ABSOLUTE ASIA DYNAMIC EQUITY FUND
Sub-Advisory Agreement
(Absolute Asia Asset Management Limited)
Sub-Advisory Agreement (this Agreement) entered into as of 25th day of
February, 2010, by and among Natixis Funds Trust I, a Massachusetts business
trust (the Trust), with respect to its Absolute Asia Dynamic Equity Fund
series (the Series), Natixis Asset Management Advisors, L.P., a Delaware
limited partnership (the Manager), and Absolute Asia Asset Management Limited,
a Singapore public company limited by shares (the Sub-Adviser).
WHEREAS, the Manager has entered into an Advisory Agreement dated
February 25, 2010 (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 Trusts prospectus and
statement of additional information relating to the Series, (2) any
additional policies or guidelines established by the Manager or by the
Trusts 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 ▇▇▇▇ ▇▇▇) 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-Advisers 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.
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
Absolute Asia Asset Management Limited and that all use of any
designation consisting in whole or part of Absolute Asia Asset
Management Limited 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 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 to broker-dealers (including
affiliates of Natixis Distributors, L.P.) 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 funds 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 0.65% (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, 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 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-Advisers 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;
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 partys 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.
NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By Natixis Distribution Corporation, its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ .
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive Officer
ABSOLUTE ASIA ASSET MANAGEMENT LIMITED
By: Absolute Asia Asset Management Limited
By: /s/ ▇▇▇▇ ▇▇▇▇ Piu .
Name: ▇▇▇▇ ▇▇▇▇ Piu
Title: Chief Executive Officer
NATIXIS FUNDS TRUST I,
on behalf of its Absolute Asia Dynamic Equity Fund series
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ .
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive Officer
NOTICE
A copy of the Agreement and Declaration of Trust establishing Natixis
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 Funds Absolute Asia
Dynamic Equity 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.
