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. )
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Filed by the Registrant [X]
Filed by a Party other than
the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12
CDC Nvest Funds Trust III
(Name of Registrant as Specified In Its Charter)
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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)(1) 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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April 6, 2005
Dear Shareholder:
We are writing to ask for your vote approving certain items described in the
enclosed proxy statement and as outlined, for your convenience, in this letter.
Your vote is extremely important, so we urge you to read all material carefully
and vote your shares promptly.
Q. What are the proposals?
The first proposal relates to election of the Trustees of the Funds. In
addition to the current ten trustees, two additional trustees, Mr. Charles D.
Baker and Ms. Cynthia L. Walker, have been nominated by the Board for election
as Trustees of the Funds. You will find information about all of the nominees'
experience and tenure in the proxy statement.
The second proposal relates to changes to the Agreement and Declaration of
Trust for each of the Trusts. We are recommending that shareholders of each
Trust approve an Amended and Restated Declaration of Trust that will make
provisions of the governing document uniform across the CDC Nvest Funds and
Loomis Sayles Funds complex.
Q. Why is the Board proposing to elect two additional Trustees?
Three trustees have retired or resigned since December 2003. The election of
new trustees will facilitate the transition of trustees in contemplation of
future retirements, consistent with the Trusts' retirement policy and SEC rules
requiring that 75% of the Trustees be independent. In March 2005, the Board of
Trustees nominated Mr. Charles D. Baker and Ms. Cynthia L. Walker to join the
Boards of Trustees, and you are being asked to elect them to the Boards. The
Boards believe it is in the shareholders' best interests to have the breadth
and depth of talent represented by these individuals. The proposed new trustees
have experience from which the Funds and their shareholders are expected to
benefit. Like eight of the ten current trustees, Mr. Baker and Ms. Walker will
be independent with respect to the Funds' investment advisers and distributors.
If elected, the new trustees would take office immediately following the
shareholder meeting, which currently is scheduled for June 2, 2005.
Q. Why are shareholders being asked to re-elect the current Trustees?
Federal law requires that a certain percentage of Trustees be elected by the
shareholders. Having all Trustees elected by the shareholders facilitates the
appointment of future Trustees if that becomes necessary.
Q. Why is the Board proposing to change the Declarations of Trust?
The Agreement and Declaration of Trust for each Trust governs the basic
operations of the Trusts. Shareholder approval is required for certain changes.
Some of the changes described in the proxy statement will allow for more
efficient administration of the Funds, by eliminating differences between the
various Trusts. Other changes seek to modernize the Declarations of Trust to
accommodate changes in law or practice since the Declarations of Trust were
last approved by shareholders.
Remember--your vote counts!
We cannot overemphasize the importance of your vote, regardless of how many
shares you own. Voting promptly also is important. If we do not receive enough
votes, we will have to resolicit shareholders, which can be time consuming and
may delay the meeting scheduled for June 2, 2005. A proxy solicitation firm,
Alamo Direct, may call to remind you to return your proxy.
Vote by mail, via the internet, or by toll-free telephone.
You may vote by returning the enclosed proxy card. A self-addressed,
postage-paid envelope has been enclosed for your convenience. You may also vote
via Internet or by calling the toll-free number listed on your
proxy card from a touch-tone phone. Please see your proxy card for more
information and voting instructions. If you do vote electronically, you do not
need to mail your proxy card. If you want to change your vote you may do so
using the proxy card, telephone or the Internet.
Thank you for your cooperation in voting on these important proposals. If
you have questions, please call your financial representative. Or, if your
questions relate specifically to the proxy matters, please call our service
center representatives toll-free at 800-225-5487.
Sincerely,
By: /S/ JOHN T. HAILER By: /S/ ROBERT BLANDING
---------------------------------- ---------------------------------
John T. Hailer Robert Blanding
President of CDC Nvest Funds and President of Loomis Sayles Funds
Loomis Sayles Funds II I
CDC Nvest Funds Trust I
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
CDC Nvest Companies Trust I
CDC Nvest Cash Management Trust
Loomis Sayles Funds I
Loomis Sayles Funds II
(the "Trusts")
399 Boylston Street
Boston, MA 02116
CDC Nvest Funds Trust I Loomis Sayles Funds I
CDC Nvest Star Advisers Loomis Sayles Benchmark
Fund Core Bond Fund
CDC Nvest Star Value Fund Loomis Sayles Bond Fund
CGM Advisor Targeted Loomis Sayles Fixed
Equity Fund Income Fund
Hansberger International Loomis Sayles Global
Fund Bond Fund
Loomis Sayles Core Plus Loomis Sayles High
Bond Fund Income Opportunities
Vaughan Nelson Small Cap Fund
Value Fund Loomis Sayles Inflation
Westpeak Capital Growth Protected Securities
Fund Fund
Loomis Sayles
CDC Nvest Funds Trust II Institutional High
Harris Associates Large Income Fund
Cap Value Fund Loomis Sayles
Loomis Sayles Intermediate Duration
Massachusetts Tax Free Fixed Income Fund
Income Fund Loomis Sayles Investment
Grade Fixed Income Fund
CDC Nvest Funds Trust III Loomis Sayles Mid Cap
CDC IXIS Moderate Growth Fund
Diversified Portfolio Loomis Sayles Small Cap
Harris Associates Value Fund
Focused Value Fund Loomis Sayles Small
IXIS Equity Diversified Company Growth Fund
Portfolio
Loomis Sayles Funds II
CDC Nvest Companies Loomis Sayles Aggressive
Trust I Growth Fund
AEW Real Estate Fund Loomis Sayles Growth Fund
Loomis Sayles High
CDC Nvest Cash Income Fund
Management Trust Loomis Sayles Investment
Money Market Series Grade Bond Fund
Loomis Sayles Limited
Term Government and
Agency Fund
Loomis Sayles Municipal
Income Fund
Loomis Sayles Research
Fund
Loomis Sayles Strategic
Income Fund
Loomis Sayles Small Cap
Growth Fund
Loomis Sayles
Tax-Managed Equity Fund
Loomis Sayles Value Fund
Loomis Sayles Worldwide
Fund
(the "Funds")
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
June 2, 2005
A Special Meeting of the shareholders of each Fund will be held at 2:00 p.m.
on June 2, 2005 at the offices of IXIS Asset Management Advisors, L.P., 399
Boylston Street, 10th floor, Boston, Massachusetts 02116 for these purposes:
1. To elect Trustees for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II,
CDC Nvest Funds Trust III, CDC Nvest Companies Trust I, CDC Nvest Cash
Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II.
2. To consider the approval of an Amended and Restated Declaration of Trust
for each of the Trusts.
3. To consider and act upon any other matters that properly come before the
meeting and any adjourned session of the meeting.
Shareholders of record at the close of business on April 6, 2005 are
entitled to notice of and to vote at the meeting and any adjourned session.
By order of the Boards of Trustees,
Coleen Downs Dinneen
Secretary
April 6, 2005
PLEASE RESPOND. YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES ON THE
INTERNET OR BY TELEPHONE OR COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
PROXY STATEMENT
CDC Nvest Funds Trust I*
CDC Nvest Funds Trust II*
CDC Nvest Funds Trust III*
CDC Nvest Companies Trust I*
CDC Nvest Cash Management Trust*
Loomis Sayles Funds I
Loomis Sayles Funds II
(the "Trusts")
399 Boylston Street
Boston, MA 02116
CDC Nvest Funds Trust I Loomis Sayles Funds I
CDC Nvest Star Advisers Loomis Sayles Benchmark
Fund** Core Bond Fund
CDC Nvest Star Value Loomis Sayles Bond Fund
Fund** Loomis Sayles Fixed
CGM Advisor Targeted Income Fund
Equity Fund Loomis Sayles Global
Hansberger International Bond Fund
Fund Loomis Sayles High
Loomis Sayles Core Plus Income Opportunities
Bond Fund Fund
Vaughan Nelson Small Cap Loomis Sayles Inflation
Value Fund Protected Securities
Westpeak Capital Growth Fund
Fund Loomis Sayles
Institutional High
CDC Nvest Funds Trust II Income Fund
Harris Associates Large Loomis Sayles
Cap Value Fund Intermediate Duration
Loomis Sayles Fixed Income Fund
Massachusetts Tax Free Loomis Sayles Investment
Income Fund Grade Fixed Income Fund
Loomis Sayles Mid Cap
CDC Nvest Funds Trust III Growth Fund
CDC IXIS Moderate Loomis Sayles Small Cap
Diversified Portfolio** Value Fund
Harris Associates Loomis Sayles Small
Focused Value Fund Company Growth Fund
IXIS Equity Diversified
Portfolio Loomis Sayles Funds II
Loomis Sayles Aggressive
CDC Nvest Companies Growth Fund
Trust I Loomis Sayles Growth Fund
AEW Real Estate Fund Loomis Sayles High
Income Fund
CDC Nvest Cash Loomis Sayles Investment
Management Trust Grade Bond Fund
Money Market Series Loomis Sayles Limited
Term Government and
Agency Fund
Loomis Sayles Municipal
Income Fund
Loomis Sayles Research
Fund
Loomis Sayles Strategic
Income Fund
Loomis Sayles Small Cap
Growth Fund
Loomis Sayles
Tax-Managed Equity Fund
Loomis Sayles Value Fund
Loomis Sayles Worldwide
Fund
(the "Funds")
The Trustees of the Funds (the "Trustees") are soliciting proxies from the
shareholders of each of the Funds in connection with a Special Meeting of
Shareholders of each Fund (the "Meeting"). The Meeting has been called to be
held at 2:00 p.m. on June 2, 2005 at the offices of IXIS Asset Management
Advisors, L.P. ("IXIS Advisors"), 399 Boylston Street, 10th floor, Boston,
Massachusetts 02116. The Presidents' Letter to Shareholders, meeting notice,
this Proxy Statement and proxy cards are being sent to shareholders of record
as of April 6, 2005 (the "Record Date") beginning on or about April 6, 2005.
1
The only items of business that the Trustees expect will come before the
Meeting are (1) the election of Trustees of each Trust and (2) the approval of
an Amended and Restated Declaration of Trust for each Trust.
* Please note that, effective May 1, 2005, certain Trusts will be changing
their names. These are name changes only and will not affect the
management or operations of these Trusts. CDC Nvest Funds Trust I will
be changing its name to IXIS Advisor Funds Trust I. CDC Nvest Funds
Trust II will become IXIS Advisor Funds Trust II. CDC Nvest Funds Trust
III will become IXIS Advisor Funds Trust III. CDC Nvest Companies Trust
I will become IXIS Advisor Funds Trust IV. CDC Nvest Cash Management
Trust will become IXIS Advisor Cash Management Trust.
** Please note that, effective May 1, 2005, certain Funds will also be
changing their names. These name changes will not affect the management
or operations of the Funds. CDC IXIS Modified Diversified Portfolio will
become IXIS Moderate Diversified Portfolio. CDC Nvest Star Advisers Fund
will become IXIS U.S. Diversified Portfolio. CDC Nvest Star Value Fund
will become IXIS Value Fund.
2
I. PROPOSAL 1: ELECTION OF TRUSTEES
Background.
The purpose of this proposal is to elect a Board of Trustees of each Trust.
Pursuant to the provisions of each of the Trusts' current Declaration of Trust,
the Trustees have determined that the number of Trustees shall be fixed at
twelve. It is intended that the persons named as proxies will vote in favor of
the election of all of the twelve nominees listed below, unless such authority
has been withheld. Should the nominees be elected, each nominee's term of
office will be until his or her successor is elected and qualified. If a
nominee should be unavailable for election at the time of the meeting (which is
not presently anticipated), the persons named as proxies may vote for other
persons in their discretion, or the Trustees may vote to fix the number of
Trustees at fewer than twelve or to leave a vacancy in the Board. The required
vote is discussed below in Other Information--Required Vote.
All nominees named below (except for Mr. Baker and Ms. Walker) currently are
Trustees of the Trusts and have served in that capacity continuously since
originally elected or appointed (except for Mr. Allison, as described in note A
to the table below). None of the nominees are related to each other. Those
nominees listed under "Nominees for Interested Trustee" are "interested
persons," as defined in the Investment Company Act of 1940, of the Trusts by
virtue of their affiliation with the Trusts, IXIS Asset Management Advisors,
L.P. ("IXIS Advisors"), Loomis, Sayles & Company, L.P. ("Loomis Sayles") or the
Trusts' principal underwriters, IXIS Asset Management Distributors, L.P and
Loomis Sayles Distributors, L.P.
The Investment Company Act of 1940 provides that vacancies on the Boards of
Trustees may be filled only by a meeting of shareholders duly called for that
purpose, unless at least two-thirds of the trustees holding office immediately
after the appointment were elected by the shareholders of the Trust. For the
CDC Nvest Funds Trusts, the addition of trustees to the board of trustees for
each trust requires such a shareholder vote. For the Loomis Sayles Funds
Trusts, the Trustees have determined to submit the election of trustees to the
shareholders at this time to avoid a solicitation at a future date when the
election of trustees may become necessary.
