CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST CASH MANAGEMENT TRUST
CDC NVEST TAX EXEMPT MONEY MARKET TRUST
CDC NVEST COMPANIES TRUST I
AEW REAL ESTATE INCOME FUND
LOOMIS SAYLES FUNDS I
LOOMIS SAYLES FUNDS II
Dated August, 2003
CODE OF ETHICS PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY
ACT OF 2002 FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
OFFICERS
I. Covered Persons/Purpose of the Code
This Code of Ethics (this "Code") pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002 has been adopted by the registered investment
companies (each a "Fund" and, collectively, the "Funds") listed on Exhibit A and
applies to each Fund's Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer (the "Covered Persons," all covered persons are
set forth in Exhibit B) for the purpose of promoting:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission (the "SEC") and in other public
communications made by the registrant
o Compliance with applicable governmental laws, rules and regulations;
o The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code of violations of
the Code; and
o Accountability for adherence to the Code.
Each Covered Person should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to conflicts of interest.
II. Covered Persons Should Handle Ethically Actual and Apparent Conflicts of
Interest
Overview. A "conflict of interest" occurs when a Covered Person's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Person's, or a member
of the Covered Person's family or household, receives improper personal benefits
as a result of the Covered Person's position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Persons and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 (including the regulations
thereunder, the "1940 Act") and the Investment Advisers Act of 1940 (including
the regulations thereunder, the "Investment Advisers Act"). For example, Covered
Persons may not engage in certain transactions with the Fund because of their
status as "affiliated persons" of the Fund. The Funds and their investment
advisers; subadvisers; distributors and administrators (each a "Service
Provider" and, collectively, the "Service Providers") compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code. See also Section V of this code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Funds and their Service Providers of which the Covered
Persons are also officers or employees. As a result, this Code recognizes that
the Covered Persons will, in the normal course of their duties (whether for the
Funds or for a Service Provider, or for each), be involved in establishing
policies and implementing decisions that will have different effects on the
Service Providers and the Funds. The participation of the Covered Persons in
such activities is inherent in the contractual relationships between the Funds
and their Service Providers and is consistent with the performance by the
Covered Persons of their duties as officers of the Funds. Thus, if performed in
conformity with the provisions of the 1940 Act and the Investment Advisers Act,
such activities will be deemed to have been handled ethically. In addition, it
is recognized by the Funds' Boards of Trustees ("Boards") that the Covered
Persons may also be officers or employees of one or more other investment
companies covered by this or other codes and that such service, by itself, does
not give rise to a conflict of interest.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not the subject of provisions of the 1940 Act and the Investment
Advisers Act. The following list provides examples of conflicts of interest
under the Code, but Covered Persons should keep in mind that these examples are
not exhaustive. The overarching principle is that the personal interest of a
Covered Person should not be placed improperly before the interest of a Fund.
Each Covered Person must not:
o use his/her personal influence or personal relationships improperly to
influence investment decisions or financial reporting by a Fund
whereby the Covered Person would benefit personally to the detriment
of the Fund;
-2-
o cause a Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Person rather than the
benefit the Fund; or
o retaliate against any other Covered Person or any employee of the
Funds or their Service Providers for reports of potential violations
that are made in good faith.
There are some conflict of interest situations that should always be
approved by the Chief Legal Officer ("CLO") of the Fund (or, with respect to
activities of the CLO if he/she is a Covered Person, by the President ). These
conflict of interest situations are listed below:
o service on the board of directors or governing board of a publicly
traded entity;
o acceptance of any investment opportunity, gift, gratuity or other
thing of more than nominal value from any person or entity that does
business, or desires to do business, with the Fund. This restriction
shall not apply to (i) gifts from a single giver so long as their
aggregate annual value does not exceed the equivalent of $100 or (ii)
attending business meals, business related conferences, sporting
events and other entertainment events at the expense of a giver, so
long as the expense is reasonable;
o any ownership interest in, or any consulting relationship with, any
entities doing business with a Fund, other than a Service Provider or
an affiliate of a Service Provider. This restriction shall not apply
to or otherwise limit the ownership of publicly traded securities so
long as the Covered Person's ownership does not exceed more than 2% of
the outstanding securities of the relevant class; and
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Fund for effecting portfolio transactions
or for selling or redeeming shares other than an interest arising from
the Covered Person's employment with a Service Provider or its
affiliate. This restriction shall not apply to or otherwise limit (i)
the ownership of publicly traded securities so long as the Covered
Person's ownership does not exceed more than 2% of the particular
class of security outstanding or (ii) the receipt by the Service
Provider of research or other benefits in exchange for "soft dollars".
