Exhibit (d)(3)(xviii)
CDC NVEST STAR WORLDWIDE FUND
Sub-Advisory Agreement
(▇▇▇▇▇▇▇▇▇▇ Global Investors, Inc.)
Sub-Advisory Agreement (this "Agreement") entered into as of this 1st day
of March, 2002, by and among CDC Nvest Funds Trust I, a Massachusetts business
trust (the "Trust"), with respect to its CDC Nvest Star Worldwide Fund series
(the "Series"), CDC IXIS Asset Management Advisers, L.P., a Delaware limited
partnership (the "Manager"), and ▇▇▇▇▇▇▇▇▇▇ Global Investors, Inc., a Delaware
corporation (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 such portion of the assets of
the Series as the Manager may from time to time allocate to the
Sub-Adviser for management (such portion, the "Segment"), and the
Sub-Adviser shall 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 Segment from time to time
invests. The Sub-Adviser shall manage the Segment 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 of 1986, 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. For purposes of
compliance with the
Policies, the Sub-Adviser shall be entitled to treat the Segment as though
the Segment constituted the entire Series, and the Sub-Adviser shall not
be responsible in any way for the compliance of any assets of the Series,
other than the Segment, with the Policies, or for the compliance of the
Series, taken as a whole, with the Policies. 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 Segment may be
invested in such proportions of stocks, bonds, other securities or
investment instruments, or cash, as the Sub-Adviser shall determine.
Notwithstanding the foregoing provisions of this Section 1.a; however, the
Sub-Adviser shall, upon written instructions from the Manager, effect such
portfolio transactions for the Segment as the Manager shall determine are
necessary in order for the Series to comply with the Policies.
b. The Sub-Adviser shall furnish the Manager and the Administrator
monthly, quarterly and annual reports concerning portfolio transactions
and performance of the Segment in such form as may be mutually agreed
upon, and agrees to review the Segment and discuss the management of it.
The Sub-Adviser shall permit all books and records with respect to the
Segment 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
Segment, cash requirements and cash available for investment by the
Segment, 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 all
written additional policies and guidelines established by the Manager or
by the Trust's trustees 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-
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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. 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 "▇▇▇▇▇▇▇▇▇▇ Global Investors, Inc."
and the logo of the Sub-Adviser and that all use of any designation consisting
in whole or part of "▇▇▇▇▇▇▇▇▇▇ Global Investors, Inc." or such logo 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 or
logo 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 or
logo 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. Absent instructions from the Trustees to
the contrary, the Sub-Adviser shall place all orders for the purchase and sale
of securities for the Segment with brokers or dealers selected by the
Sub-Adviser, which may include
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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 Segment 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 Segment 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.
The Manager agrees that, subject to its fiduciary duties to the Series
arising from its position as Manager of the Series, the Manager shall not
dictate brokerage allocation or selection decisions or investment decisions to
or for the Series, either directly or pursuant to directions given to the
Sub-Adviser by the Manager; provided, however, that nothing in this paragraph
shall prohibit officers of the Trust (who may also be officers or employees of
the Manager) from exercising authority conferred upon them as officers of the
Trust by the Board of trustees of the Trust.
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 0.55% of the first $50
million of its Segment's average daily net assets, 0.50% of the next $50 million
of its Segment's average daily net assets and 0.35% 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. 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-
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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 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, the Series 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, and successors and assigns (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, present or future
shareholder of the Series that is not based upon the obligations of the
Sub-Adviser under this Agreement.
Without limiting the foregoing, it is expressly understood and agreed that
the Manager and the Trust on behalf of the Series shall hold harmless and
indemnify the Indemnified Parties for any loss arising out of any act or
omission of the Manager or any other sub-adviser to the Series, or for any loss
arising out of the failure of the Series to comply with the Policies, except for
losses arising out of the Sub-Adviser's failure to comply with the Policies with
respect to the Segment.
The Manager and the Trust acknowledge and agree 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 the Segment
or that the Series or the Segment 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
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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. This Agreement may be amended at any time by mutual consent
of the Manager, the Trust 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.
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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, 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chairman and CEO
CDC NVEST FUNDS TRUST I,
on behalf of its CDC Nvest Star Worldwide Fund series
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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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 Star Worldwide 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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