Each Fund is a series of one of the Trusts. CDC Nvest Funds Trust I consists
of seven separate series, CDC Nvest Funds Trust II consists of two separate
series and CDC Nvest Funds Trust III consists of three separate series. CDC
Nvest Cash Management Trust and CDC Nvest Companies Trust I each consist of one
series. CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds
Trust III, CDC Nvest Cash Management Trust and CDC Nvest Companies Trust I are
sometimes referred to as the "CDC Nvest Funds Trusts." Loomis Sayles Funds I
consists of twelve separate series and Loomis Sayles Funds II consists of
twelve separate series. Loomis Sayles Funds I and Loomis Sayles Funds II are
sometimes referred to as the "Loomis Sayles Funds Trusts."
3
Information About the Nominees.
Set forth below are the names of the Nominees together with certain
information about them. Except as noted, the business address of each Nominee
is 399 Boylston Street, Boston, MA 02116.
NOMINEES FOR INDEPENDENT TRUSTEE
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Number of
Portfolios
Term of Office in Fund
Name, Date of Position(s) & Length of Principal Occupation(s) Complex Other
Birth & Address Held with Trusts Time Served* During Past 5 Years** Overseen Directorships Held
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Current Trustees
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Graham T. Allison, Jr. Trustee Since 1984/A/ Douglas Dillon 39 Director, Taubman
(3/23/40) Contract Review Professor and Director Centers, Inc. (real
and Governance of the Belfer Center of estate investment
Committee Science for International trust); Advisory
Member Affairs, John F. Board Member,
Kennedy School of USEC Inc. (energy
Government, Harvard supplier)
University
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Edward A. Benjamin.... Trustee Since 2002/B/ Retired 39 Director, Coal,
(5/30/38) Audit Committee Energy Investments &
Member Management, LLC;
Director, Precision
Optics Corporation
(optics manufacturer)
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Daniel M. Cain........ Trustee Since 1996/C/ President and CEO, 39 Trustee, Universal
(2/24/45) Co-Chairman of Co-Chairman Cain Brothers & Health Realty Income
the Board of the Board Company, Incorporated Trust; Director,
Chairman of the since August (investment banking) Sheridan Healthcorp
Audit Committee 2004 (physician practice
management)
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Paul G. Chenault...... Trustee Since 2000/D/ Retired; Trustee, First 39 Director, Mailco
(9/12/33) Contract Review Variable Life (variable Office Products, Inc.
and Governance life insurance) (mailing equipment)
Committee
Member
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Kenneth J. Cowan...... Trustee Since 1975/E/ Retired 39 None
(4/5/32) Co-Chairman of Co-Chairman
the Board of the Board
Chairman of the since August
Contract Review 2004
and Governance
Committee
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Richard Darman........ Trustee Since 1996/F/ Partner, The Carlyle 39 Director and
(5/10/43) Contract Review Group (investments); Chairman of the
and Governance formerly, Professor, Board of Directors,
Committee John F. Kennedy School AES Corporation
Member of Government, Harvard (international power
University company)
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Sandra O. Moose....... Trustee Since 1982/G/ President, Strategic 39 Director, Verizon
(2/17/42) Audit Committee Advisory Services Communications;
Member (management Director, Rohm and
consulting); formerly, Haas Company
Senior Vice President (specialty chemicals);
and Director, The Director, AES
Boston Consulting Corporation
Group, Inc.
(management
consulting)
4
NOMINEES FOR INDEPENDENT TRUSTEE
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Number of
Portfolios
Term of Office in Fund
Name, Date of Position(s) & Length of Principal Occupation(s) Complex Other
Birth & Address Held with Trusts Time Served* During Past 5 Years** Overseen Directorships Held
- ---------------------------------------------------------------------------------------------------------------------
John A. Shane.............. Trustee Since 1982/H/ President and Director, 39 Director, Gensym
(2/22/33) Contract Review Palmer Service Corporation (software
and Governance Corporation and technology
Committee (venture capital service provider); Abt
Member organization) Associates Inc.
(research and
consulting)
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Proposed New Trustees
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Charles D. Baker+.......... Nominee for Not applicable President and Chief Not None
(11/13/56) Trustee Executive Officer, applicable
Harvard Pilgrim Health Care Harvard Pilgrim Health
93 Worcester Street Care (health plan)
Wellesley, MA 02481
- ---------------------------------------------------------------------------------------------------------------------
Cynthia L. Walker.......... Nominee for Not applicable Dean for Finance & Not None
(7/25/56) Trustee CFO (formerly, applicable
Associate Dean for
Finance & CFO),
Harvard Medical School
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* The year provided is the earliest year during which a Trustee was elected or
appointed for any of the Trusts.
** Each person listed above, except as noted, holds the same position(s) with
the CDC Nvest and Loomis Sayles Funds Trusts. Previous positions during the
past five years with the Distributor, IXIS Advisors or Loomis Sayles are
omitted, if not materially different from a trustee's or officer's current
position with such entity.
/A /Mr. Allison served as Trustee from 1984 to 1993 for CDC Nvest Cash
Management Trust and CDC Nvest Funds Trust I and for a short period in 1993
for CDC Nvest Funds Trust II. Mr. Allison has served as Trustee from 1995
to the present for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC
Nvest Funds Trust III and CDC Nvest Cash Management Trust, from 2000 to the
present for CDC Nvest Companies Trust I and from 2003 to the present for
the Loomis Sayles Funds Trusts.
/B /Mr. Benjamin has served as Trustee from 2002 to the present for the Loomis
Sayles Funds Trusts and from 2003 to the present for the CDC Nvest Funds
Trusts.
/C /Mr. Cain has served as Trustee from 1996 to the present for CDC Nvest
Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC
Nvest Cash Management Trust, from 2000 to the present for CDC Nvest
Companies Trust I, and from 2003 to the present for the Loomis Sayles Funds
Trusts.
/D /Mr. Chenault has served as Trustee from 2000 to the present for Loomis
Sayles Funds II, from 2002 to the present for Loomis Sayles Funds I and
from 2003 to the present for the CDC Nvest Funds Trusts.
/E /Mr. Cowan has served as Trustee from 1975 to the present for CDC Nvest
Funds Trust II, from 1993 to the present for CDC Nvest Cash Management
Trust and CDC Nvest Funds Trust I, from 1995 to the present for CDC Nvest
Funds Trust III, from 2000 to the present for CDC Nvest Companies Trust I
and from 2003 to the present for the Loomis Sayles Funds Trusts.
/F /Mr. Darman has served as Trustee from 1996 to the present for CDC Nvest
Funds Trusts I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC
Nvest Cash Management Trust, from 2000 to the present for CDC Nvest
Companies Trust I and from 2003 to the present for the Loomis Sayles Funds
Trusts.
/G /Ms. Moose has served as Trustee from 1982 to the present for CDC Nvest
Cash Management Trust and CDC Nvest Funds Trust I, from 1993 to the present
for CDC Nvest Funds Trust II, from 1995 to the present for CDC Nvest Funds
Trust III, from 2000 to the present for CDC Nvest Companies Trust I and
from 2003 to the present for the Loomis Sayles Funds Trusts.
/H /Mr. Shane has served as Trustee from 1982 to the present for CDC Nvest
Funds Trust II, from 1993 to the present for CDC Nvest Cash Management
Trust and CDC Nvest Funds Trust I, from 1995 to the present for CDC Nvest
Funds Trust III, from 2000 to the present for CDC Nvest Companies Trust I
and from 2003 to the present for the Loomis Sayles Funds Trusts.
5
NOMINEES FOR INTERESTED TRUSTEE
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Number of
Portfolios
Term of Office in Fund
Name, Date of Position(s) & Length of Principal Occupation(s) Complex Other
Birth & Address Held with Trusts Time Served* During Past 5 Years** Overseen Directorships Held
- --------------------------------------------------------------------------------------------------------------
Robert J. Blanding/1/.. Trustee Since 2002/I/ President, Chairman, 39 None
(4/17/47) President and Director, and Chief
555 California Street Chief Executive Executive Officer,
San Francisco, CA 94104 Officer of Loomis Sayles;
Loomis Sayles President and CEO,
Funds I; Chief Loomis Sayles Funds I
Executive Officer
of Loomis Sayles
Funds II
- --------------------------------------------------------------------------------------------------------------
John T. Hailer/2/...... Trustee Since 2000/J/ President and Chief 39 None
(11/23/60) President and Executive Officer, IXIS
Chief Executive Asset Management
Officer of CDC Distributors, L.P.
Nvest Funds
Trusts; President
of Loomis Sayles
Funds II,
Executive Vice
President of
Loomis Sayles
Funds I
* The year provided is the earliest year during which a Trustee was elected or
appointed for any of the Trusts.
** Each person listed above, except as noted, holds the same position(s) with
the CDC Nvest and Loomis Sayles Funds Trusts. Previous positions during the
past five years with the Distributor, IXIS Advisors or Loomis Sayles are
omitted, if not materially different from a trustee's or officer's current
position with such entity.
/I /Mr. Blanding has served as Trustee from 2002 to the present for the Loomis
Sayles Funds Trusts and from 2003 to the present for the CDC Nvest Funds
Trusts.
/J /Mr. Hailer has served as Trustee from 2000 to the present for the CDC
Nvest Funds Trusts and from 2003 to the present for the Loomis Sayles Funds
Trusts.
/1 /Mr. Blanding is deemed an "interested person" of the Trusts because he
holds the following positions with affiliated persons of the Trusts:
President, Chairman, Director and Chief Executive Officer of Loomis Sayles.
/2 /Mr. Hailer is deemed an "interested person" of the Trusts because he holds
the following positions with affiliated persons of the Trusts: Director and
Executive Vice President of IXIS Asset Management Distribution Corporation
("IXIS Distribution Corporation"); and President and Chief Executive
Officer of IXIS Advisors.
Each Trustee serves until retirement, resignation or removal from the Board
of Trustees. The current retirement age is 72. At a meeting held on November
19, 2004, the Trustees voted to suspend the retirement policy until 2006, and
to reevaluate. The Trustees may reevaluate or suspend the retirement policy in
the future. If a vacancy exists for any reason, the remaining Trustees will
fill such vacancy by appointing another Trustee so long as, immediately after
such appointment, at least two-thirds of the Trustees have been elected by
shareholders. If, at any time, less than a majority of the Trustees holding
office has been elected by the shareholders, the Trustees then in office will
promptly call a shareholders' meeting for the purpose of electing Trustees.
Otherwise, there will normally be no meeting of shareholders for the purpose of
electing Trustees.
6
The Board of Trustees of the Trusts is currently composed of two interested
and eight Independent Trustees. The total number of meetings of the board of
trustees for each Trust's last fiscal year is listed in the following table.
For each Trust, all Trustees attended at least 75% of the board and relevant
committee meetings held during each Trust's last fiscal year.
Number of
Trust Fiscal Year Ended Meetings
----- ------------------ ---------
CDC Nvest Companies Trust I.... January 31, 2005 5
CDC Nvest Funds Trust I*....... December 31, 2004
CDC Nvest Funds Trust II*
CDC Nvest Funds Trust III 5
Loomis Sayles Funds I.......... September 30, 2004
Loomis Sayles Funds II 5
CDC Nvest Cash Management Trust June 30, 2004 4
- --------
* Loomis Sayles Core Plus Bond Fund, a series of CDC Nvest Funds Trust I, and
Loomis Sayles Massachusetts Tax Free Income Fund, a series of CDC Nvest
Funds Trust II, each have a fiscal year end of September 30, which is
different from the other Funds in such Trusts.
Information about the Officers.
The table below provides certain information about the officers of the
Trusts including their ages, positions, terms of office and length of time
served, and principal occupations during the past five years. Except as noted,
the business address of each officer is 399 Boylston Street, Boston, MA 02116.
OFFICERS
- ---------------------------------------------------------------------------------------------
Term of Office
Name, Date of Position(s) & Length of Principal Occupation(s)
Birth & Address Held with Trusts Time Served* During Past 5 Years**
- ---------------------------------------------------------------------------------------------
Coleen Downs Dinneen Secretary, Clerk and Since 2004 Senior Vice President, General
(12/16/60) Chief Legal Officer Counsel, Secretary and Clerk
(formerly, Deputy General Counsel,
Assistant Secretary and Assistant
Clerk), IXIS Asset Management
Distribution Corporation, IXIS
Asset Management Distributors,
L.P., IXIS Asset Management
Advisors, L.P. and IXIS Asset
Management Services Company;
Chief Compliance Officer, IXIS
Asset Management Advisors, L.P.
- ---------------------------------------------------------------------------------------------
Daniel J. Fuss...... Executive Vice Since 2003 Vice Chairman and Director,
(9/27/33) President, Loomis Loomis, Sayles & Company, L.P.;
One Financial Center Sayles Funds Trusts Prior to 2002, President and Trustee
Boston, MA 02111 of Loomis Sayles Funds II
- ---------------------------------------------------------------------------------------------
7
OFFICERS
- -------------------------------------------------------------------------------------------
Term of Office
Name, Date of Position(s) & Length of Principal Occupation(s)
Birth & Address Held with Trusts Time Served* During Past 5 Years**
- -------------------------------------------------------------------------------------------
Michael C. Kardok. Treasurer, Principal Since 2004 Senior Vice President, IXIS Asset
(7/17/59) Financial and Management Advisors, L.P. and
Accounting Officer IXIS Asset Management
Distributors, L.P.; formerly, Senior
Vice President, IXIS Asset
Management Services Company;
formerly, Senior Director, PFPC
Inc; formerly, Vice President--
Division Manager, First Data
Investor Services, Inc.
