Exhibit (d)(2)(i)
CDC NVEST GROWTH AND INCOME FUND
SUB-ADVISORY AGREEMENT
(XXXXXX ASSOCIATES L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of 29th day of
October, 2002, by and among CDC Nvest Funds Trust II, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Growth and Income Fund series
(the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware limited
partnership (the "Manager"), and Xxxxxx Associates 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.
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 and shall 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 as amended (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
as amended (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
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.
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.
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3. CUSTODIAN. 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 solely 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. The Manager agrees and acknowledges that the
Sub-Adviser is the sole owner of the name "Xxxxxx Associates L.P./Oakmark
Funds" and that all use of any designation consisting in whole or part of
"Xxxxxx Associates L.P./Oakmark Funds" 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. 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. 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
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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. 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
0.45% of the first $250 million of the average daily net assets of the
Series; 0.40% of the next $250 million of the average daily net assets of
the Series; and 0.35% of such assets in excess of $500 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. The Manager and the Trust on behalf of 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. This Agreement shall not in any way limit or
restrict the Sub-Adviser or any of its directors, officers, employees or
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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 Trust
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 Trust or the Manager in any way or otherwise be deemed an
agent of the Series or the Manager.
9. LIABILITY. 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. 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;
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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. 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. 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.
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,
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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:______________________________
Name: Xxxx X. Xxxxxx
Title: President
Xxxxxx Associates L.P.
By Xxxxxx Associates Inc., its general partner
By:______________________________
Name:
Title:
CDC NVEST FUNDS TRUST II,
on behalf of its CDC Nvest Growth and Income Fund series
By:______________________________
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 II (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 Growth and 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.
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