Exhibit (h)(7)
CDC NVEST MASSACHUSETTS TAX FREE INCOME FUND
Advisory Administration Agreement
AGREEMENT made the 1/st/ day of September, 2003, by and between CDC NVEST
FUNDS TRUST II, a Massachusetts business trust (the "Trust"), with respect to
its CDC NVEST MASSACHUSETTS TAX FREE INCOME FUND series (the "Series"), and CDC
IXIS ASSET MANAGEMENT ADVISERS, L.P., a Delaware limited partnership (the
"Administrator").
WITNESSETH:
WHEREAS, Xxxxxx, Xxxxxx & Company, L.P. (the "Manager") has entered into an
Advisory Agreement dated September 1, 2003 (the "Advisory Agreement") with the
Trust, relating to the provision of portfolio management services to the Series;
WHEREAS, the Trustees of the Trust desire to retain the Administrator to
render administrative services in the manner and on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. Administrative Services. The Administrator shall, subject to the
supervision of the Board of Trustees of the Trust, provide the Series the
following services:
(a) office space in such place or places as may be agreed upon from time
to time by the Fund and the Administrator, 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 advisory, custodial, transfer, dividend and plan agency
services by the entity or entities selected to perform such services);
(c) compensation, if any, of trustees of the Fund who are directors,
officers or employees of the Administrator or of any affiliated person
(other than a registered investment company) of the Administrator; and
(d) supervision and oversight of the Portfolio Management Services (as
defined in the Advisory Agreement) provided by the Manager or any
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.
2. Expenses. Except for expenses specifically assumed or agreed to be paid
by the Administrator pursuant hereto, the Administrator shall not be liable for
any organizational, operational or business expenses of the Trust including,
without limitation, (a) interest and taxes, (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments with respect to the Series, and (c) custodian fees and expenses. The
Administrator will pay its own expenses incurred in furnishing the services to
be provided by it pursuant to this Agreement. Neither the Administrator nor any
affiliated person thereof shall be entitled to any compensation from the Trust
with respect to service by any affiliated person of the Administrator as an
officer or trustee of the Trust (other than the compensation to the
Administrator payable by the Manager pursuant to Section 3 hereof).
3. Compensation of the Administrator. As full compensation for all services
rendered, facilities furnished and expenses borne by the Administrator
hereunder, the Administrator shall be paid at the annual rate of 0.30% of the
first $100 million of the average daily net assets of the Series and 0.25% of
such assets in excess of $100 million (or such lesser amount as the
Administrator may from time to time agree to receive). Such compensation shall
be paid by the Trust (except to the extent that the Trust and the Administrator
otherwise agree in writing from time to time). Such compensation shall be
payable monthly in arrears or at such other intervals, not less frequently than
quarterly, as the Manager is paid by the Series pursuant to the Advisory
Agreement. The Administrator hereby acknowledges that the Trust's obligation to
pay such compensation is binding only on the assets and property belonging to
the Series.
4. Non-Exclusivity. The Trust on behalf of the Series agree that the
services of the Administrator are not to be deemed exclusive and that the
Administrator and its affiliates are free to provide similar services and other
services to others, so long as its services hereunder are not impaired thereby.
5. Liability. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or reckless disregard of its
obligations and duties hereunder, the Administrator shall not be subject to any
liability to the Trust, the Series, to any shareholder of the Series or to any
other person, firm or organization, for any act or omission in the course of, or
connected with, rendering services hereunder.
6. 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
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 Trust 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 Trust
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who are not interested persons of the Trust or the Administrator, 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 Administrator either by vote of the Board of Trustees of the
Trust 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 Administrator on ninety days'
written notice to the Series;
Termination of this Agreement pursuant to this Section 6 shall be without
the payment of any penalty.
7. General.
(a) The Administrator may perform its services through any employee,
officer or agent of the Administrator or its affiliates.
(b) If any term or provision of this Agreement or the application thereof
to any person or circumstances is held to be invalid or unenforceable to any
extent, the remainder of this Agreement or the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
(c) 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.
(d) This Agreement shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Massachusetts.
(e) A copy of the Agreement and Declaration of Trust establishing 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 Fund 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 individually but are binding
only upon the assets and property belonging to the Fund.
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CDC IXIS Asset Management Advisers, L.P.
By: CDC IXIS Asset Management Distribution Corporation, its general partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
CDC NVEST FUNDS TRUST II,
on behalf of its CDC Nvest Massachusetts Tax Free Income Fund series
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President & Chief Executive Officer
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