<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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by Rule 14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
NEW ENGLAND FUNDS TRUST I
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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1) Amount previously paid:
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[Corner snipe: NOW BOTH INTERNET VOTING, www.nvestfunds.com, OR
TOLL FREE TELEPHONE VOTING, 1-800-XXX-XXXX, AVAILABLE TO YOU! RESPOND NOW.]
March 1999
Dear Nvest Star Worldwide Fund Shareholder:
The enclosed proxy statement provides detailed information about an important
proposal for Nvest Star Worldwide Fund (formerly New England Star Worldwide
Fund) that requires your vote. We've summarized the pertinent facts here.
Reading this letter completely may make your review of the proxy statement
easier.
Q. WHAT IS THE PROPOSAL The Board of Trustees has appointed Loomis Sayles as
ABOUT? an interim Fund subadviser, upon the termination of
Janus Capital Corporation as manager of a segment of
the Fund. Janus sought the termination primarily
because of their capacity limits in managing global
and international assets. Loomis Sayles, acting as
interim subadviser, assumed day-to-day management of
the segment's investment operations on February 28,
2000. YOUR VOTE IS NECESSARY TO CONFIRM THE
APPOINTMENT BY APPROVING THE NEW SUBADVISORY AGREEMENT
WITH LOOMIS, SAYLES & COMPANY.
Q. WHO IS THE In deciding to approve the appointment of Loomis
LOOMIS SAYLES Sayles, the Trustees considered the qualifications of
INTERNATIONAL Loomis' new International Division. Alexander
DIVISION? Muromcew, John Tribolet and Eswar Menon will co-manage
the portfolio segment. Prior to joining Loomis Sayles
in 1999, the three were portfolio managers at Nicholas
Applegate Capital Management. They also manage Nvest
International Equity Fund as well as several Loomis
funds. Loomis Sayles, established in 1926, is a
limited partnership and one of the oldest investment
management firms in the country.
Q. WHAT IS THE PORTFOLIO Messrs. Muromcew, Tribolet and Menon use a
MANAGERS' APPROACH fundamental, bottom-up approach, building a portfolio
TO MANAGING THE on a company-by-company basis through careful research
FUND'S SEGMENT? and visits with management to select companies that
they expect will perform well despite shifting
economic landscapes. They work to build a
well-diversified portfolio across countries and
industries in both developed and emerging markets
outside of the United States to help offset volatility
in any area of the world - or in any one economic
sector. Each of the segment's managers specializes in
a particular region of the world - Asia, Europe and
emerging markets. This structure is supported by the
outstanding market research capability of Loomis
Sayles.
Over, please
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Q. HOW WILL THE PROPOSED With the Loomis team as a segment manager, Nvest Star
CHANGE AFFECT THE Worldwide Fund will continue to pursue its objective
FUND? of long-term growth of capital through growth-oriented
stocks of foreign and domestic companies, a
diversified approach in which each subadviser is
allocated one quarter of net cash flow each day. Each
subadviser manages its segment of the Fund's assets in
accordance with its distinct investment style and
strategy. We believe that Loomis' international
investing expertise and similar aggressive growth
style makes them a strong fit for this segment of the
portfolio. The Fund will benefit from increased
diversification in both investment style and portfolio
holdings.
REMEMBER - YOUR VOTE Your vote is extremely important, even if you only own
COUNTS! a few Fund shares. Voting promptly is also important.
If we do not receive enough votes, we will have to
resolicit shareholders, which would increase expenses
to the Fund. You may receive a reminder call to return
your proxy from D.F. King & Company, a proxy
solicitation firm.
YOU CAN VOTE ON THE Now you can use the Internet or your telephone, if you
INTERNET, OR BY TOLL want to vote electronically. Access our Web site,
FREE TELEPHONE, IF YOU www.nvestfunds.com or call 1-800-xxx-xxxx.Your control
PREFER. number is printed on the left-hand side of your
enclosed proxy. Just follow the helpful instructions.
If you do vote electronically, you do not need to mail
your proxy card. However, if you want to change your
vote you may do so using the proxy card, telephone or
Internet.
Thank you for your cooperation in voting on this important proposal. If you have
questions, please call your financial representative or 800-225-5478 to talk
with an Investor Service and Marketing representative.
Sincerely,
John T. Hailer
President and CEO
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NVEST STAR WORLDWIDE FUND
(FORMERLY NEW ENGLAND STAR WORLDWIDE FUND)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
APRIL 14, 2000
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of Nvest
Star Worldwide Fund (the "Fund"), a series of Nvest Funds Trust I (the "Trust"),
will be held at the offices of Nvest Funds Distributor, L.P., 399 Boylston
Street, 4th Floor, Boston, Massachusetts 02116, on Friday, April 14, 2000 at
2:00 p.m. (Eastern time), for the following purposes:
1. To approve or disapprove a new Sub-Advisory Agreement relating to a
segment of the Fund between Nvest Funds Management, L.P. and Loomis, Sayles &
Company, L.P.