- -------------------------------------------------------------------------------------------
Frank A. LoPiccolo Anti-Money Since 2003 President, Chief Executive Officer
(4/1/53) Laundering Officer and Director (formerly, Executive
Vice President), IXIS Asset
Management Services Company
- -------------------------------------------------------------------------------------------
John E. Pelletier. Chief Operating Since 2004 Executive Vice President and Chief
(6/24/64) Officer Operating Officer (formerly,
General Counsel, Secretary and
Clerk), IXIS Asset Management
Distributors, L.P. and IXIS Asset
Management Advisors, L.P.;
Executive Vice President (formerly,
Senior Vice President, General
Counsel, Secretary and Clerk), IXIS
Asset Management Distribution
Corporation; Director (formerly,
President, Chief Executive Officer,
General Counsel, Secretary and
Clerk), IXIS Asset Management
Services Company
- -------------------------------------------------------------------------------------------
Kristin Vigneaux.. Chief Compliance Since 2004 Chief Compliance Officer for
(9/25/69) Officer, since 2004 Mutual Funds, IXIS Asset
Management Distributors, L.P.,
IXIS Asset Management Advisors,
L.P. and IXIS Asset Management
Services Company; formerly, Vice
President, IXIS Asset Management
Services Company
- --------
* Each officer of the Trust serves for an indefinite term in accordance with
its current By-laws until the date his or her successor is elected and
qualified, or until he or she sooner dies, retires, is removed or becomes
disqualified.
** Each person listed above, except as noted, holds the same position(s) with
the CDC Nvest and Loomis Sayles Funds Trusts. Mr. Fuss is not an officer of
the CDC Nvest Funds Trusts. Previous positions during the past five years
with the Distributor, IXIS Advisors or Loomis Sayles are omitted, if not
materially different from a trustee's or officer's current position with
such entity.
8
Standing Board Committees
The Trusts have delegated certain authority to the two standing committees
of the Trusts, the Audit Committee and the Contract Review and Governance
Committee.
The Contract Review and Governance Committee of the Trusts consists solely
of Independent Trustees and considers matters relating to advisory, subadvisory
and distribution arrangements, potential conflicts of interest between the
adviser and the Trusts, and governance matters relating to the trusts.
The Contract Review and Governance Committee also makes nominations for
independent trustee membership on the Board of Trustees when necessary and
considers recommendations from shareholders of the Funds that are submitted in
accordance with the procedures by which shareholders may communicate with the
Board of Trustees. Pursuant to those procedures, shareholders must submit a
recommendation for nomination in a signed writing addressed to the attention of
the Board of Trustees, c/o Secretary of the Funds, IXIS Asset Management
Advisors, L.P., 399 Boylston Street, Boston, MA 02116. This written
communication must (i) be signed by the shareholder, (ii) include the name and
address of the shareholder, (iii) identify the Fund(s) to which the
communication relates, and (iv) identify the account number, class and number
of shares held by the shareholder as of a recent date or the intermediary
through which the shares are held. The recommendation must contain sufficient
background information concerning the trustee recommended candidate to enable a
proper judgment to be made as to the candidate's qualifications, which may
include (i) the recommended candidate's knowledge of the mutual fund industry;
(ii) any experience possessed by the recommended candidate as a director or
senior officer of other public companies; (iii) the recommended candidate's
educational background; (iv) the recommended candidate's reputation for high
ethical standards and personal and professional integrity; (v) any specific
financial, technical or other expertise possessed by the recommended candidate,
and the extent to which such expertise would complement the Board's existing
mix of skills and qualifications; (vi) the recommended candidate's perceived
ability to contribute to the ongoing functions of the Board, including the
nominee's ability and commitment to attend meetings regularly and work
collaboratively with other members of the Board; (vii) the recommended
candidate's ability to qualify as an Independent Trustee for purposes of
applicable regulations; and (viii) such other factors as the appropriate Board
Committee may request in light of the existing composition of the Board and any
anticipated vacancies or other transitions. The recommendation must be received
in a timely manner (and in any event no later than the date specified for
receipt of shareholder proposals in any applicable proxy statement with respect
to a Fund). A recommendation for trustee nomination shall be kept on file and
considered by the Board for six (6) months from the date of receipt, after
which the recommendation shall be considered stale and discarded.
The total number of meetings of the Contract Review and Governance Committee
for each Trust's last fiscal year is listed in the following table:
Number of
Trust Fiscal Year Ended Meetings
----- ------------------ ---------
CDC Nvest Companies Trust I.... January 31, 2005 5
CDC Nvest Funds Trust I*....... December 31, 2004 5
CDC Nvest Funds Trust II*
CDC Nvest Funds Trust III
Loomis Sayles Funds I.......... September 30, 2004 5
Loomis Sayles Funds II
CDC Nvest Cash Management Trust June 30, 2004 5
- --------
* Loomis Sayles Core Plus Bond Fund, a series of CDC Nvest Funds Trust I, and
Loomis Sayles Massachusetts Tax Free Income Fund, a series of CDC Nvest
Funds Trust II, each have a fiscal year end of September 30, which is
different from the other Funds in such Trusts.
9
The Audit Committee of the Trusts consists solely of Independent Trustees
and considers matters relating to the scope and results of the Trusts' audits
and serves as a forum in which the independent auditors can raise any issues or
problems identified in the audit with the Board of Trustees. This Committee
also reviews and monitors compliance with stated investment objectives and
policies, SEC and Treasury regulations as well as operational issues relating
to the transfer agent and custodian.
The total number of meetings of the Audit Committee for each Trust's last
fiscal year is listed in the following table:
Number of
Trust Fiscal Year Ended Meetings
----- ------------------ ---------
CDC Nvest Companies Trust I.... January 31, 2005 5
CDC Nvest Funds Trust I*....... December 31, 2004 5
CDC Nvest Funds Trust II*
CDC Nvest Funds Trust III
Loomis Sayles Funds I.......... September 30, 2004 5
Loomis Sayles Funds II
CDC Nvest Cash Management Trust June 30, 2004 9
- --------
* Loomis Sayles Core Plus Bond Fund, a series of CDC Nvest Funds Trust I, and
Loomis Sayles Massachusetts Tax Free Income Fund, a series of CDC Nvest
Funds Trust II, each have a fiscal year end of September 30, which is
different from the other Funds in such Trusts.
The current membership of each committee is as follows:
Audit Committee Contract Review and Governance Committee
--------------- ----------------------------------------
Daniel M. Cain--Chairman Kenneth J. Cowan--Chairman
Sandra O. Moose Graham T. Allison, Jr.
Edward A. Benjamin Richard Darman
John A. Shane
Paul G. Chenault
The committee on which Mr. Baker or Ms. Walker will serve if they are
elected as Trustees of the Trusts has not been determined.
Ownership of Fund Shares
The following tables set forth the dollar range of shares of each nominee
beneficially owned by each Nominee in (i) each Fund and (ii) all of the Funds
in the CDC Nvest Funds and Loomis Sayles Funds complex, as of March 8, 2005.
Dollar Range of Equity Securities Owned by Each Nominee*
Graham T. Edward A. Charles D. Paul G. Kenneth J.
Name of Fund Allison, Jr. Benjamin Baker Chenault Cowan
- --------------------------------------------------------------------------------------------
AEW Real Estate Fund E A A A B
- --------------------------------------------------------------------------------------------
CDC Nvest Cash Management Trust--Money
Market Series A A A A E
- --------------------------------------------------------------------------------------------
10
Graham T. Edward A. Charles D. Paul G. Kenneth J.
Name of Fund Allison, Jr. Benjamin Baker Chenault Cowan
- -------------------------------------------------------------------------------------------------------
CDC IXIS Moderate Diversified Portfolio A A A A A
- -------------------------------------------------------------------------------------------------------
CDC Nvest Star Advisers Fund E A A A C
- -------------------------------------------------------------------------------------------------------
CDC Nvest Star Value Fund A A A A B
- -------------------------------------------------------------------------------------------------------
CGM Advisor Targeted Equity Fund A A A A C
- -------------------------------------------------------------------------------------------------------
Hansberger International Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Harris Associates Focused Value Fund A C A A C
- -------------------------------------------------------------------------------------------------------
Harris Associates Large Cap Value Fund A A A A C
- -------------------------------------------------------------------------------------------------------
IXIS Equity Diversified Portfolio A A A A A
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Aggressive Growth Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Benchmark Core Bond Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Bond Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Core Plus Bond Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Fixed Income Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Global Bond Fund A C A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Growth Fund A A A A D
- -------------------------------------------------------------------------------------------------------
Loomis Sayles High Income Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles High Income Opportunities Fund A A A A A
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Inflation Protected Securities Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Institutional High Income Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Intermediate Duration Fixed Income
Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Fixed Income
Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Mid Cap Growth Fund A A A A A
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Bond Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Limited Term Government and
Agency Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Massachusetts Tax Free Income
Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Municipal Income Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Research Fund A A A D B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Growth Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Value Fund A C A C B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Small Company Growth Fund A A A A A
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Strategic Income Fund A C A A C
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Tax-Managed Equity Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Value Fund A A A A B
- -------------------------------------------------------------------------------------------------------
Loomis Sayles Worldwide Fund A A A A B
- -------------------------------------------------------------------------------------------------------
11
Graham T. Edward A. Charles D. Paul G. Kenneth J.
Name of Fund Allison, Jr. Benjamin Baker Chenault Cowan
- ----------------------------------------------------------------------------------------------------
Vaughan Nelson Small Cap Value Fund A A A A C
- ----------------------------------------------------------------------------------------------------
Westpeak Capital Growth Fund A A A A B
- ----------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in
All Funds Overseen by Director or Nominee
in Family of Investment Companies E C A D E
- ----------------------------------------------------------------------------------------------------
*A.None
B.$1 - $10,000
C.$10,0011 - $50,000
D.$50,0011 - $100,000
E.over $100,000
Dollar Range of Equity Securities Owned by Each Nominee* (continued)
- ------------------------------------------------------------------------------------------------
Daniel M. Richard Sandra O. John A. Cynthia L.
Name of Fund Cain Darman Moose Shane Walker
- ------------------------------------------------------------------------------------------------
AEW Real Estate Fund A A A E A
- ------------------------------------------------------------------------------------------------
CDC Nvest Cash Management Trust--Money
Market Series A A A A A
- ------------------------------------------------------------------------------------------------
CDC IXIS Moderate Diversified Portfolio A A A A A
- ------------------------------------------------------------------------------------------------
CDC Nvest Star Advisers Fund A E E A A
- ------------------------------------------------------------------------------------------------
CDC Nvest Star Value Fund A A A A A
- ------------------------------------------------------------------------------------------------
CGM Advisor Targeted Equity Fund A E A A A
- ------------------------------------------------------------------------------------------------
Hansberger International Fund A E A A A
- ------------------------------------------------------------------------------------------------
Harris Associates Focused Value Fund A A A A A
- ------------------------------------------------------------------------------------------------
Harris Associates Large Cap Value Fund A A A A A
- ------------------------------------------------------------------------------------------------
IXIS Equity Diversified Portfolio A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Aggressive Growth Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Benchmark Core Bond Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Bond Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Core Plus Bond Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Fixed Income Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Global Bond Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Growth Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles High Income Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles High Income Opportunities Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Inflation Protected Securities Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Institutional High Income Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Intermediate Duration Fixed Income
Fund A A A A A
- ------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Fixed Income
Fund A A A A A
- ------------------------------------------------------------------------------------------------
12
- ---------------------------------------------------------------------------------------------
Daniel M. Richard Sandra O. John A. Cynthia L.
Name of Fund Cain Darman Moose Shane Walker
- ---------------------------------------------------------------------------------------------
Loomis Sayles Mid Cap Growth Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Bond Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Limited Term Government and
Agency Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Massachusetts Tax Free Income
Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Municipal Income Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Research Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Growth Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Value Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Small Company Growth Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Strategic Income Fund A A A C A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Tax-Managed Equity Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Value Fund A A A A A
- ---------------------------------------------------------------------------------------------
Loomis Sayles Worldwide Fund C A A A A
- ---------------------------------------------------------------------------------------------
Vaughan Nelson Small Cap Value Fund E A A A A
- ---------------------------------------------------------------------------------------------
Westpeak Capital Growth Fund A A A A A
- ---------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in
All Funds Overseen by Director or Nominee
in Family of Investment Companies E E E E A
- ---------------------------------------------------------------------------------------------
*A.None
B.$1 - $10,000
C.$10,001 - $50,000
D.$50,001 - $100,000
E.over $100,000
Dollar Range of Equity Securities Owned by Each Nominee* (continued)
------------------------------------------------------------------------
Robert J. John T.
Name of Fund Blanding** Hailer**
------------------------------------------------------------------------
AEW Real Estate Fund A A
------------------------------------------------------------------------
CDC Nvest Cash Management Trust--Money Market Series A A
------------------------------------------------------------------------
CDC IXIS Moderate Diversified Portfolio A A
------------------------------------------------------------------------
CDC Nvest Star Advisers Fund A A
------------------------------------------------------------------------
CDC Nvest Star Value Fund A A
------------------------------------------------------------------------
CGM Advisor Targeted Equity Fund A A
------------------------------------------------------------------------
Hansberger International Fund A A
------------------------------------------------------------------------
Harris Associates Focused Value Fund A A
------------------------------------------------------------------------
Harris Associates Large Cap Value Fund A A
------------------------------------------------------------------------
IXIS Equity Diversified Portfolio A A
------------------------------------------------------------------------
Loomis Sayles Aggressive Growth Fund C A
------------------------------------------------------------------------
13
- -------------------------------------------------------------------------------------------------
Robert J. John T.
