disinterested director may purchase any
security which, to the director's knowledge at the time, is being
purchased or is being considered for purchase by any Fund for which he
or she is a director.
2. RESTRICTIONS ON SALES. No disinterested director may sell any security
which, to the director's knowledge at the time, is being sold or is
being considered for sale by any Fund for which he or she is a
director.
3. RESTRICTIONS ON TRADES IN SECURITIES RELATED IN VALUE. The restrictions
applicable to the transactions in securities by disinterested directors
shall similarly apply to securities that are issued by the same issuer
and whose value or return is related, in whole or in part, to the value
or return of the security purchased or sold by any Fund for which he or
she is a director(see Section 4.A.6.).
SECTION 5 - EXEMPTED TRANSACTIONS/SECURITIES
MLIM has determined that the following securities transactions do not
present the opportunity for improper trading activities that Rule 17j-1 is
designed to prevent; therefore, the restrictions set forth in Section 4 of this
Code (including preclearance, prohibition on short-term profits and blackout
periods) shall not apply.
6
A. Purchases or sales in an account over which the employee has no direct or
indirect influence or control (e.g., an account managed on a fully
discretionary basis by an investment adviser or trustee).
B. Purchases or sales of direct obligations of the U.S. Government.
C. Purchases or sales of open-end investment companies (including money
market funds), variable annuities and unit investment trusts. (However,
unit investment trusts traded on a stock exchange (e.g., MITS, DIAMONDS,
NASDAQ 100, etc.) must be precleared.)
D. Purchases or sales of bank certificates, bankers acceptances, commercial
paper and other high quality short-term debt instruments, including
repurchase agreements.
E. Purchases or sales of Merrill common stock (and securities related in
value to Merrill Lynch common stock). Also exempt is employer stock
purchased and sold through employer-sponsored benefit plans in which the
spouse of a MLIM employee may participate (e.g., employee stock purchase
plans or 401(k) plans) and sales of employer stock (or the exercise of
stock options) that is received as compensation by a MLIM employee's
spouse.
F. Purchases or sales which are non-volitional on the part of the employee
(e.g., an in-the-money option that is automatically exercised by a broker;
a security that is called away as a result of an exercise of an option; or
a security that is sold by a broker, without employee consultation, to
meet a margin call not met by the employee).
G. Purchases which are made by reinvesting cash dividends pursuant to an
automatic dividend reinvestment plan.
H. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such
rights were acquired from such issuer.
I. Purchases or sales of commodities, futures (including currency futures and
futures on broad-based indices), options on futures and options on
broad-based indices. Currently, "broad-based indices" include only the S&P
100, S&P 500, FTSE 100 and Nikkei 225. Also exempted are exchange-traded
securities which are representative of, or related closely in value to,
these broad-based indices.
J. The receipt of a bona fide gift of securities. (Donations of securities,
however, require preclearance.)
Exempted transactions/securities may not be executed/held in brokerage
accounts maintained outside of Merrill Lynch.
7
THE REPORTING REQUIREMENTS LISTED IN SECTION 6 OF THIS CODE, HOWEVER,
SHALL APPLY TO THE SECURITIES AND TRANSACTION TYPES SET FORTH IN PARAGRAPHS F-J
OF THIS SECTION.
SECTION 6 - REPORTING BY EMPLOYEES
The requirements of this Section 6 apply to all MLIM employees. The
requirements will also apply to all transactions in the accounts of spouses,
dependent relatives and members of the same household, trustee and custodial
accounts or any other account in which the employee has a financial interest or
over which the employee has investment discretion. The requirements do not apply
to securities acquired for accounts over which the employee has no direct or
indirect control or influence. All employees whose accounts are maintained at
Merrill Lynch or BNYE are deemed to have automatically complied with the
requirements of this Section 6.B. and C. as to reporting executed transactions
and personal holdings. Transactions and holdings in such accounts are
automatically reported to the Compliance Department through automated systems.
Employees who have approved accounts outside of Merrill Lynch or BNYE
are deemed to have complied with the requirements of this Section 6.B. and C.
provided that the Compliance Department receives duplicate statements and
confirmations directly from their brokers.
