Exhibit (h)(5)
ASSIGNMENT
OF
FEE WAIVER/EXPENSE REIMBURSEMENT
ASSIGNMENT entered into this 1/st/ day of September, 2003 by and between
XXXXXX XXXXXX & COMPANY, L.P. ("Xxxxxx") and CDC IXIS ASSET MANAGEMENT ADVISERS,
L.P. ("CDC IXIS ADVISERS") for the benefit of CDC Nvest Strategic Income Fund
("Strategic Income Fund"), a series of CDC Nvest Funds Trust I ("Trust I"), and
CDC Nvest Massachusetts Tax Free Income Fund ("Massachusetts Income Fund" and,
together with Strategic Income Fund, the "Funds"), a series of CDC Nvest Funds
Trust II ("Trust II" and, together with Trust I, the "Trusts").
WHEREAS, the CDC IXIS Advisers has committed to a fee waiver/expense
reimbursement arrangement for each of Strategic Income Fund and Massachusetts
Income Fund through April 30, 2004;
WHEREAS, the Funds have entered into new advisory arrangements whereby
Xxxxxx replaces CDC IXIS Advisers as the investment adviser for the Funds
effective September 1, 2003;
WHEREAS, CDC IXIS Advisers wishes to assign to Xxxxxx its responsibilities
and obligations under the fee waiver/expense reimbursement arrangement for each
of the Funds; and
WHEREAS, Xxxxxx wishes to accept such assignment and the Trusts, on behalf
of the Funds have no objection to the assignment.
NOW THEREFORE, the parties agree:
Xxxxxx will be committed to each fee waiver/expense reimbursement arrangement
through April 30, 2004 under the identical terms as set forth in the letter
agreements from CDC IXIS Advisers.
CDC IXIS ASSET MANAGEMENT XXXXXX XXXXXX & COMPANY, L.P.
ADVISERS, L.P.
By: CDC IXIS Asset Management By: Xxxxxx Xxxxxx & Company, Inc,
Distribution Corporation, its general its general partner
partner
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
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Title: President Title: Director
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CDC NVEST FUNDS TRUST I, on behalf of CDC Nvest Strategic Income Fund CDC Nvest
FUNDS TRUST II, on behalf of CDC Nvest Massachusetts Tax Free Income Fund
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: President
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A copy of each Amended and Restated Agreement and Declaration of Trust for the
Trusts is on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to each
Trust by officers of the Trust as officers and not individually and that the
obligations arising out of this Agreement are not binding upon any of the
Trustees, officers or shareholders individually, but are binding only upon the
assets and property belonging to the Trust.
