ABSOLUTE ASIA DYNAMIC EQUITY FUND
Advisory Agreement
AGREEMENT made the 25th day of February, 2010, by and between Natixis
Funds Trust I, a Massachusetts business trust (the Fund), with respect to
its Absolute Asia Dynamic Equity Fund series (the Series), and Natixis Asset
Management Advisors, 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 pursuantto 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) in writing 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 0000 Xxx) 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 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-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 FundMRPI 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 Funds 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 1.00 (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 Funds 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 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 and,
to the extent required by law, by vote of a majority of the outstanding
voting securities of the Series.
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 Funds 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.
14. In accordance with Regulation S-P, if non-public personal
information regarding either partys 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.
NATIXIS FUNDS TRUST I
on behalf of its Absolute Asia Dynamic Equity Fund series
By: /s/ Xxxxx X. Xxxxxx .
Name: Xxxxx X. Xxxxxx
Title: President
Natixis Asset Management Advisors, L.P.
By Natixis Distribution Corporation, its general partner
By: /s/ Xxxxxx Xxxxx Xxxxxxx .
Name: Xxxxxx Xxxxx Xxxxxxx
Title: Executive Vice President
NOTICE
A copy of the Agreement and Declaration of Trust establishing Natixis 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 Funds Absolute Asia Dynamic Equity 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.
