Exhibit (h)(9)
CDC NVEST BOND INCOME FUND
ADVISORY ADMINISTRATION AGREEMENT
AGREEMENT made the 1st day of September, 2003, by and between CDC NVEST
FUNDS TRUST I, a Massachusetts business trust (the "Trust"), with respect to its
CDC NVEST BOND 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 0.25% 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
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
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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 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 I,
on behalf of its CDC Nvest Bond 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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