III. Disclosure and Compliance
o Each Covered Person should familiarize himself with the disclosure
requirements generally applicable to a Fund;
o Each Covered Person should not knowingly misrepresent, or cause others
to misrepresent, facts about a Fund to others, whether within or
outside the
-3-
Fund, including to the Fund's Board and auditors, and to governmental
regulators and self-regulatory organizations;
o Each Covered Person should, to the extent appropriate within his/her
area of responsibility, consult with other officers and employees of
the Funds and the adviser with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents the Funds file with, or submit to, the SEC and in other
public communications made by the Funds; and
o It is the responsibility of each Covered Person to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Person must:
o upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Person), affirm in writing to the Funds that he/she has
received, read, and understands the Code;
o annually thereafter affirm to the Funds that he/she has complied with
the requirements of the Code; and
o notify the CLO of the Funds promptly if he/she knows of any violation
of this Code (with respect to violations by the CLO if he/she is a
Covered Person, the Covered Person shall report to the President).
Failure to do so is itself a violation of this Code.
The CLO of a Fund is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers other than those this Code states can be granted by the CLO, sought by
the CLO or Covered Person will be considered by the relevant Fund's Audit
Committee (the "Committee").
The Funds will follow these procedures in investigating and enforcing this
Code:
o the CLO will take all appropriate action to investigate any potential
violations reported, which may include the use of internal or external
counsel, accountants or other personnel;
o if, after such investigation, the CLO believes that no violation has
occurred, the CLO is not required to take any further action;
o any matter that the CLO believes is a violation will be reported to
the Committee;
-4-
o if the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss the Covered Person;
o the Committee will be authorized to grant waivers, as it deems
appropriate; and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds or the Funds' Service Providers govern or
purport to govern the behavior or activities of the Covered Persons who are
subject to this Code, they are superseded by this Code to the extent that they
conflict with the provisions of this Code. The Funds and their Service
Providers' codes of ethics under Rule 17j-1 under the 1940 Act and the Service
Providers' more detailed compliance policies and procedures are separate
requirements applying to the Covered Persons and others, and are not part of
this Code.
VI. Amendments
Any amendments to this Code with respect to a Fund, other than
administrative amendments to Exhibits A and B, must be approved or ratified by a
majority vote of the Fund's Board, including a majority of independent trustees.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone except as permitted by the Board.
VIII. Internal Use
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
-5-
Exhibit A
Registered Investment Companies
- -------------------------------
CDC Nvest Funds Trust I
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
CDC Nvest Cash Management Trust
CDC Nvest Tax Exempt Money Market Trust
CDC Nvest Companies Trust I
AEW Real Estate Income Fund
Loomis Sayles Funds I
Loomis Sayles Funds II
-6-
Exhibit B
Persons Covered by this Code of Ethics
- --------------------------------------
Trust Principal Executive Principal Financial Principal Accounting
Officer Officer Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
CDC Nvest Funds John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Trust I President and Chief Treasurer Treasurer
Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
CDC Nvest Funds John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Trust II President and Chief Treasurer Treasurer
Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
CDC Nvest Funds John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Trust III President and Chief Treasurer Treasurer
Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
CDC Nvest Companies John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Trust I President and Chief Treasurer Treasurer
Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
CDC Nvest Cash John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Management Trust President and Chief Treasurer Treasurer
Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
CDC Nvest Tax John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Exempt Money Market President and Chief Treasurer Treasurer
Trust Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
AEW Real Estate John. T. Hailer, Trustee, Nicholas H. Palmerino, Nicholas H. Palmerino,
Income Fund President and Chief Treasurer Treasurer
Executive Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
Loomis Sayles Funds Robert J. Blanding, Nicholas H. Palmerino, Nicholas H. Palmerino,
I and Loomis Sayles Trustee, Chief Executive Treasurer Treasurer
Funds II Officer
- --------------------- ----------------------------- ---------------------------- ----------------------------
-7-