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
By order of the President of the Trust,
JOHN E. PELLETIER, Secretary
March 9, 2000
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR SHARES ON THE INTERNET; VIA TELEPHONE OR FILL IN, DATE, SIGN
AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN
PERSON IF YOU ATTEND THE MEETING.
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NVEST STAR WORLDWIDE FUND
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Nvest Funds Trust I (the "Trust") for use at
the Special Meeting of Shareholders of Nvest Star Worldwide Fund (the "Fund"), a
series of the Trust, to be held at the offices of Nvest Funds Distributor, L.P.
("Nvest Distributor"), 399 Boylston Street, 4th Floor, Boston, Massachusetts
02116, on Friday, April 14, 2000 at 2:00 p.m. (Eastern time), and at any
adjournment or adjournments thereof (the "Meeting"). This proxy statement and
its enclosures are being mailed to shareholders beginning on or about March 9,
2000. A copy of the Fund's Annual Report dated December 31, 1999 may be obtained
without charge by writing to Nvest Distributor at its address set forth above or
by calling (800) 225-5478.
This Proxy Statement consists of three parts.
PART I contains general information relating to the Meeting.
PART II contains information relating to Proposal 1, the proposed new
Sub-Advisory Agreement for the Segment (as defined in Part II below) of the
Fund between Nvest Funds Management, L.P. ("Nvest Management") and Loomis,
Sayles & Company, L.P. ("Loomis Sayles").
PART III contains information about the Trust, Nvest Management, Loomis
Sayles and certain brokerage and other miscellaneous matters.
I. GENERAL INFORMATION
All shareholders of record on February 25, 2000, the record date for
determining shareholders entitled to vote at the Meeting (the "Record Date"),
are entitled to one vote for each share of beneficial interest of the Fund held
as of that date. The number of shares of beneficial interest of the Fund issued
and outstanding as of the Record Date was _______________________.
Timely, properly executed proxies will be voted as you instruct. You may
vote via the enclosed proxy, or via the internet or telephone using the enclosed
instructions. If you return the enclosed proxy and no choice is indicated, your
proxy will be voted in favor of Proposal 1 set forth in the attached Notice of
Meeting. Votes made on the internet or by telephone must have an indicated
choice in order to be accepted. At any time before it has been voted, your proxy
may be revoked in one of the following ways: (i) by sending a written revocation
to the Secretary of the Trust, (ii) by properly executing a later-dated proxy
(similar to the enclosed proxy or via the internet or via telephone), or (iii)
by attending the Meeting, requesting return of any previously delivered proxy
and voting in person.
The costs of solicitation of proxies will be borne by the Fund.
Solicitation of proxies by personal interview, mail, telephone and telegraph may
be made by officers and Trustees of the Trust and employees of Nvest
Distributor. In addition, the firm of D.F. King & Co., Inc. has been retained to
assist in the solicitation of proxies, at a cost which is not expected to exceed
____________, plus reimbursement of such firm's out-of-pocket expenses.
II. PROPOSAL 1: NEW SUB-ADVISORY AGREEMENT
The Fund is a multi-manager fund, which means that the portfolio of the
Fund is divided into four distinct segments, which are managed by three
different money management firms, as sub-advisers to Nvest Management which
serves as the adviser to the Fund. Until recently, Janus Capital Corporation
("Janus") managed one of the segments of the Fund, pursuant to a Sub-Advisory
Agreement dated August 30, 1996, between Nvest Management and Janus (the
"Previous Sub-Advisory Agreement").
The Trustees have approved, and recommend that the shareholders of the
Fund approve, a new Sub-Advisory Agreement (the "New Sub-Advisory Agreement")
for the Fund between Nvest Management and Loomis Sayles (Proposal 1). The New
Sub-Advisory Agreement would be substantially similar to the Previous
Sub-Advisory Agreement which was until recently in effect between Nvest
Management and Janus, except references to Janus would be changed to references
to Loomis Sayles. The New Sub-Advisory Agreement would not affect the gross
management fee paid by the Fund to Nvest Management or the sub-advisory fees
paid by the Fund or Nvest Management to the sub-advisers.
ADVISORY AGREEMENT
Nvest Management has acted as the Fund's adviser since December 29, 1995,
and currently acts as the Fund's adviser pursuant to an advisory agreement dated
August 30, 1996 and amended May 1, 1998 (the "Advisory Agreement"). The Trustees
of the Trust approved the Advisory Agreement at a meeting held on October 27,
1995, and the Fund's shareholders approved the Advisory Agreement at a meeting
held on December 29, 1995. The purpose of the submission of the Advisory
Agreement for shareholder approval at such time was for such agreement's initial
approval upon the Fund's inception and to approve its continuation following the
merger of Nvest Management's former parent company, New England Mutual Life
Insurance Company, with and into Metropolitan Life Insurance Company
("MetLife"), with MetLife as the surviving company. This merger was consummated
on August 30, 1996. As of May 1, 1998, the Advisory Agreement was amended to
provide that the management fees payable by the Fund to Nvest Management be
reduced by the amounts of any sub-advisory fees paid directly by the Fund to any
sub-adviser. This amendment to the Advisory Agreement did not change the
management fee rate under the Advisory Agreement, nor the services to be
provided to the Fund by Nvest Management under the Advisory Agreement.