Name of Fund Blanding** Hailer**
- -------------------------------------------------------------------------------------------------
Loomis Sayles Benchmark Core Bond Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Bond Fund E A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Core Plus Bond Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Fixed Income Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Global Bond Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Growth Fund E A
- -------------------------------------------------------------------------------------------------
Loomis Sayles High Income Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles High Income Opportunities Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Inflation Protected Securities Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Institutional High Income Fund E A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Intermediate Duration Fixed Income Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Fixed Income Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Mid Cap Growth Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Bond Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Limited Term Government and Agency Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Massachusetts Tax Free Income Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Municipal Income Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Research Fund E A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Growth Fund E E
- -------------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Value Fund E E
- -------------------------------------------------------------------------------------------------
Loomis Sayles Small Company Growth Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Strategic Income Fund E A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Tax-Managed Equity Fund A A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Value Fund D A
- -------------------------------------------------------------------------------------------------
Loomis Sayles Worldwide Fund A A
- -------------------------------------------------------------------------------------------------
Vaughan Nelson Small Cap Value Fund A A
- -------------------------------------------------------------------------------------------------
Westpeak Capital Growth Fund A A
- -------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director
or Nominee in Family of Investment Companies E E
- -------------------------------------------------------------------------------------------------
*A.None
B.$1 - $10,000
C.$10,001 - $50,000
D.$50,001 - $100,000
E.over $100,000
** Messrs. Hailer and Blanding are Interested Trustees.
14
Trustee Compensation
The Trusts pay no compensation to their officers or to their Trustees who
are Interested Trustees.
Each Independent Trustee receives, in the aggregate, a retainer fee at the
annual rate of $50,000 and meeting attendance fees of $5,000 for each meeting
of the Board of Trustees that he or she attends. The Co-Chairmen of the Board
each receive an additional annual retainer fee of $25,000. Each committee
chairman receives an additional retainer fee at the annual rate of $7,000. Each
Committee member is compensated $3,750 per Committee meeting that he or she
attends. These fees are allocated among the mutual fund portfolios in the
Trusts based on a formula that takes into account, among other factors, the
relative net assets of each mutual fund portfolio. In addition, for oversight
of the AEW Real Estate Income Fund, a closed-end Fund advised by AEW Management
and Advisors, L.P, and an affiliate of IXIS Advisors and Loomis Sayles, each
Trustee receives a retainer fee at the annual rate of $2,000 and meeting
attendance fees of $375 for each meeting of the Board of Trustees that he or
she attends. Each committee member receives an additional retainer fee at the
annual rate of $2,000. Furthermore, each committee chairman receives an
additional retainer fee (beyond the $2,000 fee) at the annual rate of $1,000.
The retainer fees for the AEW Real Estate Income Fund assume four Committee
meetings per year. Each Trustee is compensated $200 per Committee meeting that
he or she attends in excess of four per year.
Prior to July 1, 2004, each Independent Trustee received, in the aggregate,
a retainer fee at the annual rate of $45,000 and meeting attendance fees of
$4,500 for each meeting of the Board of Trustees that he or she attended. Each
committee member received an additional retainer fee at the annual rate of
$7,000. Furthermore, each committee chairman received an additional retainer
fee (beyond the $7,000 fee) at the annual rate of $5,000. The retainer fees
assumed four Committee meetings per year. Each Trustee was compensated $1,750
per Committee meeting that he or she attended in excess of four per year.
The Trusts do not provide retirement or pension benefits to the Trustees.
The following table sets forth information describing the compensation of
each Trustee and committee member for his or her services for the year ended
December 31, 2004. The Funds have not adopted any pension or retirement plan
for the Trustees. Therefore there are no pension or retirement benefits accrued
as a part of Fund expenses and the estimated annual benefits upon retirement
are $0 for all Trustees.
Compensation Table
Total Aggregate Compensation from each Trust*
Total
CDC CDC CDC CDC CDC Nvest Compensation
Nvest Nvest Nvest Nvest Cash Loomis Loomis from the
Funds Funds Funds Companies Management Sayles Sayles Fund
Name of Trustee Trust I Trust II Trust III Trust I Trust Funds I Funds II Complex**
- ---------------------------------------------------------------------------------------------------
Graham T. Allison*** $20,959 $4,192 $3,407 $1,317 $3,018 $35,311 $20,546 $ 88,750
- ---------------------------------------------------------------------------------------------------
Edward A. Benjamin*** $21,815 $4,362 $3,575 $1,376 $3,132 $36,815 $21,425 $ 92,500
- ---------------------------------------------------------------------------------------------------
Daniel M. Cain*** $25,247 $5,058 $4,207 $1,619 $3,601 $42,737 $25,065 $107,535
- ---------------------------------------------------------------------------------------------------
Paul G. Chenault $20,959 $4,192 $3,407 $1,317 $3,018 $35,311 $20,546 $ 88,750
- ---------------------------------------------------------------------------------------------------
Kenneth J. Cowan*** $24,391 $4,888 $4,039 $1,560 $3,487 $41,233 $24,186 $103,785
- ---------------------------------------------------------------------------------------------------
Richard Darman*** $19,824 $3,976 $3,254 $1,265 $2,845 $33,440 $19,646 $ 84,250
- ---------------------------------------------------------------------------------------------------
Sandra O. Moose $21,815 $4,362 $3,575 $1,376 $3,132 $36,815 $21,425 $ 92,500
- ---------------------------------------------------------------------------------------------------
John A. Shane $20,959 $4,192 $3,407 $1,317 $3,018 $35,311 $20,546 $ 88,750
- ---------------------------------------------------------------------------------------------------
Robert J. Blanding $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
John T. Hailer $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- ---------------------------------------------------------------------------------------------------
Peter S. Voss+ $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
15
* Compensation information is given for the year ending December 31, 2004,
which is the fiscal year end for CDC Nvest Funds Trust I (except for Loomis
Sayles Core Plus Bond Fund), CDC Nvest Funds Trust II (except for Loomis
Sayles Massachusetts Tax Free Income Fund) and CDC Nvest Funds Trust III.
The fiscal years of the other Trusts end on the following dates: CDC Nvest
Companies Trust I, January 31; CDC Nvest Cash Management Trust, June 30;
Loomis Sayles Funds I and Loomis Sayles Funds II, September 30.
** Total compensation represents amounts paid during 2004 to a Trustee for
serving on the board of trustees of eight trusts with a total of forty-one
(41) funds as of December 31, 2004.
***Amounts include payments deferred by trustees for the year ended December
31, 2004, with respect to the Trusts. The total amount of deferred
compensation accrued for CDC Nvest Funds Trust I as of December 31, 2004 for
the Trustees is as follows: Allison ($20,959), Benjamin ($21,815), Cain
($25,247), Cowan ($5,937) and Darman ($19,824). The total amount of deferred
compensation accrued for CDC Nvest Funds Trust II as of December 31, 2004
for the Trustees is as follows: Allison ($4,192), Benjamin ($4,363), Cain
($25,247), Cowan ($1,183) and Darman ($3,976). The total amount of deferred
compensation accrued for CDC Nvest Funds Trust III as of December 31, 2004
for the Trustees is as follows: Allison ($3,407), Benjamin ($3,575), Cain
($4,207), Cowan ($951) and Darman ($3,254). The total amount of deferred
compensation accrued for CDC Nvest Funds Companies Trust I as of December
31, 2004 for the Trustees is as follows: Allison ($1,317), Benjamin
($1,376), Cain ($1,619), Cowan ($365) and Darman ($1,265). The total amount
of deferred compensation accrued for CDC Nvest Cash Management Trust as of
December 31, 2004 for the Trustees is as follows: Allison ($3,018), Benjamin
($3,132), Cain ($3,601), Cowan ($860) and Darman ($2,845). The total amount
of deferred compensation accrued for Loomis Sayles Funds I as of December
31, 2004 for the Trustees is as follows: Allison ($35,311), Benjamin
($36,815), Cain ($42,737), Cowan ($9,979) and Darman ($33,440). The total
amount of deferred compensation accrued for Loomis Sayles Funds II as of
December 31, 2004 for the Trustees is as follows: Allison ($20,546),
Benjamin ($21,425), Cain ($25,065), Cowan ($5,726) and Darman ($19,646).
+ Mr. Voss resigned as a Trustee of the Trusts effective August 20, 2004.
Independent Registered Public Accounting Firm
At the regular meeting of the Boards of Trustees on August 20, 2004,
PricewaterhouseCoopers LLP ("PwC") was selected and approved by the Board of
Trustees of CDC Nvest Cash Management Trust to serve as the independent
registered public accounting firm for CDC Nvest Cash Management Trust--Money
Market Series for the fiscal year ending June 30, 2005. At the regular meeting
of the Boards of Trustees on November 19, 2004, PwC was selected and approved
by the Boards of Trustees of CDC Nvest Funds Trust I (with respect to Loomis
Sayles Core Plus Bond Fund only), CDC Nvest Funds Trust II (with respect to
Loomis Sayles Massachusetts Tax Free Income Fund only), Loomis Sayles Funds I
and Loomis Sayles Funds II to serve as the independent registered public
accounting firm for such Funds for the fiscal year ending September 30, 2005.
At the regular meeting of the Boards of Trustees on March 11, 2005, PwC was
selected and approved by the Boards of Trustees of CDC Nvest Funds Trust I and
CDC Nvest Funds Trust II (except with respect to the series mentioned above)
and CDC Nvest Funds Trust III to serve as the independent public registered
public accounting firm for such Funds for the fiscal year ending December 31,
2005 and by the Board of Trustees of CDC Nvest Companies Trust I for AEW Real
Estate Fund for the fiscal year ending January 31, 2006. If requested by any
Shareholder at a reasonable time before the Meeting, a Representative of PwC
will be present by telephone at the Meeting to respond to appropriate questions
and will have an opportunity to make a statement if he or she chooses to do so.
PwC is located at 125 High Street, Boston, Massachusetts 02110.
16
The following table sets forth the aggregate fees billed for professional
services rendered by PwC to the Trusts in each of the last two fiscal years.
Trust and Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees
- -------------------------------------------------------------------------------------
CDC Nvest Funds Trust I
- -------------------------------------------------------------------------------------
December 31, 2004 $179,500 $15,000(1) $ 38,795(2) N/A
- -------------------------------------------------------------------------------------
December 31, 2003 $214,500 $ 4,000(1) $ 33,560(2) N/A
- -------------------------------------------------------------------------------------
CDC Nvest Funds Trust II
- -------------------------------------------------------------------------------------
December 31, 2004 $ 23,250 N/A $ 5,615(4) N/A
- -------------------------------------------------------------------------------------
December 31, 2003 $ 23,250 $ 7,000(3) $ 19,365(4) N/A
- -------------------------------------------------------------------------------------
CDC Nvest Funds Trust III
- -------------------------------------------------------------------------------------
December 31, 2004 $ 45,000 N/A $ 13,330(5) N/A
- -------------------------------------------------------------------------------------
December 31, 2003 $ 20,000 N/A $ 4,365(5) N/A
- -------------------------------------------------------------------------------------
CDC Nvest Companies Trust I
- -------------------------------------------------------------------------------------
January 31, 2005 $ 20,000 N/A $1,250(6) N/A
- -------------------------------------------------------------------------------------
January 31, 2004 $ 20,000 N/A $5,050(6) N/A
- -------------------------------------------------------------------------------------
CDC Nvest Cash Management Trust
- -------------------------------------------------------------------------------------
June 30, 2004 $ 22,300 N/A $1,900(7) N/A
- -------------------------------------------------------------------------------------
June 30, 2003 $ 22,300 N/A $1,900(7) N/A
- -------------------------------------------------------------------------------------
Loomis Sayles Funds I
- -------------------------------------------------------------------------------------
September 30, 2004 $284,000 $15,000 $ 60,200 N/A
- -------------------------------------------------------------------------------------
September 30, 2003 $353,700 $48,000 $ 69,230 N/A
- -------------------------------------------------------------------------------------
Loomis Sayles Funds II
- -------------------------------------------------------------------------------------
September 30, 2004 $345,500 $40,000 $ 74,515 N/A
- -------------------------------------------------------------------------------------
September 30, 2003 $395,450 $48,600 $ 100,534 N/A
(1)The audit related fees for 2003 and 2004 consist of $4,000 and $15,000,
respectively, related to the performance of agreed upon procedures relating
to the Trust's semi-annual financial statements.
(2)The tax fees consist of a review of the Trust's tax returns, tax compliance,
and year-end shareholder reporting.
(3)The audit related fees for 2003 consist of $7,000 related to agreed upon
procedures as a result of a merger regarding two series of the Trust.
(4)The tax fees consist of a review of the Trust's tax returns (2003 & 2004),
tax analysis relating to the merger of two series of the Trust (2003), and
year-end shareholder reporting (2004).
(5)The tax fees consist of a review of the Trust's tax returns (2004 & 2004),
tax compliance (2004), and year-end shareholder reporting (2004).
(6)The tax fees consist of a review of the Trust's tax returns (2003) and
year-end shareholder reporting (2004).
