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.
e. "Loaned Security" shall mean each security that is the subject of a
Loan.
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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.
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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.
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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.
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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/ Xxxxxx X. Xxxxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxxxx
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/ Xxxxxx X. Xxxxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Managing Director
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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
-------------------------------------------------------------------------------------------------------------------------
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ANNEX II
Addresses for Notices
Borrower:
Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
for Legal Notices, with a copy to:
Xxxxxxxxx Xxxxxxx, Esq.
Credit Suisse First Boston Corporation
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Lender:
CDC Nvest Funds Trust I
CDC Nvest Funds Trust III
c/o CDC IXIS Asset Management Services, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
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