Furthermore, this amendment did not change the overall level of fees payable by
the Fund.
Under the Advisory Agreement, Nvest Management has overall advisory and
administrative responsibility with respect to the Fund. The Advisory Agreement
also provides that Nvest Management will, subject to Nvest Management's rights
to delegate such responsibilities to other parties, provide to the Fund both (1)
portfolio management services (defined to mean managing the investment and
reinvestment of the assets of the Fund, subject to the supervision and control
of the Trustees) and (2) administrative services (defined to mean furnishing or
paying the expenses of the Fund for office space, facilities and equipment,
services of executive and other personnel of the Trust and certain other
administrative and general management services). Under the Advisory Agreement,
the annual management fee rate payable by the Fund to Nvest Management is 1.05%
of the Fund's average daily net assets. For the fiscal year ended December 31,
1999, the aggregate management fee paid by the Fund to Nvest Management under
the Advisory Agreement was $______.
PREVIOUS SUB-ADVISORY AGREEMENT
Nvest Management has delegated its responsibility under the Advisory
Agreement to provide portfolio management services to the Fund to three
different sub-advisers, each sub-adviser managing one or more different segments
of the Fund's portfolio. Until February 28, 2000, Nvest Management delegated its
responsibility for managing the assets of one such segment (the "Segment") to
Janus pursuant to the Previous Sub-Advisory Agreement, which was dated August
30, 1996. The Previous Sub-Advisory Agreement was approved by the Trustees of
the Trust at a meeting held on October 27, 1995 and was last submitted to the
Fund's shareholders for approval on December 29, 1995. The purpose of the
submission of the Previous Sub-Advisory Agreement for shareholder approval at
such time was for such agreement's initial approval upon the Fund's inception
and to approve its continuation following the merger of Nvest Management's
former parent company, New England Mutual Life Insurance Company, with and into
MetLife, as described above. The Trustees of the Trust, at a meeting held on May
14, 1999, approved the continuation of the Previous Sub-Advisory Agreement for a
one-year period beginning on June 1, 1999. Under the terms of the Previous
Sub-Advisory Agreement, Janus was authorized to effect portfolio transactions
for the Segment, using its own discretion and without prior consultation with
Nvest Management. Janus was also required to report periodically to Nvest
Management and the Trustees of the Trust.
The Previous Sub-Advisory Agreement provided for sub-advisory fees payable
by Nvest Management to Janus at an annual rate of 0.65% of the first $50 million
of the Segment's average daily net assets, 0.60% of such assets between $50
million and $100 million, and 0.55% of such assets in excess of $100 million.
Nvest Management paid Janus a sub-advisory fee of $___ for the fiscal year ended
December 31, 1999.
INTERIM AND NEW SUB-ADVISORY AGREEMENTS
On January 5, 2000 Janus informed Nvest Management of its intention to
resign as sub-adviser to the Segment. Nvest Management therefore recommended and
the Trustees of the Trust determined that it would be appropriate for Loomis
Sayles to assume responsibility for the day-to-day management of the Segment's
portfolio as sub-adviser. Thus, upon the recommendation of Nvest Management, the
Trustees voted on February 25, 2000 to terminate the Previous Sub-Advisory
Agreement as of the close of business on February 25, 2000 and to approve both
(i) an interim sub-advisory agreement between Nvest Management and Loomis Sayles
to be effective on February 28, 2000 and to continue until July 24, 2000 or
until shareholders of the Fund approve the New Sub-Advisory Agreement, whichever
occurs first (the "Interim Sub-Advisory Agreement"), by which Nvest Management
appointed Loomis Sayles to act as sub-adviser to the Segment beginning February
28, 2000, and (ii) the New Sub-Advisory Agreement, by which Loomis Sayles would,
following approval of the New Sub-Advisory Agreement by the Fund's shareholders
(assuming such approval is obtained), continue to act as sub-adviser to the
Fund. The terms of the New Sub-Advisory Agreement are substantially identical to
those of the Interim Sub-Advisory Agreement, which in turn are substantially
identical to those of the Previous Sub-Advisory Agreement, except that (a)
references to Janus in the Previous Sub-Advisory Agreement have been changed to
references to Loomis Sayles in the Interim Sub-Advisory Agreement and New
Sub-Advisory Agreement, (b) the new Sub-Advisory Agreement references the
Segment's directed brokerage practices, as discussed in the Portfolio
Transactions and Brokerage Section of Part III of this statement and (c) the
fees payable to Loomis Sayles under the Interim Sub-Advisory Agreement and under
the New Sub-Advisory Agreement will be paid by the Fund rather than Nvest
Management and Nvest Management's management fee will be reduced by the amount
paid by the Fund to Loomis Sayles. This change in payment structure has no
effect on the total management fee paid by the Fund or in the amounts received
by Nvest Management and the sub-adviser with regard to the Segment. The fee rate
payable by the Fund to Loomis Sayles under the Interim Sub-Advisory Agreement is
identical to the rate previously paid to Janus, which is: 0.65% of the first $50
million of the Segment's average daily net assets, 0.60% of such assets between
$50 million and $100 million, and 0.55% of such assets in excess of $100
million. The fee rate payable to Loomis Sayles under the New Sub-Advisory
Agreement is set forth below.
