NVEST COMPANIES TRUST I
DISTRIBUTION AGREEMENT
AGREEMENT made this 1st day of September, 2000 by and between Nvest
Companies Trust I, a Massachusetts business trust (the "Trust"), and Nvest Funds
Distributor, L.P., a Delaware limited partnership (the "Distributor").
W I T N E S S E T H:
WHEREAS, the Trustees of the Trust wish to appoint the Distributor to serve
as the general distributor of the Trust's shares of beneficial interest; and
WHEREAS, the Distributor wishes to serve as the general distributor of such
shares pursuant to the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the Trust and the Distributor agree as follows:
1. Distributor.
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The Trust hereby appoints the Distributor as general distributor of shares
of beneficial interest ("Series shares") of the current series of the Trust
(the "Series"). A list of such Series is set forth on Schedule A hereto.
Upon the approval of the Trust, this Agreement shall apply to any
additional Series of the Trust as may be established from time to time,
each of which shall become a Series hereunder. The Trust reserves the
right, however, to refuse at any time or times to sell any Series shares
hereunder for any reason deemed adequate by the Board of Trustees of the
Trust.
2. Sale and Payment.
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Under this agreement, the following provisions shall apply with respect to
the sale of and payment for Series shares:
(a) The Distributor shall have the right, as principal, to purchase
Series shares from the Trust at their net asset value and to sell such
shares to the public against orders therefor at the applicable public
offering price, as defined in Section 4 hereof. The Distributor shall
also have the right, as principal, to sell shares to dealers against
orders therefor at the public offering price less a concession
determined by the Distributor, which concession will not exceed the
amount of the sales charge, if any, referred to below.
(b) Prior to the time of delivery of any shares by the Trust to, or on
the order of, the Distributor, the Distributor shall pay or cause to
be paid to the Trust or to its order an amount in Boston or New York
clearing house funds equal to the applicable net asset value of such
shares. The Distributor shall retain so much of any sales charge or
underwriting discount as is not allowed by it as a concession to
dealers.
3. Fees.
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Except as otherwise provided in this Agreement, the Distributor will not
receive any fees from the Trust for its services as the general distributor
of the Series shares. The Distributor acknowledges that as of the date
hereof there are no sales charges payable with respect to the Series
shares.
4. Public Offering Price.
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The public offering price shall be the net asset value of Series shares,
plus any applicable sales charge, all as set forth in the current
prospectus and statement of additional information ("prospectus") of the
Trust relating to the Series shares. In no event shall the public offering
price exceed 1000/935 of such net asset value, and in no event shall any
applicable sales charge or underwriting discount exceed 6.5% of the public
offering price. The net asset value of Series shares shall be determined in
accordance with the provisions of the agreement and declaration of trust
and by-laws of the Trust and the current prospectus of the Trust relating
to the Series shares.
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5. Trust Issuance of Series Shares.
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The delivery of Series shares shall be made promptly by a credit to a
shareholder's open account for the Series or, at the option of the Trust,
by delivery of a share certificate. The Trust reserves the right (a) to
issue Series shares at any time directly to the shareholders of the Series
as a stock dividend or stock split, (b) to issue to such shareholders
shares of the Series, or rights to subscribe to shares of the Series, as
all or part of any dividend that may be distributed to shareholders of the
Series or as all or part of any optional or alternative dividend that may
be distributed to shareholders of the Series, and (c) to sell Series shares
in accordance with the current applicable prospectus of the Trust relating
to the Series shares.
6. Redemption or Repurchase.
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The Distributor shall act as agent for the Trust in connection with the
redemption or repurchase of Series shares by the Trust to the extent and
upon the terms and conditions set forth in the current applicable
prospectus of the Trust relating to the Series shares, and the Trust agrees
to reimburse the Distributor, from time to time upon demand, for any
reasonable expenses incurred in connection with such redemptions or
repurchases. The Trust will remit to the Distributor any contingent
deferred sales charges imposed on redemptions or repurchases of Series
shares upon the terms and conditions set forth in the then current
prospectus of the Trust.
7. Undertaking Regarding Sales.
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The Distributor shall use reasonable efforts to sell Series shares, but
does not agree hereby to sell any specific number of Series shares and
shall be free to act as distributor of the shares of other investment
companies. Series shares will be sold by the Distributor only against
orders therefor. The Distributor shall not purchase Series shares from
anyone except in accordance with Sections 2 and 6 and shall not take "long"
or "short" positions in Series shares contrary to the instructions of the
Trust, the agreement and declaration of trust or by-laws of the Trust or
any applicable law, rule or regulation.