(7)The tax fees consist of review of the Trust's tax returns.
On an annual basis, the Treasurer of the Funds submits to the Audit
Committee information on the audit, audit-related, tax and other non-audit
services to be rendered to the Funds that require pre-approval by the Audit
Committee. This information provides a description of each type of service that
is expected to require pre-approval, the maximum fees that can be paid for each
service without further approval and the rationale for engaging the independent
auditor to perform each service. The Audit Committee reviews and approves these
services and reviews the projected fees for the next calendar year.
17
A report is provided to the Audit Committee at regularly scheduled,
quarterly Audit Committee meetings containing a summary of the services
provided during the prior quarter and the level of fees associated with those
services. Any subsequent revisions to already pre-approved services or fees
(including fee increases) are also presented for consideration at the quarterly
meetings as needed. If subsequent to the annual pre-approval of services by the
Audit Committee, the Funds or one of their affiliates determine that they would
like to engage the Funds' independent auditors to perform a service not already
pre-approved, the Funds or such affiliate submits a request to the Treasurer.
If the Treasurer determines that the service fits within the independence
guidelines (e.g., it is not a prohibited service), the Treasurer will arrange
for a discussion of the service to be included on the agenda for the next
regularly scheduled Audit Committee meeting so that pre-approval can be
considered.
If, in the opinion of the Treasurer of the Funds, a proposed engagement
needs to commence before the next regularly scheduled Audit Committee meeting,
the Treasurer shall submit a written summary of the proposed engagement to all
members of the Audit Committee outlining the services, the estimated maximum
cost, the category of the services (e.g., audit, audit-related, tax or other)
and the rationale for engaging the independent auditor to perform the services.
Pursuant to procedures approved by the Boards, to the extent the proposed
engagement involves audit, audit-related or tax services, any one individual
member of the Audit Committee who is an Independent Trustee is authorized under
these procedures to pre-approve the engagement. To the extent the proposed
engagement involves non-audit services other than audit, audit-related or tax,
the entire Audit Committee is authorized to pre-approve the engagement. The
Treasurer will arrange for this interim review and coordinate with the
appropriate member(s) of the Audit Committee. An independent auditor must not
commence the engagement under consideration until the Treasurer has indicated
that the requisite approval has been obtained. The member of the Audit
Committee who pre-approves any engagements between regularly scheduled Audit
Committee meetings must report, for informational purposes only, any such
pre-approval decisions to the Audit Committee at its next regularly scheduled
meeting. The percentage of "Audit-Related Fees," "Tax Fees" and "All Other
Fees" set forth in the table above that were waived pursuant to 17 C.F.R.
210.2-01(c)(7)(i)(C) was zero.
18
The following table sets forth the aggregate fees billed for non-audit
services rendered by PwC to each Trust and to their respective investment
advisers (but not any sub-advisers), and any other entity controlling,
controlled by or under common control with an investment adviser that provides
services to a Trust during each of the last two fiscal years.
Trust and Fiscal Year Ended Non-Audit Fees
----------------------------------------------
CDC Nvest Funds Trust I
----------------------------------------------
December 31, 2004 $537,955
----------------------------------------------
December 31, 2003 $672,730
----------------------------------------------
CDC Nvest Funds Trust II
----------------------------------------------
December 31, 2004 $301,650
----------------------------------------------
December 31, 2003 $223,539
----------------------------------------------
CDC Nvest Funds Trust III
----------------------------------------------
December 31, 2004 $389,150
----------------------------------------------
December 31, 2003 $201,539
----------------------------------------------
CDC Nvest Companies Trust I
----------------------------------------------
January 31, 2005
----------------------------------------------
January 31, 2004 $184,000
----------------------------------------------
CDC Nvest Cash Management Trust
----------------------------------------------
June 30, 2004 $122,239
----------------------------------------------
June 30, 2003 $110,000
----------------------------------------------
Loomis Sayles Funds I
----------------------------------------------
September 30, 2004 $118,000
----------------------------------------------
September 30, 2003 $110,000
----------------------------------------------
Loomis Sayles Funds II
----------------------------------------------
September 30, 2004 $54,400
----------------------------------------------
September 30, 2003 $45,000
In approving the selection of PwC, the Audit Committee considered, in
addition to other practices and requirements relating to the selection of the
Fund's auditors, whether PwC's provision of the non-audit services covered in
the table above under "Non-Audit Fees" for the Funds, the investment advisers
and for certain related other parties are compatible with maintaining the
independence of PwC as the Funds' principal accountants.
Nomination And Election Of Directors By Shareholders
The Agreement and Declaration of Trust of each Trust does not provide for
the annual election of Trustees. However, in accordance with the Investment
Company Act of 1940, (i) each Trust will hold a shareholders' meeting for the
election of Trustees at such time as less than a majority of the Trustees
holding office have been elected by shareholders, and (ii) if, as a result of a
vacancy in the Board of Trustees, less than two-thirds of the Trustees holding
office have been elected by the shareholders, that vacancy may only be filled
by a vote of the shareholders.
19
As mentioned above under "Standing Board Committees," the duties of each
Trust's Contract Review and Governance Committee includes the consideration and
nomination of candidates for election as Independent Trustees. This committee
will consider nominations from shareholders that comply with the requirements
discussed above. The charter of the Contract Review and Governance Committee is
attached as Appendix A to this Proxy Statement.
The Committee will, when a vacancy on the Board of the Trusts exists or is
anticipated, consider any candidate for Independent Trustee recommended by a
shareholder of the Fund if such recommendation contains sufficient background
information concerning the candidate to enable a proper judgment to be made as
to the candidate's qualifications, and the recommendation is received in
writing no later than the date specified for receipt of shareholder proposals,
as set forth below. Any such recommendations must be sent to the address
indicated below under "Shareholder Communications with the Boards."
The Committee has not established specific, minimum qualifications that must
be met by an individual to be recommended by the Committee for nomination as an
Independent Trustee. When nominating an individual to fill a vacancy on a
Fund's Board, the Committee may seek referrals from a variety of sources,
including current Trustees, management of the Fund, and counsel to the
Trustees. In evaluating nominees for a position on the Board, the Committee may
consider a variety of factors, including (i) the nominee's knowledge in matters
relating to the mutual fund industry; (ii) any experience possessed by the
nominee as a director or senior officer of other public companies; (iii) the
nominee's educational background; (iv) the nominee's reputation for high
ethical standards and personal and professional integrity; (v) any specific
financial, technical or other expertise possessed by the nominee, and the
extent to which such expertise would complement the Board's existing mix of
skills and qualifications; (vi) the nominee's perceived ability to contribute
to the ongoing functions of the Board, including the nominee's ability and
commitment to attend meetings regularly and work collaboratively with other
members of the Board; (vii) the nominee's ability to qualify as an Independent
Trustee for purposes of applicable regulations; and (viii) such other factors
as the Committee determines to be relevant in light of the existing composition
of the Board and any anticipated vacancies or other transitions. Prior to
making a final recommendation to the Board, the Committee may conduct personal
interviews with the nominees it concludes are the most qualified candidates.
Any individuals recommended by shareholders will be evaluated in the same
manner as individuals brought to the Board's attention in some other manner.
Mr. Baker and Ms. Walker, the two proposed new Trustees, were recommended by
the ad hoc Trustee recruitment sub-committee of the Contract Review and
Governance Committee, which consisted solely of Independent Trustees.
Shareholder Communications with the Boards
Shareholders may mail written communications to the Boards of Trustees,
addressed as follows:
To the Attention of the Board of Trustees
c/o Coleen Downs Dinneen, Secretary
IXIS Asset Management Advisors, L.P.
399 Boylston Street, Boston, Massachusetts 02116
A shareholder's written communication must (i) be signed by the shareholder,
(ii) include the shareholder's name and address, (iii) identify the Fund(s) to
which it relates and (iv) identify the account number, class and number of
shares held by the shareholder as of a recent date or the intermediary through
which the shares are held. Shareholders may also email communications to the
Board of Trustees to secretaryofthefunds@ixisag.com, provided however that
communications regarding recommendations for Trustee candidates may not be
submitted by email.
20
The Secretary is responsible for collecting, reviewing and organizing all
properly submitted shareholder communications. Except as provided below, the
Secretary shall either (i) provide a copy of each properly submitted
shareholder communications to the appropriate Committee of the Board, as
determined by the Secretary, at the next regularly scheduled Board meeting or
(ii) if the Secretary determines that the communication requires more immediate
attention, forward the communication to the appropriate Board Committee
promptly after receipt; in either case, the Secretary may also provide, in
addition to such shareholder communication, a proposed response to such
communication. Except with respect to shareholder recommendations regarding
candidates to the Board, the Secretary may, in good faith, determine that a
shareholder communication should not be provided to the Board because it does
not reasonably relate to a Fund or its operations, management, activities,
policies, service providers, Board, officers, shareholders or other matters
relating to an investment in the Fund or is otherwise ministerial in nature
(such as a request for Fund literature, share data or financial information).
These procedures shall not apply to (i) any communication from an officer or
Trustee of the Fund, (ii) any communication from an employee or agent (for
example, an employee of the Fund's investment advisor, administrator,
custodian, distributor and transfer agent) of the Fund, unless such
communication is made solely in such employee's or agent's capacity as a
shareholder, or (iii) any shareholder proposal submitted pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended, or any communication
made in connection with such a proposal (i.e., shareholder proxy proposals).
The Trustees unanimously recommend that shareholders vote FOR each nominee.
21
II. PROPOSAL 2: APPROVAL OF AN AMENDED AND RESTATED DECLARATION OF TRUST
Background.
Shareholders of each Trust will vote to approve an Amended and Restated
Declaration of Trust for each Trust (the "Amended Declaration of Trust" or the
"Amended Declaration"). For all Trusts except CDC Nvest Companies Trust I, each
share is entitled to cast one vote, and fractional shares are entitled to a
proportionate fractional vote. For CDC Nvest Companies Trust I, each
shareholder is entitled to cast one vote for each dollar of net asset value
(number of shares owned times net asset value per share), and each fractional
dollar amount shall be entitled to a proportionate fractional vote. All of the
Funds within a Trust vote together, as a single class. The required vote is
discussed below in Other Information--Required Vote.
The Trustees of each Trust recommend that the shareholders of each Fund vote
to approve the Amended Declaration of Trust for their Trust. In conjunction
with the shareholder vote to elect additional Trustees, we are taking the
opportunity to modernize our Declarations of Trust and to make them uniform
across the Trusts. We anticipate that the overall effect of these changes will
be to reduce costs and expenses in the administration of the Funds and provide
more flexibility for the operations of the Funds, within the limits of
applicable law. Certain of the changes apply to all Trusts. Others apply only
to certain Trusts. Please see below for descriptions of the changes; the
captions for each change indicate which Trusts the change applies to.
Discussion of Proposal.
The Proposal for your Trust is to approve the Amended Declaration of Trust.
The discussion below will highlight the differences between the Trusts' current
Declarations of Trust and the Amended Declaration of Trust, but is qualified in
its entirety by reference to the form of Amended and Restated Declaration of
Trust, which is attached as Appendix B to this Proxy Statement. The more
significant differences between the current Declaration for your Trust and the
Amended Declaration are described in the next several paragraphs. Following
that, other differences are reviewed in less detail.
If Proposal 2 is approved, the Trustees will adopt Amended and Restated
By-Laws for each Trust that make necessary and appropriate changes based on the
Amended Declaration. No shareholder approval is required for the Amended and
Restated By-Laws. If Proposal 2 is approved, the Amended Declaration of Trust
for each Trust will become effective when a majority of the Trustees has signed
the Amended Declaration and caused it to be filed with the Secretary of the
Commonwealth of Massachusetts and the Clerk of the City of Boston.
1. Trustee Standard of Care--All Trusts
The current Declarations provide that a Trustee shall be liable for his or
her own "willful misfeasance, bad faith, gross negligence or reckless
disregard" of the duties involved in the conduct of the office of Trustee. A
Trustee shall not be liable for errors of judgment or mistakes of fact or law.
This standard should apply equally to all Trustees, including a trustee that
serves as chairman of the Board, the lead or assistant lead independent
Trustee, if any, a member or chairman of a committee of the Board, or an expert
on any topic or in any area (including an audit committee financial expert).
Article VII, Section 2 of the Amended Declaration adds language making this
clear.
In the SEC's 2003 adopting release for disclosure requirements related to
the "audit committee financial expert" designation, the SEC stated that "[w]e
find no support in the Sarbanes-Oxley Act or in related legislative history
that Congress intended to change the duties, obligations or liability of any
audit committee member, including the audit committee financial expert, through
this provision." Although this is persuasive guidance, the standard of care
imposed on Trustees is a matter governed by Massachusetts law rather than by
federal law or regulations. Similarly, a Trustee designated as chairman of the
board or any committee should not be held to a stricter standard of liability.
As an extra safeguard for Trustees of the Trusts, the proposed change would
make clear that one standard of liability applies for all Trustees, without
regard to designation of additional
22
responsibilities or titles, or any implied expertise or qualifications based on
the assumption of an additional position.
The proposed change is expected to improve the ability of the Trusts to
maintain and attract Trustees to serve on the Trust's audit committee and in
certain other leadership roles without uncertainty over the standard of care to
which they may be subject.
