NVEST FUNDS TRUST I
NVEST FUNDS TRUST II
NVEST FUNDS TRUST III
NVEST COMPANIES TRUST I
Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940
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As amended effective December 1, 2000
Each series of Nvest Funds Trust I, Nvest Funds Trust II, Nvest Funds Trust III
and the Nvest AEW Real Estate Fund series of Nvest Companies Trust I (each
series individually a "Fund" and such Trusts collectively the "Trusts") may from
time to time issue one or more of the following classes of shares: Class A
shares, Class B shares, Class C shares and Class Y shares. Each class is subject
to such investment minimums and other conditions of eligibility as are set forth
in the Funds' prospectuses as from time to time in effect. The differences in
expenses among these classes of shares, and the conversion and exchange features
of each class of shares, are set forth below in this Plan, which is subject to
change, to the extent permitted by law and by the Declaration of Trust and
By-Laws of each Trust, by action of the Board of Trustees of each Trust.
Initial Sales Charge
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Class A shares are offered at a public offering price that is equal to their net
asset value ("NAV") plus a sales charge of up to 5.75% of the public offering
price (which maximum may be less for certain Funds, as described in the Funds'
prospectuses as from time to time in effect). The sales charges on Class A
shares are subject to reduction or waiver as permitted by Rule 22d-1 under the
Investment Company Act of 1940 (the "1940 Act") and as described in the Funds'
prospectuses as from time to time in effect.
Class C shares are offered at a public offering price that is equal to their net
asset value ("NAV") plus a sales charge of 1.00% of the public offering price
(which maximum may be less for certain Funds, as described in the Funds'
prospectuses as from time to time in effect). The sales charges on Class C
shares are subject to reduction or waiver as permitted by Rule 22d-1 under the
1940 Act and as described in the Funds' prospectuses as from time to time in
effect. Prior to December 1, 2000, Class C shares were offered at a public
offering price equal to their NAV, without an initial sales charge.
Class B and Class Y shares are offered at their NAV, without an initial sales
charge.
Contingent Deferred Sales Charge
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Purchases of Class A shares of $1 million or more, purchases of Class C shares
or purchases by certain retirement plans as described in the Funds prospectuses,
that are redeemed within one year from purchase are subject to a contingent
deferred sales charge (a "CDSC") of 1% of either the purchase price or the NAV
of the shares redeemed, whichever is less. Class A and C shares are not
otherwise subject to a CDSC.
Class B shares that are redeemed within 6 years from purchase are subject to a
CDSC of up to 5% (4% for shares purchased prior to May 1, 1997) of either the
purchase price or the NAV of the shares redeemed, whichever is less; such
percentage declines the longer the shares are held, as described in the Funds'
prospectuses as from time to time in effect. Class B shares purchased with
reinvested dividends or capital gain distributions are not subject to a CDSC.
The CDSC on Class A, Class B and Class C shares is subject to reduction or
waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act
and as described in the Funds' prospectuses as from time to time in effect.
Class Y shares are not subject to any CDSC.
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Service, Administration and Distribution Fees
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Class A, Class B and Class C shares pay distribution and service fees pursuant
to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans")
for such classes. There is no 12b-1 Plan for Class Y shares.
Class A, Class B and Class C shares each pay, pursuant to the 12b-1 Plans, a
service fee of up to .25% per annum of the average daily net assets attributable
to such class.
Class A shares do not pay a distribution fee, with the exception that the Class
A shares of Nvest Massachusetts Tax Free Income Fund and Nvest Limited Term U.
S. Government Fund pay, pursuant to the 12b-1 Plans, a distribution fee of up to
.10% per annum of the average daily net assets of such Fund attributable to
Class A shares.
Class B and Class C shares pay, pursuant to the 12b-1 Plans, a distribution fee
of up to .75% per annum of the average daily net assets of such Fund
attributable to such class of shares.
Conversion and Exchange Features
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Class B shares automatically convert to Class A shares of the same Fund eight
years after purchase, except that Class B shares purchased through the
reinvestment of dividends and other distributions on Class B shares convert to
Class A shares at the same time as the shares with respect to which they were
purchased are converted. Class Y shares of a Fund purchased through wrap fee
programs offered by certain broker-dealers will, upon termination of the
holder's participation in the wrap fee program and at the discretion of the
broker-dealer, be converted to Class A shares of the same Fund. Class A, Class C
and Class Y shares do not convert to any other class of shares.