8. Compliance.
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The Distributor shall at its own expense conform to the Rules of Fair
Practice of the NASD and the sale of securities laws of any jurisdiction in
which it sells, directly or indirectly, any Series shares. The Distributor
agrees to make timely filings, with the Securities and Exchange Commission
in Washington, D.C. (the "SEC"), the NASD and such other regulatory
authorities as may be required, of any sales literature relating to the
Series and intended for distribution to prospective investors. The
Distributor also agrees to furnish to the Trust sufficient copies of any
agreements or plans it intends to use in connection with any sales of
Series shares in adequate time for the Trust to file and clear them with
the proper authorities before they are put in use (which the Trust agrees
to use its best efforts to do as expeditiously as reasonably possible), and
not to use them until so filed and cleared.
9. Registration and Qualification of Series Shares.
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The Trust agrees to execute such papers and to do such acts and things as
shall from time to time be reasonably requested by the Distributor for the
purpose of qualifying and maintaining qualification of the Series shares
for sale under the so-called Blue Sky Laws of any state or for maintaining
the registration of the Trust and of the Series shares under the Securities
Act of 1933 and the Investment Company Act of 1940 (the "1940 Act"). To the
extent required by applicable law or otherwise, the Trust agrees to use
reasonable efforts to keep authorized but unissued and available for sale
from time to time such number of Series shares as the Distributor may
reasonably be expected to sell. The Trust shall advise the Distributor
promptly of (a) any action of the SEC or any authorities of any state or
territory, of which it may be advised, affecting registration or
qualification of the Trust or the Series shares, or the right to offer
Series shares for sale, and (b) the happening of any event which makes
untrue any statement or which requires the making of any change in the
Trust's registration statement or its prospectus relating to the Series
shares in order to make the statements therein not misleading.
10. Distributor Independent Contractor.
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The Distributor shall be an independent contractor and neither the
Distributor nor any of its officers or employees as such is or shall be an
employee of the Trust. The Distributor is responsible for its own conduct
and the employment, control and conduct of its agents and employees and for
injury to such agents or employees or to others through its agents or
employees. The Distributor assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all employer taxes
thereunder.
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11. Expenses Paid by Distributor.
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While the Distributor continues to act as agent of the Trust to obtain
subscriptions for and to sell Series shares, the Distributor shall pay the
following:
(a) all expenses of printing (exclusive of typesetting) and
distributing any prospectus for use in offering Series shares for
sale, and all other copies of any such prospectus used by the
Distributor, and
(b) all other expenses of advertising and of preparing, printing and
distributing all other literature or material for use in connection
with offering Series shares for sale.
12. Interests in and of Distributor.
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It is understood that any of the shareholders, trustees, officers,
employees and agents of the Trust may be a shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Distributor, any
affiliated person of the Distributor, any organization in which the
Distributor may have an interest or any organization which may have an
interest in the Distributor; that the Distributor, any such affiliated
person or any such organization may have an interest in the Trust; and that
the existence of any such dual interest shall not affect the validity
hereof or of any transaction hereunder except as otherwise provided in the
agreement and declaration of trust or by-laws of the Trust, in the limited
partnership agreement of the Distributor or by specific provision of
applicable law.
13. Words. "Nvest".
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The Distributor and/or its parent organization and Nvest Companies, L.P.
("Nvest"), retain proprietary rights in the word "Nvest", which may be used
by the Trust and the Series only with the consent of the Distributor, which
is authorized by Nvest to give such consent as provided herein. The
Distributor may consent to the use by the Trust or Series of any name
embodying the word "Nvest", in such forms as the Distributor shall in
writing approve, but only on condition and so long as (i) this Agreement
shall remain in full force and (ii) the Trust shall fully perform, fulfill
and comply with all provisions of this Agreement expressed herein to be
performed, fulfilled or complied with by it. No such name shall be used by
the Trust or the Series at any time or in any place or for any purposes or
under any conditions except as in this section provided. The foregoing
authorization by the Distributor as agent of Nvest to the Trust and the
Series to use said words or letters as part of a business or name is not
exclusive of the right of the Distributor itself to use, or to authorize
others to use, the same; the Trust acknowledges and agrees that as between
the Distributor and the Trust and the Series, the Distributor has the
exclusive right so to use, or authorize others to use, said words and
letters, and the Trust agrees to take such action as may reasonably be
requested by the Distributor to give full effect to the provisions of this
section (including, without limitation, consenting to such use of said
words or letters). Without limiting the generality of the foregoing, the
Trust agrees that, upon any termination of this Agreement by either party
or upon the violation of any of its provisions by the Trust, the Trust
will, at the request of the Distributor made within six months after the
Distributor has knowledge of such termination or violation, use its best
efforts to change the name of the Trust and the Series so as to eliminate
all reference, if any, to the word "Nvest" and will not thereafter transact
any business in a name containing the word "Nvest" in any form or
combination whatsoever, or designate itself as the same entity as or
successor to any entity of such name, or otherwise use the word "Nvest" or
any other reference to the Distributor. Such covenants on the part of the
Trust and the Series shall be binding upon it, its trustees, officers,
shareholders, creditors and all other persons claiming under or through it.