2. Reduced Quorum--All Trusts
Each of the current Declarations provides that 40% of the shares entitled to
vote shall constitute a quorum at a shareholders' meeting (except where a
larger quorum is required by law, by the By-Laws, or elsewhere in the relevant
Declaration). Article V, Section III of the Amended Declaration reduces the
quorum to 30%.
The lower quorum could, in certain instances, prevent the expense of
adjourning a meeting or resoliciting shareholders should a quorum not be
present in person or by proxy. A bare quorum would be sufficient to elect
trustees, but certain other proposals would require a larger number of
shareholders to be present to meet the threshold required to approve the
proposal. For example, federal law generally requires that shareholders holding
at least half the shares entitled to vote be present or represented by proxy to
approve an investment advisory contract, even if the quorum is less than 50%.
3. Voting Requirement for Mergers--CDC Nvest Funds Trusts only
Although the language is not entirely clear, the current Declarations for
the CDC Nvest Funds Trusts have been read to allow a series or Trust to be
merged into or consolidated with or have its shares exchanged (collectively, a
"Merger") only if the Merger has been authorized by a vote of a majority of the
outstanding shares of the relevant series or Trust. (The current Declarations
for the Loomis Sayles Funds Trusts contain no such provision.) Article VIII,
Section 5 of the Amended Declaration would allow a Merger without a shareholder
vote to the extent permitted by Massachusetts and federal law.
It is important to note that Rule 17a-8 under the Investment Company Act of
1940 requires the Board of Trustees of a fund to be merged to make certain
determinations and requires shareholder approval unless certain conditions are
satisfied, including that there may be no material changes in the investment
advisory contract of the Fund, the independent trustees of the acquired fund
will be a majority of the trustees of the surviving fund, and that any
distribution fees pursuant to Rule 12b-1 will not be increased. Because of this
requirement, some Mergers will require shareholder approval even though the
Amended Declaration of Trust would not otherwise require it. In addition, the
Trustees would have the option to require shareholder approval of any Merger
(even if not otherwise required) if they determined that such a vote was
necessary or desirable. It is anticipated that upon approval of the Amended
Declaration, a Merger of a CDC Nvest Fund with a new fund (sometimes called a
"shell reorganization") might be used for the purpose of moving a Fund into
another one of the Trusts, without change in investment objectives, fees or
other characteristics of such a Fund. In such a case, you would be permitted to
cause that transaction to occur without shareholder approval.
4. Distributions to Shareholders--CDC Nvest Funds Trusts only
The current Declarations of Trust for the CDC Nvest Funds Trusts provide
that the Trustees "shall each year, or more frequently as they determine in
their sole discretion, distribute to the Shareholders of each Series...an
amount approximately equal to the net income attributable to the assets
belonging to such Series and may from time to time distribute to the
Shareholders of each Series...such additional amounts...as they may authorize."
(emphasis added).
The current Declarations of Trust for the Loomis Sayles Funds Trusts provide
that the Trustees "may each year, or more frequently if they so determine,
distribute to the Shareholders of each Series out of the assets of such Series
such amounts as the Trustees may determine." (emphasis added).
23
The Amended Declaration conforms to the language in the current Declarations
for the Loomis Sayles Funds Trusts. The new language (Article VI, Section 1)
will provide the Trustees more flexibility with regard to distributions to
shareholders. It may also improve efficiency of administration of the Trusts
because there will be a uniform standard across all of the Trusts. No change to
the distribution policies of any of the Funds is currently contemplated as a
result of this change. Each Fund intends to meet all requirements under
Subchapter M of the Internal Revenue Code necessary to qualify for treatment as
a "regulated investment company."
5. Designation of Series--CDC Nvest Funds Trust I, CDC Nvest Funds Trust
II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust
The current Declarations for CDC Nvest Funds Trust I, CDC Nvest Funds Trust
II, CDC Nvest Funds Trust III and CDC Nvest Cash Management Trust each list the
series of the Trust within the Declaration. The effect of this provision is to
require an amendment to the Declaration of Trust to be executed by the Trustees
and filed with the Secretary of The Commonwealth of Massachusetts and the Clerk
of the City of Boston each time a series (a fund) is added, terminated, or
changes its name.
The Amended Declaration would allow the Trustees to establish a new series
(a fund), change the name of a series, or liquidate a series by a resolution or
written consent of a majority of the Trustees. It would no longer be necessary
for an amendment to be filed with the local and state governments. This is
expected to reduce the burdens of administration of the relevant Funds,
including legal expenses and filing fees. Similar provisions are in the current
Declarations for the Loomis Sayles Funds Trusts and the CDC Nvest Companies
Trust I, as well as the governing documents of other investment companies
organized as Massachusetts business trusts.
6. Right of Access to Shareholder List or Transmission of Materials for a
Special Meeting to Remove Trustees--All Trusts
The Amended Declaration provides that a Trustee may be removed from office
by the vote or written declaration of two-thirds of the shares of a Trust. The
Trustees are required to call a meeting of shareholders to consider the
question of removal of a trustee or trustees to the extent required by the
Investment Company Act of 1940. The Investment Company Act of 1940 also
provides that a group of shareholders meeting certain requirements as to number
of shareholders in the group, length of ownership of shares in the Trust, and
collective ownership of shares of a Trust has certain rights (at the option of
the Trustees) of access to the list of shareholders or, upon payment of
reasonable expenses, to have the communication mailed to the shareholders.
The current Declarations (except for that of CDC Nvest Cash Management
Trust) contain language that is substantially similar to the relevant
provisions of the Investment Company Act of 1940. Some of those provisions are
not included in the Amended Declaration of Trust because they are not required.
The provisions of the Investment Company Act of 1940, as they may be amended
from time to time, will govern removal of Trustees by shareholders and related
issues regarding shareholder meetings for that purpose.
No provisions on this subject appear in the current Declarations for the CDC
Nvest Cash Management Trust. If the Amended Declaration is approved, the
provisions of the Investment Company Act of 1940 that currently apply will
continue to apply to Trustees of the CDC Nvest Cash Management Trust.
For each of the Trusts, no change in the rights of shareholders to remove
Trustees, access shareholder lists, or communicate with other shareholders for
the purposes of calling a meeting to remove Trustees is anticipated.
7. Record Date--CDC Nvest Funds Trusts only
The shareholders of the relevant class, series, or Trust on the "record
date" for a shareholder meeting have the right to notice of the meeting and the
right to vote at the meeting. The current Declarations for CDC Nvest Funds
Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC Nvest Cash
Management Trust each provide that the Trustees may select a record date for a
meeting of shareholders not more than 60 days
24
before the date of the meeting. The current Declaration for CDC Nvest Companies
Trust I provides that the record date may not be more than 90 days before the
date of the meeting.
The Amended Declaration of Trust would remove this restriction from the
Declarations of Trust. If the Proposal is approved, the Trustees intend to add
similar language to the By-Laws (such a change does not require a shareholder
vote), allowing the record date to be up to 90 days prior to the date of a
shareholder meeting. (The By-Laws of the Loomis Sayles Funds Trusts currently
include this provision.) This change would allow for longer proxy solicitation
periods when warranted, would provide for a uniform standard for all of the
Trusts, and would allow the Trustees to modify the provision in the future
without shareholder approval.
8. Voting By Share Rather Than By Net Asset Value--CDC Nvest Companies
Trust I only
The current Declaration for CDC Nvest Companies Trust I (the "Companies
Trust Declaration") provides that a shareholder is entitled to one vote for
each dollar of net asset value (number of shares times net asset value per
share). The Amended Declaration of Trust, like the current Declarations of the
other Trusts, instead provides that each share is entitled to one vote. (In all
cases, fractional dollars of net asset value or fractional shares are entitled
to fractional votes.) To the extent that the net asset value per share is
different for different classes of the AEW Real Estate Fund, this change would
have the effect of altering the voting power among the classes.
9. Shareholders' Right to Vote on Amendments--All Trusts Except CDC Nvest
Companies Trust I
The Companies Trust Declaration starts with the presumption that no
shareholder vote is required and then lists the following instances in which a
shareholder vote is required: amendments affecting shareholders' right to vote,
any amendment required by law or the registration statement, any amendment to
sections governing amendments, and any amendment submitted to shareholders by
the Trustees. Similar language is included in the Amended Declaration.
In contrast, the current Declarations for the other CDC Nvest Funds Trusts
provide that amendments will require the approval of a majority of Trustees
when authorized by a vote of a majority of shares entitled to vote with respect
to that amendment, except for certain provisions regarding new Funds or classes
and amendments "having the purpose of changing the name of the Trust or of any
Series or class of Shares or of supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or inconsistent provision."
The current Declarations for the Loomis Sayles Funds Trusts also have similar
language, with the exception that the Loomis Sayles Funds Trusts currently
permit the Trustees to establish, change or eliminate the par value of shares
without shareholder vote.
This change will allow certain amendments to be adopted by the Trustees
without the cost and delay of solicitation and a shareholder meeting when the
Trustees determine that such a change is desirable.
10.Ability of Independent Trustees to Hire Employees, Agents or
Experts--All Trusts
The Amended Declaration contains language that explicitly authorizes the
Independent Trustees, in their discretion, to hire employees and other agents
and experts necessary to carry out their duties. The Independent Trustees must
have this authority under recent changes to fund governance rules. None of the
current Declarations explicitly grants such authority, although the By-Laws of
the Trusts do contain a similar provision. We believe that the Declarations
should be modified to include this language.
11.Additional Differences--CDC Nvest Funds Trusts I, CDC Nvest Funds Trust
II and CDC Nvest Funds Trust III only
The current Declarations for CDC Nvest Funds Trust I and CDC Nvest Funds
Trust II are substantially identical. The differences between them include
dates of adoption, names of series (funds), and minor variations in wording or
punctuation in certain clauses. The current Declaration for CDC Nvest Funds
Trust III has differences of the same scope as the differences between CDC
Nvest Funds Trust I and CDC Nvest Funds Trust
25
II, and also includes a reference to the initial trustee and certain references
to powers and rights that specifically refer to classes of Funds, rather than
only to series (Funds). The differences between the current Declarations are
minor and for purposes of the remainder of this section, the discussion
indicates differences with the current Declarations, on the one hand, with the
Amended Declaration, on the other hand.
The current Declarations provide that any redemptions-in-kind shall
approximate the diversification of assets of the series. The Amended
Declaration contains no such requirement. Redemptions are generally in cash
and, because the Funds have elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940, the circumstances in which a Fund pays the
redemption price wholly or partly in kind are limited.
12.Additional Differences--CDC Nvest Companies Trust I only
The Companies Trust Declaration contains several provisions that are not
included in the Amended Declaration of Trust. These provisions are not included
because they are not necessary in a declaration of trust (either because the
Trustees have implied power to act, because they may be included in the By-Laws
or otherwise). First, the Companies Trust Declaration states that that each
share of the Trust "shall be fully paid and non-assessable." It explicitly
grants the Trustees the power to impose sales charges or other fees, to issue
fractional shares, to establish a mandatory retirement age, to delegate power
to an investment adviser, and to take certain other actions. Certain terms not
required in a declaration of trust, such as the fiscal year, provisions
regarding the use of name of the adviser, and severability in case of conflict
with laws are included in the Companies Trust Declaration but not in the
Amended Declaration. The Companies Trust Declaration also allows a vote of a
majority of outstanding shares (as defined in the Investment Company Act of
1940) to terminate the Trust (or a series or class). The Amended Declaration of
Trust, like the current Declarations of the other Trusts, requires a higher
shareholder vote (66 2/3%) for termination. For all of the current Declarations
and the Amended Declaration, a majority of Trustees may terminate the Trust (or
a series or class) upon notice to the shareholders.
The Companies Trust Declaration provides that the Trustees' decision whether
to bring or maintain a derivative claim (i.e., one which is brought on behalf
of the Trust) is subject to a shareholder vote on the question. The Amended
Declaration provides that the Trustees may, but need not, submit the question
to a shareholder vote.
The Companies Trust Declaration further provides that when the Trust makes
payments in kind it shall "so far as may be practicable, deliver assets that
approximate the diversification of all of the assets belonging to [the Fund
being redeemed]." It also provides extensive detail on conduct of the Trust, a
series (Fund), or class must conduct itself following termination of the same.
The Amended Declaration contains no such provisions.
13.Additional Differences--Loomis Sayles Funds Trusts only
The current Declarations for Loomis Sayles Funds I and Loomis Sayles Funds
II are substantially identical to each other, other than the name of the Trust.
The current Declarations restrict consideration for shares to cash or tangible
or intangible property (or a combination thereof). There is no such restriction
in the Amended Declaration. No change in current policies of the Trusts are
intended at this time.
The current Declarations state that a written consent of shareholders may be
taken by a majority of shareholders. Article V, Section 4 of the Amended
Declaration states that "[s]hareholders holding a majority of shares entitled
to vote on the matter" may take action by written consent.
The current Declarations for the Loomis Sayles Funds Trusts provide that
amendments will be filed with the Boston City Clerk. This states current law
and practice (to which no changes are anticipated) but is not included in the
Amended Declaration.
26
14.Additional Differences--CDC Nvest Funds Trust I, CDC Nvest Funds Trust
II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust and
Loomis Sayles Funds Trusts
The Amended Declaration provides that notices of shareholder meetings may be
given by electronic mail or by facsimile. No such provision is included in the
current Declarations for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II and
CDC Nvest Funds Trust III or for the Loomis Sayles Funds Trusts. The Trusts do
not presently intend to change current practice regarding distribution of
shareholder notices, although they may in the future subject to any applicable
SEC rules or guidance.
