Exhibit (d)(3)(xxii)
CDC NVEST MUNICIPAL INCOME FUND
SUB-ADVISORY AGREEMENT
(XXXXXX, XXXXXX & COMPANY, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of 1st day of
October, 2001, by and among CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Municipal Income Fund series
(the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware limited
partnership (the "Manager"), and Xxxxxx, Xxxxxx & Company, L.P., a Delaware
limited partnership (the "Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated
October 30, 2000 (the "Advisory Agreement") with the Trust, relating to the
provision of portfolio management and administrative services to the Series;
WHEREAS, the Advisory Agreement provides that the Manager may delegate
any or all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Manager and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services in the manner and on the
terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Trust, the Manager and the Sub-Adviser agree as
follows:
1. SUB-ADVISORY SERVICES.
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a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets
of the Series, and have the authority on behalf of the Series to vote
all proxies and exercise all other rights of the Series as a security
holder of companies in which the Series from time to time invests. The
Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth
in the Trust's prospectus and statement of additional information
relating to the Series, (2) any additional policies or guidelines
established by the Manager or by the Trust's trustees that have been
furnished in writing to the Sub-Adviser and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to
time in effect (collectively, the "Policies"), and with all applicable
provisions of law, including without limitation all applicable
provisions of the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Manager, to buy, sell, lend and otherwise trade
in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover
or any tax considerations; and the majority or the whole of the Series
may be invested in such proportions of stocks, bonds, other securities
or investment instruments, or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning
portfolio transactions and performance of the Series in such form as
may be mutually agreed upon, and agrees to review the Series and
discuss the management of it. The Sub-Adviser shall permit all books
and records with respect to the Series to be inspected and audited by
the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also
provide the Manager with such other information and reports as may
reasonably be requested by the Manager from time to time, including
without limitation all material requested by or required to be
delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission and a list of the persons whom the Sub-Adviser wishes to
have authorized to give written and/or oral instructions to custodians
of assets of the Series.
2. OBLIGATIONS OF THE MANAGER.
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a. The Manager shall provide (or cause the Series' Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the
Series, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and
agrees during the continuance of this Agreement to furnish the
Sub-Adviser copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Manager agrees to furnish the Sub-Adviser with minutes
of meetings of the trustees of the Trust applicable to the Series to
the extent they may affect the duties of the Sub-Adviser, and with
copies of any financial statements or reports made by the Series to its
shareholders, and any further materials or information which the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
3. CUSTODIAN.
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The Manager shall provide the Sub-Adviser with a copy of
the Series' agreement with the custodian designated to hold the assets
of the Series (the "Custodian") and any modifications thereto (the
"Custody Agreement"), copies of such modifications to be provided to
the Sub-Adviser a reasonable time in advance of the effectiveness of
such modifications. The assets of the Series shall be maintained in the
custody of the Custodian identified in, and in accordance with the
terms and conditions of, the Custody Agreement (or any sub-custodian
properly appointed as provided in the Custody Agreement). The
Sub-Adviser shall have no liability for the acts or omissions of
the Custodian, unless such act or omission is taken in reliance upon
instruction given to the Custodian by a representative of the
Sub-Adviser properly authorized to give such instruction under the
Custody Agreement. Any assets added to the Series shall be delivered
directly to the Custodian.
4. PROPRIETARY RIGHTS.
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The Manager agrees and acknowledges that the Sub-Adviser is
the sole owner of the name "Xxxxxx, Xxxxxx & Company, L.P." and that
all use of any designation consisting in whole or part of "Xxxxxx,
Xxxxxx & Company, L.P." under this Agreement shall inure to the benefit
of the Sub-Adviser. The Manager on its own behalf and on behalf of the
Series agrees not to use any such designation in any advertisement or
sales literature or other materials promoting the Series, except with
the prior written consent of the Sub-Adviser. Without the prior written
consent of the Sub-Adviser, the Manager shall not, and the Manager
shall use its best efforts to cause the Series not to, make
representations regarding the Sub-Adviser in any disclosure document,
advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager
shall cease, and the Manager shall use its best efforts to cause the
Series to cease, all use of any such designation as soon as reasonably
practicable.
5. EXPENSES.
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Except for expenses specifically assumed or agreed to be paid
by the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable
for any organizational, operational or business expenses of the Manager
or 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. Any reimbursement of
advisory fees required by any expense limitation provision of any law
shall be the sole responsibility of the Manager. The Manager and the
Sub-Adviser shall not be considered as partners or participants in a
joint venture. The Sub-Adviser will pay its own expenses incurred in
furnishing the services to be provided by it pursuant to this
Agreement. Neither the Sub-Adviser nor any affiliated person thereof
shall be entitled to any compensation from the Manager or the Trust
with respect to service by any affiliated person of the Sub-Adviser as
an officer or trustee of the Trust (other than the compensation to the
Sub-Adviser payable by the Manager pursuant to Section 7 hereof).