14. 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
with respect to the shares of the Series so long as such continuation is
specifically approved at least annually (i) by the Board of Trustees of the
Trust or by the vote of a majority of the votes which may be cast by
shareholders of the Series and (ii) by a vote of a majority of the Board of
Trustees of the Trust who are not parties to this Agreement or interested
persons of the Distributor or the Trust, cast in person at a meeting called
for the purpose of voting on such approval.
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(b) This Agreement may at any time be terminated on sixty days' notice to
the Distributor either by vote of a majority of the Trust's Board of
Trustees then in office or by the vote of a majority of the votes which may
be cast by shareholders of the Series.
(c) This Agreement shall automatically terminate in the event of its
assignment (excluding for this purpose any assignment of rights to payment
described in the recitals and in Section 19 of the Agreement which are
hereby ratified and approved).
(d) This Agreement may be terminated by the Distributor on ninety days'
written notice to the Trust.
Termination of this Agreement pursuant to this section shall be without payment
of any penalty.
15. Definitions.
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For purposes of this Agreement, the following definitions shall apply:
(a) The "vote of a majority of the votes which may be cast by shareholders
of the Series" means (1) 67% or more of the votes of the Series present (in
person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Series entitled to vote at
such meeting are present; or (2) the vote of the holders of more than 50%
of the outstanding shares of the Series entitled to vote at such meeting,
whichever is less.
(b) The terms "affiliated person," "interested person" and "assignment"
shall have their respective meanings as defined in the 1940 Act subject,
however, to such exemptions as may be granted by the SEC under the 1940
Act.
16. Amendment.
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This Agreement may be amended at any time by the written mutual consent of
the parties, provided that such consent on the part of the Series shall be
approved (i) by the Board of Trustees of the Trust or by vote of a majority
of the votes which may be cast by shareholders of the Series and (ii) by a
vote of a majority of the Board of Trustees of the Trust who are not
parties to this Agreement or interested persons of the Distributor or the
Trust cast in person at a meeting called for the purpose of voting on such
approval.
17. Applicable Law and Liabilities.
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This Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts. All sales hereunder are to be
made, and title to the Series shares shall pass, in Boston, Massachusetts.
18. Limited Recourse.
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The Distributor hereby acknowledges that the Trust's obligations hereunder
with respect to the shares of any Series are binding only on the assets and
property of such Series.
19. Payments to Distributor's Transferees.
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The Distributor may transfer its rights to payments hereunder, if any, with
respect to Series shares (but not its obligations hereunder) in order to
raise funds to cover distribution expenditures, and any such transfer shall
be effective upon written notice from the Distributor to the Trust. In
connection with the foregoing, the Series is authorized to pay all or a
part of any such fee and/or contingent deferred sales charges in respect of
such Series shares directly to such transferee as directed by the
Distributor.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
NVEST COMPANIES TRUST I NVEST FUNDS DISTRIBUTOR, L.P.
on behalf of its series: By: Nvest Corporation,
AEW Real Estate Securities Fund its general partner
By: /s/ JOHN E. PELLETIER By: /s/ JOHN T. HAILER
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Name: John E. Pelletier Name: John T. Hailer
Title: Secretary Title: President & CEO
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A copy of the Agreement and Declaration of Trust establishing Nvest
Companies Trust I (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 Trust's only series, the AEW Real Estate Securities
Fund (the "Series") 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 of
the Trust individually but are binding only upon the assets and property of the
Series.
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SCHEDULE A
Series
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AEW Real Estate Securities Fund
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