The Amended Declaration has more detailed provisions than the current
Declarations on whether shareholder voting on a question will be by class,
series (fund), or Trust. It also states that there shall be no cumulative
voting for Trustees. The new language does not change shareholder rights but
simply explicitly states the rules that currently apply to the Trusts by
operation of law or otherwise. The Amended Declaration also specifies that
assets of a series (a fund) are subject only to creditors of that series. The
current Declarations do not include the limitation with respect to creditors of
the particular series.
The Amended Declaration specifically grants the Trust the power to redeem
shareholders that engage in conduct "harmful to the Trust" or otherwise as the
Trustees determine to be "necessary or appropriate." This provision is in the
current Companies Trust Declaration and may be useful as an explicit grant of
power for redemptions in accordance with the anti-money-laundering program or
similar programs.
Article III, Section 9 of the Amended Declaration adds new language
regarding derivative claims (i.e., claims that are brought on behalf of the
Trust). It governs the rules for a shareholder to make demand on the Trustees
requesting that the Trustees bring or maintain an action, proceeding or claim.
This section also describes the Trustees' power to settle derivative claims.
15.Additional Differences--CDC Nvest Cash Management Trust
There are certain additional provisions in the current Declaration for the
CDC Nvest Cash Management Trust intended for series (funds) of the type known
as money market funds. References to Reserve Regulations, amortized cost, and
maintenance of constant net asset value are practices relevant for a money
market fund (but not for other mutual funds). The Amended Declaration does not
contain such references because the officers of the Trust believe that they are
not necessary. Consistent with applicable law and current practice, the Fund
will use amortized cost valuation and seek to maintain a constant net asset
value of $1.00 per share. The procedures for doing so will be governed by the
By-Laws, applicable SEC regulations and such other procedures as the Trustees
may from time to time adopt.
The Trustees unanimously recommend that shareholders vote to approve the
Amended and Restated Declaration of Trust for each Trust.
27
III. OTHER INFORMATION
Investment Advisers and Subadvisers.
The following table list each Fund's investment adviser and, where
applicable, sub-adviser(s). Information about the advisers and subadvisers is
provided after the table.
- --------------------------------------------------------------------------------------------
Trust Fund Adviser Subadviser(s)
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I CDC Nvest Star IXIS Advisors Harris Associates L.P.
Advisers Fund Loomis Sayles
(as of May 1, 2005, will Mercury Advisors
be renamed IXIS U.S.
Diversified Portfolio)
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I CDC Nvest Star Value IXIS Advisors Harris Associates L.P.
Fund Loomis Sayles
(as of May 1, 2005, will Vaughan Nelson
be renamed IXIS Value Investment
Fund) Management, L.P.
Westpeak Global
Advisors, L.P.
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I CGM Advisor Targeted Capital Growth N/A
Equity Fund Management Limited
Partnership
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I Hansberger IXIS Advisors Hansberger Global
International Fund Investors, Inc.
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I Loomis Sayles Core Loomis Sayles N/A
Plus Bond Fund
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I Vaughan Nelson Small IXIS Advisors Vaughan Nelson
Cap Value Fund Investment
Management, L.P.
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I Westpeak Capital IXIS Advisors Westpeak Global
Growth Fund Advisors, L.P.
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust II Harris Associates Large IXIS Advisors Harris Associates L.P.
Cap Value Fund
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust II Loomis Sayles Loomis Sayles N/A
Massachusetts Tax Free
Income Fund
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust III CDC IXIS Moderate IXIS Advisors Loomis Sayles
Diversified Portfolio Harris Associates L.P.
(as of May 1, 2005, will Reich & Tang Asset
be renamed IXIS Management, LLC
Moderate Diversified Hansberger Global
Portfolio) Investors, Inc.
- --------------------------------------------------------------------------------------------
CDC Nvest Funds Trust III Harris Associates IXIS Advisors Harris Associates L.P.
Focused Value Fund
- --------------------------------------------------------------------------------------------
28
- -------------------------------------------------------------------------------------------
Trust Fund Adviser Subadviser(s)
- -------------------------------------------------------------------------------------------
CDC Nvest Funds Trust III IXIS Equity Diversified IXIS Advisors Loomis Sayles
Portfolio Harris Associates L.P.
Reich & Tang Asset
Management, LLC
Hansberger Global
Investors, Inc.
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
CDC Nvest Cash CDC Nvest Cash IXIS Advisors Reich & Tang Asset
Management Trust Management Trust-- Management, LLC
Money Market Series
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
CDC Nvest Companies AEW Real Estate Fund AEW Management and N/A
Trust I Advisors, L.P.
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A
Benchmark Core Bond
Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Bond Loomis Sayles N/A
Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Fixed Loomis Sayles N/A
Income Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Global Loomis Sayles N/A
Bond Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles High Loomis Sayles N/A
Income Opportunities
Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Inflation Loomis Sayles N/A
Protected Securities
Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A
Institutional High
Income Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A
Investment Grade Fixed
Income Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A
Intermediate Duration
Fixed Income Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Mid Cap Loomis Sayles N/A
Growth Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Small Loomis Sayles N/A
Company Growth Fund
- -------------------------------------------------------------------------------------------
Loomis Sayles Funds I Loomis Sayles Small Loomis Sayles N/A
Cap Value Fund
- -------------------------------------------------------------------------------------------
29
--------------------------------------------------------------------------
Trust Fund Adviser Subadviser(s)
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A
Aggressive Growth
Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Growth Loomis Sayles N/A
Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles High Loomis Sayles N/A
Income Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A
Investment Grade Bond
Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Limited Loomis Sayles N/A
Term Government and
Agency Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Mid Cap Loomis Sayles N/A
Growth Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A
Municipal Income Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A
Research Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Strategic Loomis Sayles N/A
Income Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Tax- Loomis Sayles N/A
Managed Equity Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Value Loomis Sayles N/A
Fund
--------------------------------------------------------------------------
Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A
Worldwide Fund
--------------------------------------------------------------------------
IXIS Asset Management Advisors, L.P. ("IXIS Advisors") is located at 399
Boylston Street, Boston, Massachusetts 02116.
Loomis, Sayles & Company, L.P. is located at One Financial Center, Boston,
Massachusetts 02111.
AEW Management and Advisors, L.P. is located at World Trade Center East, Two
Seaport Lane, Boston, Massachusetts 02210.
Capital Growth Management Limited Partnership is located at One
International Place, Boston, Massachusetts 02110.
Hansberger Global Investors, Inc. is located at 401 Las Olas Boulevard,
Suite 1700, Fort Lauderdale, Florida 33301.
Harris Associates L.P. is located at Two North LaSalle Street, Suite 500,
Chicago, Illinois 60602.
Mercury Advisors is located at 800 Scudders Mill Road, Plainsboro, New
Jersey 08536. "Mercury Advisors" is the name under which Fund Asset Management,
L.P., a wholly owned subsidiary of Merrill Lynch & Co., Inc., conducts certain
business.
30
Reich & Tang Asset Management, LLC is located at 600 Fifth Avenue, New York,
New York 10020.
Vaughan Nelson Investment Management, L.P. is located at 600 Travis, Suite
6300, Houston, Texas 77002.
Westpeak Global Advisors, L.P. is located at 1470 Walnut Street, Boulder,
Colorado 80302.
Principal Underwriters.
IXIS Asset Management Distributors, L.P., located at 399 Boylston Street,
Boston, Massachusetts 02116, is the principal underwriter for all of the Funds,
except with respect to Class J shares of Loomis Sayles Investment Grade Bond
Fund.
Loomis Sayles Distributors, L.P., located at One Financial Center, Boston,
Massachusetts 02110, is the principal underwriter for Class J shares of Loomis
Sayles Investment Grade Bond Fund.
Administrator and Advisory Administrator.
IXIS Advisors, located at 399 Boylston Street, Boston, Massachusetts 02116,
serves as administrator for the Funds. IXIS Advisors also serves as advisory
administrator to the Loomis Sayles Core Plus Bond Fund and Loomis Sayles
Massachusetts Tax Free Income Fund.
Fund Annual and Semi-Annual Reports.
Except as stated otherwise, CDC Nvest Cash Management Trust--Money Market
Series and AEW Real Estate Fund have previously sent their Annual and
Semi-Annual Reports to their shareholders. CDC Nvest Funds Trust I, CDC Nvest
Funds Trust II, CDC Nvest Funds Trust III and the Loomis Sayles Funds have
previously sent their Annual Report to their shareholders. You can obtain a
copy of these Reports without charge by writing to IXIS Asset Management
Distributors, L.P., 399 Boylston Street, Boston, MA 02116 or by calling
1-800-225-5478. In addition, the Funds' Annual and Semi-Annual Reports are
available on our websites, www.cdcnvestfunds.com for the CDC Nvest Funds (Click
on "Fund Information" and then "Financial Reports") and www.loomissayles.com
for the Loomis Sayles Funds (Click on "Mutual Funds" and then "Literature" and
the "Fund Reports").
Certain Purchases and Sales of Securities.
There were no purchases or sales by any of the Nominees of any securities in
excess of 1% of any class of outstanding securities of any Adviser, any
Sub-Adviser, or any of their Parents or Subsidiaries since the beginning of
each Fund's most recently completed fiscal year.
Certain Relationships and Interests of Trustees and Officers.
No Trustees or Officers have any substantial interest, direct or indirect,
by security holdings or otherwise, in any matter to be acted upon, other than
elections to office.
Outstanding Shares and Significant Shareholders.
Shareholders of record at the close of business on April 6, 2005 are
entitled to notice of and to vote at the Meeting and any adjourned session.
Appendix C to this Proxy Statement lists for each Fund the total number of
shares outstanding as of March 8, 2005 for each class of the Fund's shares. It
also identifies holders, as of March 8, 2005, of more than 5% of any class of
shares of each Fund, and contains information about the shareholdings in the
Funds of the Trustees and the executive officers of the Funds as of March 8,
2005.
31
Information About Proxies and the Conduct of the Meeting
Solicitation of Proxies. Proxies will be solicited primarily by mailing this
Proxy Statement and its enclosures, but proxies may also be solicited through
further mailings, telephone calls, personal interviews or e-mail by officers of
the Trusts or by employees or agents of IXIS Advisors, Loomis Sayles or their
respective affiliates. In addition, Alamo Direct has been engaged to assist in
the solicitation of proxies, at an estimated cost of approximately $1,036,045.
Costs of Solicitation. The costs of the Meeting, including the costs of
soliciting proxies and printing and mailing this proxy statement to
shareholders, will be paid by the Trusts.
Voting and Tabulation of Proxies. Shares represented by duly executed and
timely proxies will be voted as instructed on the proxy. If no instructions are
given, the proxy will be voted in favor of all of the nominees for election as
Trustees of the Trusts and for approval of the relevant Amended and Restated
Agreement and Declaration of Trust. You may vote by any one of the three
following methods: (1) by mailing the enclosed proxy card, (2) through use of
the internet or (3) by telephone. If you mail the enclosed proxy and no choice
is indicated for a proposal listed in the attached Notice of Meeting, your
proxy will be voted in favor of that proposal, including all of the nominees
for election as Trustees. Votes made through use of 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 signed, written letter of revocation to the Secretary of
the Trust, (ii) by properly executing a later-dated proxy (by any of the
methods of voting described above), or (iii) by attending the Meeting,
requesting return of any previously delivered proxy and voting in person. Votes
cast in person or by proxy at the Meeting will be counted by persons appointed
by the Funds as tellers for the Meeting (the "Tellers"). Forty percent of the
shares of any Trust outstanding on the record date, present in person or
represented by proxy, constitute quorums for the transaction of business by the
shareholders of that Trust at the Meeting. In determining whether a quorum is
present, the Tellers will count shares represented by proxies that reflect
abstentions, and "broker non-votes," as shares that are present and entitled to
vote. Since these shares will be counted as present, but not as voting in favor
of any proposal, these shares will have the same effect as if they cast votes
against the proposal to approve the Amended and Restated Declaration of Trust
for all Trusts except CDC Nvest Companies Trust I. For the election of Trustees
and the approval of the Amended and Restated Declaration of Trust for CDC Nvest
Companies Trust I, these shares will have no effect on whether the applicable
proposal is approved. "Broker non-votes" are shares held by brokers or nominees
as to which (i) the broker or nominee does not have discretionary voting power
and (ii) the broker or nominee has not received instructions from the
beneficial owner or other person who is entitled to instruct how the shares
will be voted.
Votes on Proposal 1 (Election of Trustees) and Proposal 2 (Approval of an
Amended and Restated Declaration of Trust) will be tabulated on a Trust basis,
such that shareholders of the Funds within each Trust will vote together as a
single class to elect the Board of Trustees and on whether to approve the
changes to the relevant Declaration of Trust. For a Trust, the approval of a
nominee is not contingent upon approval of any other nominee or the Amended
Declaration, and, similarly, the approval of the Amended Declaration is not
contingent upon the approval of any nominee. The approval of one or more
proposals for a Trust will not effect the approval of any proposal for any
other Trust.