The New Sub-Advisory Agreement is subject to approval by the Fund's
shareholders, which approval ordinarily must be obtained before such an
agreement takes effect. However, the Interim Sub-Advisory Agreement went into
effect on February 28, 2000, pursuant to a rule of the SEC which, under certain
circumstances, allows such agreements to take effect, and to remain in effect
until July 24, 2000, without receiving prior shareholder approval, as long as
the fees payable under such agreement do not exceed the fees payable under the
predecessor agreement. If the New Sub-Advisory Agreement is approved by the
Fund's shareholders, it will take effect at the close of business on the date
such approval is obtained. It is expected that such approval will be obtained on
or soon after April 14, 2000, at which time the Interim Sub-Advisory Agreement
would terminate and Loomis Sayles would begin earning sub-advisory fees under
the New Sub-Advisory Agreement.
The Trustees recommend that the shareholders approve the New Sub-Advisory
Agreement. In making this recommendation, the Trustees considered the
performance record of the Loomis Sayles management team relative to benchmarks
and competitor funds. In addition, the Trustees considered the perceived
investment capabilities of Loomis Sayles and its portfolio management personnel.
The primary reason for Janus' decision to seek termination relates to its
decision to concentrate assets under larger, more profitable advisory
arrangements and to limit international and global assets under management.
Nvest Management has been very satisfied with the relationship with Janus and
continues to maintain a relationship.
The Securities and Exchange Commission issued an order to the Trust and
Nvest Management that permits Nvest Management to amend or continue existing
sub-advisory agreements related to the Fund when approved by the Board of
Trustees, without shareholder approval. The exemption also permits Nvest
Management to enter into new sub-advisory agreements related to the Fund with
sub-advisers that are not affiliated with Nvest Management, if approved by the
Board of Trustees. Loomis Sayles is an affiliate of Nvest Management as
described in "Other Information -- Information About Loomis Sayles." Therefore,
the exemption does not apply to the New Sub-Advisory Agreement and the New
Sub-Adviosry Agreement can take effect only if approved by vote of the Fund's
shareholders.
LOOMIS SAYLES AS SUB-ADVISER OF THE SEGMENT
In deciding to approve the appointment of Loomis Sayles as sub-adviser to
the Segment and to recommend the New Sub-Advisory Agreement for shareholder
approval, the Trustees considered the qualifications of Loomis Sayles and its
personnel to provide portfolio management services to the Segment. The Trustees
also reviewed information about Loomis Sayles' proposed approach to managing the
Segment's portfolio. Loomis Sayles' investment approach uses rigorous
fundamental research and active management to analyze a broad selection of
company or industry sectors and to seek growth-oriented stocks of well-managed
companies that are industry leaders globally and possess strong competitive
positions with pricing power and strong distribution. In addition to its
bottom-up approach to security selection, Loomis Sayles uses an overlay of
country and industry macro-economic data to provide guidelines for portfolio
weighting with a view towards minimizing portfolio risk.
Alexander Muromcew, John Tribolet and Eswar Menon co-manage the Segment's
portfolio under the Interim Sub-Advisory Agreement and would continue to be the
Segment's co-portfolio managers under the New Sub-Advisory Agreement. Messrs.
Muromcew, Tribolet and Menon, Vice Presidents of Loomis Sayles, joined the
company in 1999. Prior to joining Loomis Sayles, Messrs. Muromcew, Tribolet and
Menon were portfolio managers at Nicholas Applegate Capital Management since
1996, 1997 and 1995, respectively. Prior to 1996, Mr. Muromcew held positions in
Jardine Fleming Securities in Japan, Emerging Markets Investor Corporation and
Teton Partners L.P. Prior to 1997, Mr. Tribolet was a full time MBA student at
the University of Chicago and spent three years in the investment banking
industry, most recently at Paine Webber Inc. Prior to 1995, Mr. Menon spent five
years with Koeneman Capital Management and Integrated Device Technology.
Messrs. Muromcew, Tribolet and Menon also serve as co-portfolio
managers for Nvest International Equity Fund, Loomis Sayles International
Equity Fund, Loomis Sayles Emerging Markets Fund and the International
Equities sector of Loomis Sayles Worldwide Fund.
