SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CDC NVEST CASH MANAGEMENT TRUST
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(Name of Registrant as Specified In Its Charter)
Metropolitan Life Insurance Company
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[NEF LOGO]
NEW ENGLAND FINANCIAL(TM)
A MetLife Affiliate
August 8, 2001
TO OWNERS OF PREFERENCE VARIABLE ANNUITY CONTRACTS:
A Special Meeting of Shareholders of the CDC Nvest Cash Management Trust --
Money Market Series (the "Fund", formerly the Nvest Money Market Series) of
the CDC Nvest Cash Management Trust (formerly, the Nvest Cash Management Trust)
will be held on September 28, 2001. At the Shareholders Meeting, Metropolitan
Life Insurance Company ("MetLife") will vote all shares of the Fund held in the
New England Retirement Investment Account (the "Account") which are
attributable to Preference Variable Annuity Contracts in accordance with
instructions received from Contract Owners. You are now being asked how shares
of the Fund deemed attributable to your Contract should be voted at the
Shareholders Meeting. The record date is July 31, 2001. All Contract Owners
with an investment in the Fund as of that date will receive the enclosed Proxy
Statement.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting. After reviewing this material, please
complete and execute the Instruction Form and return it in the enclosed,
postage-paid, self-addressed envelope. If you fail to give voting instructions,
shares of the Funds deemed attributable to your Contract will be voted by
MetLife in proportion to the voting instructions received from all other
Preference Contract Owners.
[LOGO]
501 BOYLSTON STREET
BOSTON, MA 02116-3700
T 617-578-2000
New England Life Insurance Company, Boston, MA
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PWVA-MM-I
[THE NEW ENGLAND FINANCIAL MET LIFE AFFILIATES LOGO APPEARS HERE]
August 8, 2001
TO OWNERS OF PREFERENCE VARIABLE ANNUITY CONTRACTS:
A Special Meeting of Shareholders of the CDC Nvest Cash Management Trust --
Money Market Series (the "Fund", formerly the Nvest Money Market Series) of
the CDC Nvest Cash Management Trust (formerly, the Nvest Cash Management Trust)
will be held on September 28, 2001. At the Shareholders Meeting, Metropolitan
Life Insurance Company ("MetLife") will vote all shares of the Fund held in the
New England Retirement Investment Account (the "Account") which are
attributable to Preference Variable Annuity Contracts in accordance with
instructions received from Contract Owners. You are now being asked how shares
of the Fund deemed attributable to your Contract should be voted at the
Shareholders Meeting. Under some plans, plan participants (i.e. annuitants) may
have the right to instruct Contract Owners as to how all or a portion of the
votes attributable to a Contract are to be cast, and Contract Owners are
required to cast such votes as instructed.
IN ORDER FOR THE VOTES UNDER YOUR CONTRACTS TO BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BY YOU AND YOUR ANNUITANTS, YOU MUST RETURN A COMPLETED,
EXECUTED INSTRUCTION FORM. If you fail to return an executed Instruction Form,
shares of the Fund deemed attributable to your Contracts will be voted by
MetLife in proportion to the voting instructions received from all other
Preference Contract Owners.
Enclosed you will find a copy of the Notice of Meeting and Proxy Statement
relating to the Shareholders Meeting, as well as Instruction Forms with the
names of the annuitants who may be entitled to instruct the Contract Owner.
Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)
one Instruction Form to each annuitant entitled to give voting instructions.
One Instruction Form is enclosed for each annuitant who has a right to instruct
the Contract Owner as to how votes are to be cast.
The Instruction Form is to be used by each annuitant to convey instructions to
you as Contract Owner. INSTRUCTION FORMS COMPLETED BY YOUR ANNUITANTS SHOULD
NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM AN ANNUITANT, YOU
SHOULD TRANSFER THESE INSTRUCTIONS TO THE ANNUITANT LISTING PROVIDED. RETURN
ONLY THE SINGLE INSTRUCTION FORM IN YOUR NAME, SIGNED BY YOU, ALONG WITH THE
APPROPRIATELY CHECKED ANNUITANT LIST.
