CDC IXIS MODERATE DIVERSIFIED PORTFOLIO
ADVISORY AGREEMENT
AGREEMENT made the 14th day of July, 2004, by and between CDC NVEST
FUNDS TRUST III, a Massachusetts business trust (the "Fund"), with respect to
its Moderate Diversified Portfolio (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
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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
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(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;
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(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 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 $1 billion of the average daily net assets of the Series and 0.80% of such
assets in excess of $1 billion (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
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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.
12. For the purpose of this Agreement, the terms "vote of a majority
of the outstanding voting securities," "interested person," "affiliated person"
and "assignment"
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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.
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 III
on behalf of its CDC IXIS Moderate Diversified Portfolio series
By: /s/XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
CDC IXIS ASSET MANAGEMENT ADVISERS, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By: /s/XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: President
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NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
Funds Trust III(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 IXIS Moderate Diversified Portfolio (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.
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