RESTRUCTURING COSTS
Loomis Sayles has reviewed the existing portfolio holdings of the Segment
to determine what holdings it would expect to sell in order to conform the
Segment's portfolio to Loomis Sayles' judgment as to stock selection. Based on
this review, Loomis Sayles informed the Trustees that it expects to sell
approximately __% of the dollar value of the Segment's existing portfolio, and
to reinvest the sale proceeds in other stocks. Loomis Sayles estimates that
these transactions would result in brokerage costs of approximately $____ to the
Fund. In addition to these commission costs, the transactions will involve
additional costs to the Fund resulting from the impact of the transactions on
the prices received and paid by the Fund for the securities being sold and
bought. Although these costs cannot be precisely ascertained, Loomis Sayles
estimates that they would be approximately $___. In addition, Loomis Sayles
estimates that the transactions, based on early 2000 market prices, will result
in the realization of approximately $___ million of long-term capital gains (or
approximately $___ per share of the Fund). These gains, together with any other
long-term capital gains realized by the Fund as a whole (i.e. all segments) in
2000 (reduced by any realized capital losses), will be distributed to Fund
shareholders at the end of the year and will constitute taxable long-term
capital gains in the hands of the recipient Fund shareholders. The foregoing
estimates were prepared in early 2000 based on then-current Segment holdings and
market information available to Loomis Sayles. The actual costs of restructuring
the Segment's portfolio could be higher or lower, depending on market conditions
and other factors. Loomis Sayles expects that the restructuring will be
completed within a few weeks after Loomis Sayles' assumption of responsibility
for management of the Segment's portfolio on February 28, 2000.
DESCRIPTION OF THE NEW SUB-ADVISORY AGREEMENT
A copy of the New Sub-Advisory Agreement is set forth as Appendix A to
this Proxy Statement. The following description of the New Sub-Advisory
Agreement is qualified in its entirety by reference to the full text of the
Agreement as set forth in Appendix A.
The New Sub-Advisory Agreement, which will take effect (assuming
shareholder approval) on or soon after April 14, 2000, requires Loomis Sayles to
manage the investment and reinvestment of the assets of the Segment, subject to
the supervision of Nvest Management. Under the terms of the New Sub-Advisory
Agreement, Loomis Sayles is authorized to effect portfolio transactions for the
Segment, using its own discretion and without prior consultation with Nvest
Management. Loomis Sayles is required to report periodically to Nvest Management
and the Trustees of the Trust. The New Sub-Advisory Agreement provides that the
Fund shall compensate Loomis Sayles at the annual rate of 0.65% of the first $50
million of the Segment's average daily net assets, 0.60% of such assets between
$50 million and $100 million, and 0.55% of such assets in excess of $100
million. As of March 1, 2000, the net assets of the Segment were approximately
$___ million.
The New Sub-Advisory Agreement provides that it will continue in effect
for two years from its date of execution and thereafter from year to year if its
continuance is 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 Fund
and (ii) by vote of a majority of the Trustees who are not "interested persons,"
as that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Trust, Nvest Management or Loomis Sayles, cast in person at
a meeting called for the purpose of voting on such approval. Any amendment to
the New Sub-Advisory Agreement must be approved by Nvest Management and Loomis
Sayles and, if required by law, by vote of a majority of the outstanding voting
securities of the Fund and by a majority of the Trustees who are not interested
persons, cast in person at a meeting called for the purpose of voting on such
approval. The New Sub-Advisory Agreement may be terminated without penalty by
vote of the Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund, upon sixty days' written notice, or by Loomis Sayles or
Nvest Management upon ninety days' written notice, and will terminate
automatically in the event of its assignment. The New Sub-Advisory Agreement
will automatically terminate if the Advisory Agreement is terminated. The New
Sub-Advisory Agreement is non-exclusive with respect to Loomis Sayles' services.
The New Sub-Advisory Agreement provides that Loomis Sayles shall not be
subject to any liability in connection with the performance of its services
thereunder in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
EFFECTS OF THE PREVIOUS, INTERIM AND NEW SUB-ADVISORY AGREEMENTS
Under the Previous Sub-Advisory Agreement for the fiscal year ended
December 31, 1999, Nvest Management paid sub-advisory fees of $___ to Janus. If
the Interim Sub-Advisory Agreement or the New Sub-Advisory Agreement had been in
effect during 1999, this same amount of sub-advisory fees would have been
payable by the Fund to Loomis Sayles. All sub-advisory fees under the Previous
Sub-Advisory Agreement were payable by Nvest Management to Janus. All
sub-advisory fees payable under the Interim Sub-Advisory Agreement and the New
Sub-Advisory Agreement will be payable by the Fund to Loomis Sayles.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE FUND VOTE TO APPROVE THE PROPOSED NEW
SUB-ADVISORY AGREEMENT.