6. PURCHASE AND SALE OF ASSETS.
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The Sub-Adviser shall place all orders for the purchase and
sale of securities for the Series with brokers or dealers selected by
the Sub-Adviser, which may include brokers or dealers affiliated with
the Sub-Adviser, provided such orders comply with Rule 17e-1 under the
1940 Act in all respects. To the extent consistent with applicable law,
purchase or sell orders for the Series may be aggregated with
contemporaneous purchase or sell orders of other clients of the
Sub-Adviser. The Sub-Adviser shall use its best efforts to obtain
execution of transactions for the Series at prices which are
advantageous to the Series and at commission rates that are reasonable
in relation to the benefits received. However, the Sub-Adviser may
select brokers or dealers on the basis that they provide brokerage,
research or other services or products to the Series and/or other
accounts serviced by the Sub-Adviser. To the extent consistent with
applicable law, the Sub-Adviser may pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the
amount of commission or dealer spread another broker or dealer would
have charged for effecting that transaction if the Sub-Adviser
determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research products and/or
services provided by such broker or dealer. This determination, with
respect to brokerage and research services or products, may be viewed
in terms of either that particular transaction or the overall
responsibilities which the Sub-Adviser and its affiliates have with
respect to the Series or to accounts over which they exercise
investment discretion. Not all such services or products need be used
by the Sub-Adviser in managing the Series.
To the extent permitted by applicable law, and in all
instances subject to the foregoing policy of best execution, the
Sub-Adviser may allocate brokerage transactions in a manner that takes
into account the sale of shares of one or more funds distributed by CDC
IXIS Asset Management Distributors, L.P. ("CDC IXIS Distributors"). In
addition, the Sub-Adviser may allocate brokerage transactions to
broker-dealers (including affiliates of CDC IXIS Distributors) that
have entered into arrangements in which the broker-dealer allocates a
portion of the commissions paid by a fund toward the reduction of that
fund's expenses, subject to the policy of best execution.
7. COMPENSATION OF THE SUB-ADVISER.
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As full compensation for all services rendered, facilities
furnished and expenses borne by the Sub-Adviser hereunder, the
Sub-Adviser shall be paid at the annual rate of 0.25% of the first
$100 million of the average daily net assets of the Series and 0.1875%
of such assets in excess of $100 million (or such lesser amount as the
Sub-Adviser may from time to time agree to receive). Such compensation
shall be paid by the Trust (except to the extent that the Trust, the
Sub-Adviser and the Manager 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.
8. NON-EXCLUSIVITY.
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The Manager and the Series agree that the services of the
Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and
its affiliates are free to act as investment manager and provide other
services to various investment companies and other managed accounts,
except as the Sub-Adviser and the Manager or the Administrator may
otherwise agree from time to time in writing before or after the date
hereof. This Agreement shall not in any way limit or restrict the
Sub-Adviser or any of its directors, officers, employees or agents from
buying, selling or trading any securities or other investment
instruments for its or their own account or for the account of others
for whom it or they may be acting, provided that such activities do not
adversely affect or otherwise impair the performance by the Sub-Adviser
of its duties and obligations under this Agreement. The Manager and the
Series recognize and agree that the Sub-Adviser may provide advice to
or take action with respect to other clients, which advice or action,
including the timing and nature of such action, may differ from or be
identical to advice given or action taken with respect to the Series.
The Sub-Adviser shall for all purposes hereof be deemed to be an
independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Series or the
Manager in any way or otherwise be deemed an agent of the Series or the
Manager.
9. LIABILITY.
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Except as may otherwise be provided by the 1940 Act or other
federal securities laws, neither the Sub-Adviser nor any of its
officers, directors, partners, employees or agents (the "Indemnified
Parties") shall be subject to any liability to the Manager, the Trust,
the Series or any shareholder of the Series for any error of judgment,
any mistake of law or any loss arising out of any investment or other
act or omission in the course of, connected with, or arising out of any
service to be rendered under this Agreement, except by reason of
willful misfeasance, bad faith or gross negligence in the performance
of the Sub-Adviser's duties or by reason of reckless disregard by the
Sub-Adviser of its obligations and duties hereunder. The Manager shall
hold harmless and indemnify the Sub-Adviser for any loss, liability,
cost, damage or expense (including reasonable attorneys fees and costs)
arising from any claim or demand by any past or present shareholder of
the Series that is not based upon the obligations of the Sub-Adviser
under this Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes
no representation or warranty, expressed or implied, that any level of
performance or investment results will be achieved by the Series or
that the Series will perform comparably with any standard or index,
including other clients of the Sub-Adviser, whether public or private.
10. EFFECTIVE DATE AND TERMINATION.
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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 who are not
interested persons of the Trust, the Manager or the Sub-Adviser, 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 Sub-Adviser 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 or upon the termination of the Advisory Agreement;
and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days' written notice to the Manager and the Trust, or by the
Manager on ninety days' written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10
shall be without the payment of any penalty.
11. AMENDMENT.
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This Agreement may be amended at any time by mutual consent of
the Manager and the Sub-Adviser, provided that, if required by law,
such amendment shall also 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 Trust who are not interested persons of
the Trust, the Manager or the Sub-Adviser, cast in person at a meeting
called for the purpose of voting on such approval.
12. CERTAIN DEFINITIONS.
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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.
13. GENERAL.
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a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall
not be entitled to the advice, recommendation or judgment of any
specific person; provided, however, that the persons identified in the
prospectus of the Series shall perform the day-to-day portfolio
management duties described therein until the Sub-Adviser notifies the
Manager that one or more other employees, officers or agents of the
Sub-Adviser, identified in such notice, shall assume such duties as of
a specific date.
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.
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
Xxxxxx, Xxxxxx & Company, L.P.
By Xxxxxx, Xxxxxx & Company, Inc., its general partner
By: /S/ XXXXX X. CHARLESTON
Name: Xxxxx X. Charleston
Title: Director
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Municipal Income Fund series
By: /S/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: President
NOTICE
A copy of the Agreement and Declaration of Trust establishing CDC Nvest
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 Fund's CDC Nvest Municipal Income 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.