Employees who effect reportable transactions outside of a brokerage
account (e.g., optional purchases or sales through an automatic investment
program directly with an issuer) will be deemed to have complied with this
requirement by preclearing transactions with the Compliance Department and by
reporting their holdings annually on the "Personal Securities Holdings" form, as
required by the Compliance Department.
A. INITIAL HOLDINGS REPORT. Each new MLIM employee will be given a copy of
this Code of Ethics upon commencement of employment. All new employees
must disclose their personal securities holdings to the Compliance
Department within 10 days of commencement of employment with MLIM.
(Similarly, securities holdings of all new related accounts must be
reported to the Compliance Department within 10 days of the date that such
account becomes related to the employee.) With respect to exempt
securities referred to in Section 5 which do not require preclearance/
reporting, employees must nonetheless initially report those exempt
securities defined in Section 5.F.-J. (This reporting requirement does not
apply to holdings that are the result of transactions in exempt securities
as defined in Section 5.A.-E.) Initial holdings reports must identify the
title, number of shares, and principal amount with respect to each
security holding. Within 10 days of commencement of employment, each
employee shall file an Acknowledgement stating that he or she has read and
understands the provisions of the Code.
8
B. RECORDS OF SECURITIES TRANSACTIONS. All employees must preclear each
securities transaction (with the exception of exempt transactions in
Section 5) with the Compliance Department or preclearance designee. At the
time of preclearance, the employee must provide a complete description of
the security and the nature of the transaction. As indicated above,
employees whose accounts are maintained at Merrill Lynch or BNYE or who
provide monthly statements directly from their brokers/dealers are deemed
to have automatically complied with the requirement to report executed
transactions.
C. ANNUAL HOLDINGS REPORT. All employees must submit an annual holdings
report reflecting holdings as of a date no more than 30 days before the
report is submitted. As indicated above, employees whose accounts are
maintained at Merrill Lynch or BNYE or who provide monthly statements
directly from their brokers/dealers are deemed to have automatically
complied with this requirement.
With respect to exempt securities referred to in Section 5 which do not
require preclearance/reporting, employees must nonetheless annually report
the holdings of those exempt securities that are defined in Section
5.F.-J. (This reporting requirement, however, does not apply to exempt
securities as defined in Section 5.A.-E.)
D. ANNUAL CERTIFICATION OF COMPLIANCE. All MLIM employees must certify
annually to the Compliance Department that (1) they have read and
understand and agree to abide by this Code of Ethics; (2) they have
complied with all requirements of the Code of Ethics, except as otherwise
notified by the Compliance Department that they have not complied with
certain of such requirements; and (3) they have reported all transactions
required to be reported under the Code of Ethics.
E. REVIEW OF TRANSACTIONS AND HOLDINGS REPORTS. All transactions reports and
holdings reports will be reviewed by department heads
(or their designeeds) or compliance personnel according to procedures
established by the Compliance Department.
SECTION 7 - REPORTING BY DISINTERESTED DIRECTORS OF MLIM FUNDS
A disinterested director of a Fund need only report a transaction in a
security if the director, at the time of that transaction, knew or, in the
ordinary course of fulfilling the official duties of a director of such Fund,
should have known that, during the 15-day period immediately preceding the date
of the transaction by the director, the security was purchased or sold by any
Fund or was being considered for purchase or sale by any Fund for which he or
she is a director. In reporting such transactions, disinterested directors must
provide: the date of the transaction, a complete description of the security,
9
number of shares, principal amount, nature of the transaction, price,
commission, and name of broker/dealer through which the transaction was
effected.
As indicated in Section 6.D. for MLIM employees, disinterested
directors are similarly required to certify annually to the Compliance
Department that (1) they have read and understand and agree to abide by this
Code of Ethics; (2) they have complied with all requirements of the Code of
Ethics, except as otherwise reported to the Compliance Department that they have
not complied with certain of such requirements; and (3) they have reported all
transactions required to be reported under the Code of Ethics.