REQUIRED VOTE
The required vote for approval of the New Sub-Advisory Agreement is the
lesser of (1) 67% of the shares of the Fund represented at the Meeting, if more
than 50% of the shares of the Fund are represented at the Meeting, or (2) more
than 50% of the outstanding shares of the Fund. If the shareholders of the Fund
do not approve the New Sub-Advisory Agreement at the Meeting, the Trustees will
consider alternative arrangements for the management of the Fund's portfolio,
and the Interim Sub-Advisory Agreement will be terminated not later than on July
24, 2000, 150 days after the Previous Sub-Advisory Agreement was terminated.
III. OTHER INFORMATION
INFORMATION ABOUT THE TRUST
The Trust was organized as a Massachusetts business trust pursuant to a
Declaration of Trust dated June 7, 1985. The Trust has twelve separate funds
currently.
INFORMATION ABOUT NVEST MANAGEMENT
Nvest Management, formed in 1995, is a limited partnership. Its sole
general partner, Nvest Distribution Corporation, is a wholly owned subsidiary of
Nvest Holdings, L.P. ("Nvest Holdings"), which in turn is a wholly owned
subsidiary of Nvest Companies, L.P. ("Nvest Companies"). Nvest Distribution
Corporation is also the sole general partner of Nvest Distributor, which is the
principal underwriter for the Fund. Nvest Companies owns the entire limited
partnership interest in each of Nvest Management and Nvest Distributor. Nvest
Companies' managing general partner, Nvest Corporation, is a wholly-owned
subsidiary of MetLife New England Holdings, Inc., which in turn is a
wholly-owned subsidiary of MetLife, a mutual life insurance company. MetLife
owns approximately 47% (and in the aggregate, directly and indirectly,
approximately 48%) of the outstanding limited partnership interests in Nvest
Companies. Nvest Companies' advising general partner, Nvest, L.P., is a publicly
traded company listed on the New York Stock Exchange. Nvest Corporation is the
sole general partner of Nvest, L.P. The fourteen principal subsidiary or
affiliated asset management firms of Nvest Companies, collectively, have more
than $__ billion of assets under management or administration as of December 31,
1999.
The principal executive officer of Nvest Management is Neal G. Litvack,
who is the President of the Trust and whose principal occupation is his position
with Nvest Companies. The address of Nvest Management, Nvest Distributor, Nvest
Distribution Corporation, Nvest Holdings, Nvest Companies, Nvest Corporation and
Mr. Litvack is 399 Boylston Street, Boston, Massachusetts 02116. The address of
MetLife New England Holdings, Inc. and MetLife is One Madison Avenue, New York,
New York 10010.
INFORMATION ABOUT LOOMIS SAYLES
Loomis Sayles, organized in 1926, is a limited partnership and is one of
the oldest investment management firms in the country. Its sole general partner,
Loomis, Sayles & Company, Incorporated ("LSCI"), is a wholly-owned subsidiary of
Nvest Holdings. Nvest Companies owns the entire limited partnership interest in
Loomis Sayles. As of February 28, 2000, Loomis Sayles had approximately $___ in
assets under management. The principal executive officer of Loomis Sayles is
Robert Blanding, whose principal occupation is his position with Loomis Sayles.
The address of Loomis Sayles and LSCI is One Financial Center, Boston,
Massachusetts 02111. Mr. Blanding's address is 555 California Street, San
Francisco, California 94104.
Loomis Sayles acts as an investment adviser to the following mutual funds
that have investment objectives and policies similar to those of the Segment,
for compensation at the annual fee rates of the corresponding average net assets
levels of those funds set forth in the table below. The table also sets forth
the net assets of those funds at December 31, 1999:
Annual Fee Rate (as a
Net Assets (in percentage of average net
Fund millions) assets)
- ----------------------------------------------------- -------------------------
Loomis Sayles International $____ 0.75% of all assets +
Equity Fund
Nvest International Equity Fund $____ 0.90% of all assets ++
+ Loomis Sayles has contractually agreed, until February 1, 2001, to reduce its
advisory fees and/or bear expenses of the Loomis Sayles International Equity
Fund to the extent necessary to limit total operating expenses of each class
of shares of this fund to specified annual percentage rates of this fund's
average net assets.
++ Nvest Management has given a binding undertaking, until May 1, 2000 to reduce
its advisory fees and/or bear expenses of Nvest International Equity Fund to
the extent necessary to limit total operating expenses of each class of
shares of this fund to specified annual percentage rates of this fund's
average net assets.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Loomis Sayles selects only brokers or dealers that it believes are
financially responsible and will provide efficient and effective services in
executing, clearing and settling an order. Loomis Sayles will use its best
efforts to obtain information as to the general level of commission rates being
charged by the brokerage community from time to time and to evaluate the overall
reasonableness of brokerage commissions paid on transactions by reference to
such data. In making such evaluation, all factors affecting liquidity and
execution of the order, as well as the amount of the capital commitment by the
broker in connection with the order, are taken into account. Transactions in
unlisted equity securities are generally carried out through broker-dealers who
make the primary market for such securities unless, in the judgment of Loomis
Sayles, more favorable execution can be obtained by carrying out such
transactions through other brokers or dealers.
