CDC NVEST STAR GROWTH FUND
DISTRIBUTION AGREEMENT
AGREEMENT made this 19th day of November, 2001 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 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
1
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 proper
authorities before they are put in use (which the Trust agrees to use its best
2
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.
(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.
3
(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 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
4
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: /S/ XXXX X. HAILER_________________________
Name: Xxxx X. Xxxxxx
Title: President
CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P.
By: CDC IXIS Asset Management Distribution Corp., its general partner
By: /S/ XXXX X. HAILER__________________________
Name: Xxxx X. Xxxxxx
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