SECTION 8 - APPROVAL AND REVIEW BY BOARDS OF DIRECTORS
The Board of Directors of each MLIM Fund, including a majority of
directors who are disinterested directors, must approve this Code of Ethics.
Additionally, any material changes to this Code must be approved by the Board of
Directors within six months after adoption of any material change. The Board of
Directors must base its approval of the Code and any material changes to the
Code on a determination that the Code contains provisions reasonably necessary
to prevent employees from engaging in any conduct prohibited by Rule 17j-1.
Prior to approving the Code or any material change to the Code, the Board of
Directors must receive a certification from the Fund, the Investment Adviser or
Principal Underwriter that it has adopted procedures reasonably necessary to
prevent employees from violating the Code of Ethics.
SECTION 9 - REVIEW OF MLIM ANNUAL REPORT
At least annually, the Fund, the Investment Adviser and the Principal
Underwriter must furnish to the Fund's Board of Directors, and the Board of
Directors must consider, a written report that (1) describes any issues arising
under this Code of Ethics or procedures since the last report to the Board of
Directors, including, but not limited to, information about material violations
of the Code of Ethics or procedures and sanctions imposed in response to the
material violations and (2) certifies that the Fund, Investment Adviser and
Principal Underwriter have adopted procedures reasonably necessary to prevent
employees from violating this Code of Ethics.
SECTION 10 - SANCTIONS
Potential violations of the Code of Ethics must be brought to the
attention of the Compliance Director or his designee, are investigated and, if
appropriate, sanctions are imposed. Upon completion of the investigation, if
necessary, the matter may also be reviewed by the Code of Ethics Review
Committee which will determine whether any further sanctions should be imposed.
Sanctions may include, but are not limited to, a letter of caution or warning,
reversal of a trade, disgorgement of a profit or absorption of costs associated
with a trade, supervisor approval to trade for a prescribed period, fine or
10
other monetary penalty, suspension of personal trading privileges, suspension of
employment (with or without compensation), and termination of employment.
SECTION 11 - EXCEPTIONS
An exception to any of the policies, restrictions or requirements set
forth herein may be granted only upon a showing by the employee to the Code of
Ethics Review Committee that such employee would suffer extreme financial
hardship should an exception not be granted. Should the subject of the exception
request involve a transaction in a security, a change in the employee's
investment objectives, tax strategies, or special new investment opportunities
would not constitute acceptable reasons for a waiver.
11
--------
1 As applicable herein, MLIM includes all AMG investment advisory affiliates and
the affiliated principal underwriter of investment companies registered under
the 1940 Act.
EX-99.Q POA
37
exhq.txt
EXHIBIT (Q)
Exhibit (q)
CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST CASH MANAGEMENT TRUST
CDC NVEST TAX EXEMPT MONEY MARKET TRUST
CDC NVEST COMPANIES TRUST I
POWER OF ATTORNEY
We, the undersigned, hereby constitute John M. Loder, John E. Pelletier
and Thomas P. Cunningham, each of them singly, our true and lawful attorneys,
with full power to them and each of them to sign for us, and in our names in the
capacity indicated below, any and all registration statements and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time investment companies of which we
are now or hereafter a Director or Trustee and to register the shares of such
companies and generally to do all such things in our names and on our behalf to
enable such registered investment companies to comply with the provisions of the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys and any and all registration statements and amendments
thereto.
Witness our hands on the 31st day of August, 2001.
/s/Graham Allison /s/Sandra O. Moose
----------------- ------------------
Graham Allison - Trustee Sandra O. Moose - Trustee
/s/Daniel M. Cain /s/John A. Shane
----------------- ----------------
Daniel M. Cain - Trustee John A. Shane - Trustee
/s/Kenneth J. Cowan /s/Peter S. Voss
------------------- ----------------
Kenneth J. Cowan - Trustee Peter S. Voss - Trustee
/s/Richard Darman /s/Pendleton P. White
----------------- ---------------------
Richard Darman - Trustee Pendleton P. White - Trustee
/s/John T. Hailer
-----------------
John T. Hailer - Trustee