Receipt of research services from brokers or dealers may sometimes be a
factor in selecting a broker or dealer. These research services include not only
a wide variety of reports, publications, subscriptions, quotation services, news
services, investment-related hardware and software, and data on such matters as
economic and political developments, industries, companies, securities,
portfolio strategy, account performance, credit analysis, stock and bond market
conditions and projections, asset allocation, portfolio structure, economic
forecasts, investment strategy advice, fundamental and technical advice on
individual securities, valuation advice and market analysis, but also meetings
with management representatives of issuers and with other analysts and
specialists. Although it is not possible to assign an exact dollar value to
these services, they may, to the extent used, tend to reduce Loomis Sayles'
expenses. Such services may be used by Loomis Sayles in servicing other client
accounts and in some cases may not be used with respect to the Segment. Although
the New Sub-Advisory Agreement allows for such, receipt of services or products
other than brokerage and research services is not a factor in the selection of
brokers or dealers. Consistent with the Conduct Rules of the National
Association of Securities Dealers, Inc., Loomis Sayles may, however, consider
purchases of shares of the Segment and other funds managed by Loomis Sayles by
customers of broker-dealers as a factor in the selection of broker-dealers to
execute the Segment's securities transactions.
In placing orders for the purchase and sale of securities for the Segment,
Loomis Sayles may cause the Segment to pay a broker-dealer that provides the
brokerage and research services to Loomis Sayles an amount of commission for
effecting a securities transaction for the Segment in excess of the amount
another broker-dealer would have charged for effecting that transaction if
Loomis Sayles determines in good faith that such greater commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker-dealer viewed in terms of that particular
transaction or Loomis Sayles' overall responsibilities to the Trust and other
clients for which Loomis Sayles exercises investment discretion. Loomis Sayles'
authority to cause the Segment to pay such greater commissions is also subject
to such policies as the Trustees of the Trust may adopt from time to time.
To the extent permitted by applicable law, and in all instances subject to
the foregoing policy of best execution, Loomis Sayles may allocate brokerage
transactions in a manner that takes into account the sale of shares of one or
more funds distributed by Nvest Distributor. In addition, Loomis Sayles may
allocate brokerage transactions to broker-dealers (including affiliates of the
Distributor) 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.
CERTAIN PAYMENTS TO AFFILIATES
In addition to advisory fees payable to Nvest Management, the Fund
compensates Nvest Distributor and Nvest Services Company ("Nvest Services"), a
wholly owned subsidiary of Nvest Distribution Corporation, for providing various
services to the Fund and its shareholders. In 1999, these payments to Nvest
Services amounted to $___ for transfer agency services. In 1999, payments to
Nvest Distributor amounted to $___ for service and distribution (Rule 12b-1)
fees for Class A shares, $___ for service and distribution (Rule 12b-1) fees for
Class B shares, $___ for service and distribution (Rule 12b-1) fees for Class C
shares and $___ for the provision of certain legal and accounting services. In
addition, in 1999 Nvest Distributor received from the Fund's shareholders $___
in sales charges (including contingent deferred sales charges on Class A and B
shares). These arrangements are not affected in any way by the New Sub-Advisory
Agreement.
CERTAIN TRUSTEES AND OFFICERS OF THE TRUST
The following persons are both (1) Trustees or officers of the Trust and
(2) officers or employees of Nvest Management (or officers or directors of that
firm's corporate general partner): Thomas P. Cunningham and John E. Pelletier.
In addition, Peter S. Voss, President and Chief Executive Officer of Nvest
Companies, is a Trustee and an officer of the Trust and a director of LSCI.
Shareholders as of the Record Date
As of the Record Date, the following persons owned beneficially (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), the
following numbers of shares of each class of shares of the Fund, representing
the indicated percentage of the outstanding shares of such class:
CLASS SHAREHOLDER NUMBER OF SHARES PERCENT
----- ----------- ---------------- -------
[to be supplied]
As of the Record Date, the officers and Trustees of the Trust as a group
owned less than 1% of the outstanding shares of the Fund.
OTHER MATTERS
Forty percent of the shares of the Fund outstanding on the Record Date,
present in person or represented by proxy, constitutes a quorum for the
transaction of business at the Meeting, although at least 50% of the outstanding
shares of the Fund must be present or represented at the Meeting in order for
Proposal 1 to be approved. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed by the Trust as tellers for the Meeting. The
tellers will count the total number of votes cast "for" approval of Proposal 1
for purposes of determining whether sufficient affirmative votes have been cast.
The tellers will count all shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as
to which instructions have not been received from the beneficial owners or the
persons entitled to vote) for purposes of determining the presence of a quorum.
With respect to Proposal 1, assuming the presence of a quorum, abstentions and
broker non-votes have the effect of a negative vote on the proposal.