If no annuitants transmit voting instructions, or if the annuitants do not have
the right to instruct, cast all votes at your sole discretion by completing and
signing the Instruction Form.
In order to cast votes under the Contract, you must return an INSTRUCTION FORM
signed by you, the Contract Owner.
If you have any questions concerning these procedures, please call collect,
Melissa Colombo, Product Manager, New England Life Insurance Company at (617)
578-3499.
[LOGO]
501 BOYLSTON STREET
BOSTON, MA 02116-3700
T 617-578-2000
New England Life Insurance Company, Boston, MA
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PWVA-MM-T
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR INSTRUCTION FORM TODAY
Please detach at perforation before mailing.
INSTRUCTION FORM INSTRUCTION FORM
THIS PROXY TO WHICH THESE INSTRUCTIONS RELATE IS SOLICITED
ON BEHALF OF THE TRUSTEES OF THE CDC NVEST CASH MANAGEMENT TRUST
The undersigned hereby instructs that all the shares of the CDC Nvest Cash
Management Trust - Money Market Series deemed attributable to the undersigned's
contract with the issuing insurance company be voted at the Special Meeting of
Shareholders of the Fund on September 28, 2001 (the Notice and Proxy Statement
with respect to which have been received by the undersigned), and all
adjournments thereof, on each proposal described in said notice, as set forth on
the reverse side, and on any other business that may properly come before the
Meeting.
IF THIS FORM IS SIGNED AND RETURNED WITH NO CHOICE INDICATED AS TO ANY PROPOSAL
ON WHICH THE SHARES REPRESENTED BY THE UNDERSIGNED'S CONTRACT ARE ENTITLED TO BE
VOTED, SUCH SHARES SHALL BE VOTED FOR SUCH PROPOSAL.
Note: Please sign exactly as your name or names appear on this Instruction
Form. When signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership forms should be signed by an authorized person indicating the
person's title.
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Signature
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Signature of joint owner, if any
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Date CNE_11860_A
PLEASE VOTE, SIGN AND DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR INSTRUCTION FORM TODAY
Please detach at perforation before mailing.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting and any adjournments thereof. The
Trustees recommend a vote FOR all proposals.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
FOR AGAINST ABSTAIN
1. Approval of a new advisory agreement among CDC Nvest Cash Management Trust [_] [_] [_] 1.
(the "Trust"), on behalf of the CDC Nvest Cash Management Trust - Money Market
Series (the "Fund"), and CDC IXIS Asset Management Advisers, L.P.
2. Approval of a new sub-advisory agreement among the Trust on behalf of the [_] [_] [_] 2.
Fund, CDC IXIS Asset Management Advisers, L.P. and Reich & Tang Asset Management
LLC.
3. Proposal to amend, reclassify, or eliminate the Fund's fundamental
policies as described in the proxy statement:
a. Relating to diversification. [_] [_] [_] 3a.
b. Relating to industry concentration. [_] [_] [_] 3b.
c. Relating to short sales and margin purchases. [_] [_] [_] 3c.
d. Regarding borrowing. [_] [_] [_] 3d.
e. Regarding loans. [_] [_] [_] 3e.
f. Prohibiting purchases and sales of real estate. [_] [_] [_] 3f.
g. Prohibiting purchases and sales of commodities. [_] [_] [_] 3g.
h. Regarding the purchasing and writing of options or warrants. [_] [_] [_] 3h.
i. Regarding investments in illiquid securities. [_] [_] [_] 3i.
j. Regarding pledging. [_] [_] [_] 3j.
k. Concerning unseasoned businesses. [_] [_] [_] 3k.
l. Prohibiting purchases of securities if held by the Trust's or [_] [_] [_] 3l.
Investment Adviser's trustees/directors and officers.
m. Relating to exercising control or management. [_] [_] [_] 3m.
n. Relating to joint trading accounts. [_] [_] [_] 3n.
o. Relating to investing in other investment companies. [_] [_] [_] 3o.