Class A shares of any Fund may be exchanged, at the holder's option, for Class A
shares of another Fund without the payment of a sales charge, except that if
Class A shares of Nvest Short Term Corporate Income Fund are exchanged for
shares of a Fund with a higher sales charge, then the difference in sales
charges must be paid on the exchange; and except that Class A shares of Nvest
Intermediate Term Tax Free Fund of California must have been held for at least
six months before the exchange privilege applies to such shares. The holding
period for determining any CDSC will include the holding period of the shares
exchanged. Class A shares may also be exchanged for Class A shares of Nvest Cash
Management Trust or Nvest Tax Exempt Money Market Trust (the "Money Market
Funds"), in which case the holding period for purposes of determining the
expiration of the CDSC on such shares, if any, will stop and will resume only
when an exchange is made back into Class A shares of a Fund. If such Money
Market Fund shares are subsequently redeemed for cash, they will be subject to a
CDSC to the same extent that the shares exchanged would have been subject to a
CDSC at the time of the exchange into the Money Market Fund. Class A shares of a
Money Market Fund so purchased may be exchanged for Class A shares of a Fund
without sales charge or CDSC to the same extent as the Class A shares exchanged
for the Money Market Fund Class A shares could have been so exchanged. The
holding period for determining any CDSC for the acquired Fund shares will not
include the period during which the Money Market Fund shares were held, but will
include the holding period for the Class A Fund shares that were exchanged for
the Money Market Fund shares.
Class A shares of a Fund acquired in connection with certain deferred
compensation plans offered by New England Life Insurance Company ("NELICO") and
its affiliates to any of their directors, senior officers, agents or general
agents may be exchanged, at the holder's option and with the consent of NELICO,
for Class Y shares of the same Fund or for Class Y shares of any other Fund that
offers Class Y shares.
Class B shares of any Fund may be exchanged, at the holder's option, for Class B
shares of another Fund, without the payment of a CDSC. The holding period for
determining the CDSC and the conversion to Class A shares will include the
holding period of the shares exchanged. Class B shares of any Fund may also be
exchanged for Class
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B shares of a Money Market Fund, without the payment of a CDSC. If such Money
Market Fund shares are subsequently redeemed for cash, they will be subject to a
CDSC to the same extent that the shares exchanged would have been subject to a
CDSC at the time of the exchange into the Money Market Fund. If such Money
Market Fund shares are exchanged for Class B shares of a Fund, no CDSC will
apply to the exchange, and the holding period for the acquired shares will
include the holding period of the shares that were exchanged for the Money
Market Fund shares (but not the period during which the Money Market Fund shares
were held).
Class C shares of any Fund may be exchanged, at the holder's option, for Class C
shares of any other Fund that offers Class C shares, without payment of a sales
charge. The holding period for determining any CDSC will include the holding
period of the shares exchanged. Class C shares may also be exchanged for Class C
shares of a Money Market Fund if available, in which case the holding period for
purposes of determining the expiration of the CDSC on such shares, if any, will
stop and will resume only when an exchange is made back into Class C shares of a
Fund. If such Money Market Fund shares are subsequently redeemed for cash, they
will be subject to a CDSC to the same extent that the shares exchanged would
have been subject to a CDSC at the time of the exchange into the Money Market
Fund. Class C shares in accounts of the Money Market Fund established prior to
December 1, 2000 or that have previously been subject to a sales charge may be
exchanged for Class C shares of a Fund without a sales charge. Class C shares in
accounts of the Money Market Fund established on or after December 1, 2000 may
exchange into Class C shares of a Fund subject to the Fund's applicable sales
charge and CDSC.
Class Y shares of any Fund may be exchanged, at the holder's option, for Class Y
shares of any other Fund that offers Class Y shares to the general public, or
for Class A shares of a Money Market Fund or of any other Fund which does not
offer Class Y shares to the general public.
All exchanges are subject to the eligibility requirements or other restrictions
of the Fund to which the shareholder is exchanging.
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