In the event that a quorum is not present, or if sufficient votes in favor
of Proposal 1 are not received by April 14, 2000, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of Proposal 1
and will not vote any proxies that direct them to abstain from voting on such
Proposal. Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to present or
knows that others will present is Proposal 1 mentioned in the Notice of Special
Meeting. Nonetheless, you are being asked on the enclosed proxy to authorize the
persons named therein to vote in accordance with their judgment with respect to
any additional matters which properly come before the Meeting, and on all
matters incidental to the conduct of the Meeting.
SHAREHOLDER PROPOSALS AT FUTURE MEETINGS
The Trust does not hold annual or other regular meetings of shareholders.
Shareholder proposals to be presented at any future meeting of shareholders of
the Trust must be received by the Trust a reasonable time before the Trust's
solicitation of proxies for that meeting in order for such proposals to be
considered for inclusion in the proxy materials relating to that meeting.
March 9, 2000
<PAGE>
APPENDIX A
NVEST STAR WORLDWIDE FUND
Sub-Advisory Agreement
(Loomis, Sayles & Company, L.P.)
Sub-Advisory Agreement (this "Agreement") entered into as of April 14,
2000, by and among Nvest Funds Trust I, a Massachusetts business trust (the
"Trust"), with respect to its Nvest Star Worldwide Fund series (the "Series"),
Nvest Funds Management, L.P., a Delaware limited partnership (the "Manager"),
and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the
"Sub-Adviser").
WHEREAS, the Manager has entered into an Advisory Agreement dated August
30, 1996 and amended May 1, 1998 (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 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 (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 Segment, 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 Custodian, as defined in
Section 3, 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 in 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 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
Segment (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 Segment 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 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 Segment 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 and mark "Loomis, Sayles & Company, L.P." and that
all use of any designation consisting in whole or in part of "Loomis, Sayles &
Company, L.P." (a "Loomis Sayles Mark") under this Agreement shall inure to the
benefit of the Sub-Adviser. The Manager on its own behalf and on behalf of the
Segment agrees not to use any Loomis Sayles Mark in any advertisement or sales
literature or other materials promoting the Segment, except with 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 Loomis Sayles Mark(s) 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 Manager 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 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 Segment.
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 the Series' distributor, Nvest Funds Distributor, L.P.
("Nvest Distributor"). In addition, the Sub-Adviser may allocate brokerage
transactions to broker-dealers (including affiliates of Nvest Distributor) 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.
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% of the first $50
million of the average daily net assets (including cash or cash equivalents) of
the Segment, 0.60% of the next $50 million of such assets and 0.55% of such
assets in excess of $100 million. 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 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 Series
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 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, 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-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 or present 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 Series shall hold harmless and indemnify the Indemnified
Parties for any loss arising out of any act or omission of 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
acknowledges and agrees that the Sub-Adviser makes no representation or
warranty, expressed or implied, that any level of performance or investment
result 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 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
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 or 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. This Agreement shall be governed by and interpreted in accordance with
the laws of The Commonwealth of Massachusetts.
NVEST FUNDS MANAGEMENT, L.P.
By Nvest Distribution Corporation, its general partner
By: ______________________________
Name: John E. Pelletier
Title: Senior Vice President, General Counsel,
Secretary & Clerk
NVEST FUNDS TRUST I,
on behalf of its Nvest Star Worldwide Fund series
By: ______________________________
Name: Neal G. Litvack
Title: President
Loomis, Sayles & Company, L.P.
By Loomis, Sayles & Company, Incorporated, its general partner
By: _______________________________
Name: _______________________________
Title: ______________________________
NOTICE
A copy of the Agreement and Declaration of Trust establishing 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 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.
<PAGE>
YOUR VOTE IS NEEDED
Internet and telephone voting are now available. Please see the instructions in
the enclosed letter for details. If voting by mail, please vote on the reverse
side of this form and sign in the space provided. Return your completed proxy in
the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted. Please return them as soon as possible to avoid additional mailings.
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign a full corporate name and indicate the signer's office.
If a partnership, please sign in the partnership name.
The undersigned hereby appoints Neal G. Litvack, Thomas P. Cunningham and John
E. Pelletier, and each of them, proxies, with full power of substitution to
each, and hereby authorizes them to represent and to vote, as designated on the
reverse side hereof, at the Special Meeting of Shareholders of Nvest Star
Worldwide Fund (the "Fund") on April 14, 2000 at 2:00 p.m. Eastern Time, and at
any adjournment thereof, all of the shares of the Fund which the undersigned
would be entitled to vote if personally present.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
<PAGE>
VOTE BY MAIL
NVEST STAR WORLDWIDE FUND
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR the
prosposals listed below:
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. Proposal to approve new Sub-Advisory For Against Abstain
Agreement relating to a segment of the [ ] [ ] [ ]
Fund between Nvest Funds Management,
L.P. and Loomis, Sayles & Company, Inc.
Please be sure to sign and date this Proxy
Shareholder sign here:________________________________
Co-owner sign here:___________________________________
Date:_________________________________________________