Required Vote. The election of Trustees of the Trusts (except with respect
to CDC Nvest Companies Trust I) will be by a plurality of the shares of each
Trust (each Trust voting separately and all Funds of each Trust voting together
as a single class) present at the meeting in person or by proxy. For CDC Nvest
Companies Trust I, each shareholder is entitled to one vote for each dollar of
net asset value (number of shares owned times net asset value per share), and
each fractional dollar amount is entitled to a proportionate fractional vote; a
plurality of votes of CDC Nvest Companies Trust I will elect Trustees. The
twelve nominees receiving the highest number of votes for such Trust cast at
the Meeting, provided a quorum is present, shall be elected.
For approval of the Amended and Restated Declaration of Trust for each Trust
(except for CDC Nvest Companies Trust I), the required vote is a majority of
the shares of the Trust entitled to vote. For CDC Nvest
32
Companies Trust I, the required vote is a majority of shares voted, with each
shareholder entitled to one vote for each dollar of net asset value.
If the required vote for a proposal or for a nominee is not obtained for any
Trust, the Trustees will consider what other actions to take in the best
interests of that Trust.
Adjournments; Other Business. In the event that a quorum is not present for
purposes of acting on a proposal, or if sufficient votes in favor of a proposal
are not received by the time of the Meeting, the persons named as proxies may
propose that the Meeting be adjourned one or more times as to that Trust to
permit further solicitation of proxies. Any adjournment requires the
affirmative vote of a majority of the votes properly cast on the question,
whether or not a quorum is present. The persons named as proxies will vote in
favor of any such adjournment all proxies that they are entitled to vote in
favor of any proposal that has not yet then been adopted. They will vote
against any such adjournment any proxy that directs them to vote against each
proposal that has not yet then been adopted. They will not vote any proxy that
directs them to abstain from voting on the proposal.
The Meeting has been called to transact any business that properly comes
before it. The only business that management of the Funds intends to present or
knows that others will present is the election of the Trustees of the Trusts
and approval of an Amended and Restated Declaration of Trust for each Trust. If
any other matters properly come before the Meeting, and on all matters
incidental to the conduct of the Meeting, the persons named as proxies intend
to vote the proxies in accordance with their judgment, unless the Secretary of
the Trust has previously received written contrary instructions from the
shareholder entitled to vote the shares.
Shareholder Proposals at Future Meetings. The Trusts do not hold annual or
other regular meetings of shareholders. Shareholder proposals to be presented
at any future meeting of shareholders of a Trust or a Fund must be received by
the Trust or the Fund in writing a reasonable amount of time before the Trust
solicits proxies for that meeting, in order to be considered for inclusion in
the proxy materials for that meeting.
33
Appendix A
Charter of the Contract Review and Governance Committee
CDC Nvest Funds Trust I
CDC Nvest Funds Trust II
CDC Nvest Funds Trust III
CDC Nvest Cash Management Trust
CDC Nvest Companies Trust I
AEW Real Estate Income Fund
Loomis Sayles Funds I
Loomis Sayles Funds II
1) The Contract Review & Governance Committee (the "Committee") of CDC Nvest
Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest
Cash Management Trust, CDC Nvest Companies Trust I, AEW Real Estate Income
Fund, Loomis Sayles Fund I and Loomis Sayles Funds II (the "Trusts") shall be
composed entirely of independent trustees.
2) The purposes of the Committee are:
a) Contract Review Matters:
i) To request and evaluate such information as may reasonably be
necessary to evaluate the terms of the advisory agreements, subadvisory
agreements, distribution agreements and related distribution plans
pursuant to Rule 12b-1 relating to the funds in each Trust on an annual
basis and as needed throughout the year;
ii) To monitor the performance of the advisers and oversee the
performance of the subadvisers to the funds in each Trust on a quarterly
and annual basis, and as needed throughout the year;
iii) To monitor the discount or premium, if any, of the closed end
fund's market price on the American Stock Exchange to its net asset
value;
iv) To monitor the effect of the use of leveraging (through the
issuance of preferred shares) of the closed-end fund on common share
total return;
v) To hold scheduled meetings on a regular basis in order to conduct
such Committee business and report to the full Board of Trustees at
their next regularly scheduled meeting or sooner; and
vi) To submit minutes of such meetings to the full Board on a regular
basis.
b) Governance Matters:
i) The Committee (or a subcommittee established by the Board) shall
make and consider nominations for independent trustee membership on the
Board of Trustees when necessary, pursuant to the procedures set forth
in Appendix A hereto;
ii) The Committee shall, at least annually, review board governance
practices and procedures and shall recommend any appropriate changes to
the full board;
iii) The Committee shall periodically review the composition of the
board to determine whether it may be appropriate to add individuals with
different backgrounds or skill sets from those already on the board;
iv) The Committee shall, at least annually, review trustee
compensation and shall recommend any appropriate changes to the
independent trustees;
v) The Committee shall review committee assignments on an annual
basis; and
vi) The Committee shall review as necessary the responsibilities of
each committee of the Board, whether there is continuing need for each
committee, whether there is a need for additional committees
A-1
of the Board, and whether committees should be combined or reorganized.
The Committee shall make recommendations for any such action to the full
board.
3) Other Powers and Responsibilities:
a) The Committee shall monitor the performance of legal counsel employed
by the Trusts and the independent trustees, and shall be responsible for the
supervision of counsel for the independent trustees;
b) The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Trust;
c) When appropriate the Committee shall review potential conflict of
interest situations; and
d) The Committee shall review this charter at least annually and
recommend any changes to the full board.
- --------------------------------------------------------------------------------
Appendix A to the Charter--Procedures with Respect to Nominees to the Board
I. Identification of Candidates. When a vacancy on the Board of the Trusts
exists or is anticipated, the Committee may make nominations for Trustee
membership. When nominating an individual to fill a vacancy on the Trust's
Board, the Committee may seek referrals from a variety of sources, including
current Trustees, management of the Funds, Funds counsel and counsel to the
Independent Trustees, and shareholders of a Fund who submit recommendations in
accordance with these procedures. The Committee has not established specific,
minimum qualifications that must be met by an individual in order for such
person to be considered by the Committee for nomination as an Independent
Trustee.
II. Shareholder Candidates. Except as provided below, the Committee also
shall consider any candidate for Independent Trustee recommended by a
shareholder of a Trust if such recommendation contains sufficient background
information concerning the candidate to enable a proper judgment to be made as
to the candidate's qualifications, and the recommendation is received in a
sufficiently timely manner (and in any event no later than the date specified
for receipt of shareholder proposals in any applicable proxy statement with
respect to a Fund). Shareholders shall be directed to address any such
recommendations to the attention of the Board of Trustees, c/o Secretary of the
Trust. The Trusts may adopt different and/or more detailed requirements with
respect to shareholder nominations of Trustee candidates. Such requirements may
be contained in a Trust's Declaration of Trust or Bylaws. For example, the
Bylaws of the AEW Real Estate Income Fund contain detailed requirements that
must be met by shareholders submitting Trustee candidates. In such case, any
shareholder nominations must meet such requirements in order to be considered.
A recommendation from a shareholder shall be kept on file and considered by the
Board for six (6) months from the date of receipt, after which the
recommendation shall be considered stale and discarded.
III. Evaluation of Candidates. In evaluating nominees for a position on the
Board, the Committee may consider any factors it deems appropriate, including,
without limitation, (i) the nominee's knowledge of the mutual fund industry;
(ii) any experience possessed by the nominee as a director or senior officer of
other public companies; (iii) the nominee's educational background; (iv) the
nominee's reputation for high ethical standards and personal and professional
integrity; (v) any specific financial, technical or other expertise possessed
by the nominee, and the extent to which such expertise would complement the
Board's existing mix of skills and qualifications; (vi) the nominee's perceived
ability to contribute to the ongoing functions of the Board, including the
nominee's ability and commitment to attend meetings regularly and work
collaboratively with other members of the Board; (vii) the nominee's ability to
qualify as an Independent Trustee for purposes of applicable regulations; and
(viii) the existing composition of the Board and any anticipated vacancies or
other transitions. Any individuals recommended by shareholders will be
evaluated in the same manner as individuals brought to the Board's attention in
some other manner.
A-2
Appendix B
[NAME OF TRUST]
FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
THIS [ ] AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made
at Boston, Massachusetts this day of , 2005 (the "Effective
Date") by the Trustees hereunder and the holders of shares of beneficial
interest issued hereunder and to be issued hereunder as hereinafter provided:
WITNESSETH that
WHEREAS, The Trustees adopted the Original Declaration of Trust on
, , [as amended and restated on , ];
WHEREAS, the required number of shares approved this Amended and Restated
Declaration of Trust at a special meeting of shareholders duly called for that
purpose on , 2005;
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and
WHEREAS, the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts voluntary association with transferable
shares in accordance with the provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets, which they may from time to time acquire in any
manner as Trustee hereunder, IN TRUST to manage and dispose of the same upon
the following terms and conditions for the benefit of the holders from time to
time of shares in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1. This Trust shall be known as " Trust " and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "Trust" refers to the Massachusetts business trust established by
this [ ] Amended and Restated Declaration of Trust, as amended or
restated from time to time;
(b) "Trustees" refers to the persons signatory hereto, so long as they
continue in office in accordance with the terms of this Declaration of
Trust, and all other persons who may from time to time be duly elected or
appointed in accordance with Article IV hereof;
(c) "Shares" means the equal proportionate units of interest into which
the beneficial interest in the Trust or in the Trust property belonging to
any Series of the Trust or in any class of Shares of the Trust (as the
context may require) shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
B-1
(e) "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations thereunder, all as amended from time to time;
(f) The terms "Commission" and "principal underwriter" shall have the
meanings given them in the 1940 Act;
(g) "Declaration of Trust" or "Declaration" shall mean this Agreement and
Declaration of Trust, as amended or restated from time to time;
(h) "By-Laws" shall mean the By-Laws of the Trust, as amended from time
to time;
(i) "Series Company" refers to the form of registered open-end investment
company described in Section 18(f)(2) of the 1940 Act or in any successor
statutory provision;
(j) "Series" refers to Series of Shares established and designated under
or in accordance with the provisions of Article III;
(k) "Multi-Class Series" refers to Series of Shares established and
designated as Multi-Class Series under or in accordance with the provisions
of Article III, Section 6; and
(l) The terms "class" and "class of Shares" refer to each class of Shares
into which the Shares of any Multi-Class Series may from time to time be
divided in accordance with the provisions of Article III.
ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust is to engage in the business of a management
investment company.
ARTICLE III
SHARES
Section 1. Division of Beneficial Interest. The Shares of the Trust shall
be issued in one or more Series as the Trustees may, without shareholder
approval, authorize. Each Series shall be preferred over all other Series in
respect of assets specifically allocated to that Series within the meaning of
the 1940 Act and shall represent a separate investment portfolio of the Trust.
The beneficial interest in each Series shall at all times be divided into an
unlimited number of Shares, without par value, each of which shall, except as
provided in the following sentence, represent an equal proportionate interest
in the Series with each other Share of the same Series, none having priority or
preference over another. The Trustees may, without Shareholder approval, divide
the Shares of any Series into two or more classes, Shares of each such class
having such preferences and special or relative rights and privileges
(including conversion rights, if any) as the Trustees may determine or as shall
be set forth in the By-Laws. The Trustees may from time to time divide or
combine the Shares of any Series or Class into a greater or lesser number
without thereby changing the proportionate beneficial interest in the Series or
Class.
Section 2. Ownership of Shares. The ownership of Shares shall be recorded
on the books of the Trust or a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Series and class.
No certificates certifying the ownership of Shares shall be issued except as
the Trustees may otherwise determine from time to time. The Trustees may make
such rules as they consider appropriate for the transfer of Shares of each
Series and class and similar matters. The record books of the Trust as kept by
the Trust or any transfer or similar agent, as the case may be, shall be
conclusive as to who are the Shareholders of each Series and class and as to
the number of Shares of each Series and class held from time to time by each.
Section 3. Investments in the Trust. The Trustees shall accept investments
in the Trust from such persons and on such terms and for such consideration as
they from time to time authorize.
B-2
Section 4. Status of Shares and Limitation of Personal Liability. Shares
shall be deemed to be personal property giving only the rights provided in this
Declaration of Trust. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same nor entitle
the representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call for a partition
or division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust, shall have any power to bind
personally any Shareholder, nor except as specifically provided herein to call
upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.
Section 5. Power of Trustees to Change Provisions Relating to
Shares. Notwithstanding any other provisions of this Declaration of Trust and
without limiting the power of the Trustees to amend the Declaration of Trust as
provided elsewhere herein, the Trustees shall have the power to amend this
Declaration of Trust, at any time and from time to time, in such manner as the
Trustees may determine in their sole discretion, without the need for
Shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the Shares contained in this Declaration of Trust for
the purpose of responding to or complying with any regulations, orders, rulings
or interpretations of any governmental agency or any laws, now or hereafter
applicable to the Trust; provided that before adopting any such amendment
without Shareholder approval the Trustees shall determine that it is consistent
with the fair and equitable treatment of all Shareholders. The establishment
and designation of any Series of Shares in addition to the Series established
and designated prior to the Effective Date shall be effective upon the adoption
by vote or written consent of a majority of the then Trustees of a resolution
setting forth such establishment and designation and the relative rights and
preferences of such Series, or as otherwise provided in such resolution. The
establishment and designation of any class of Shares shall be effective upon
the adoption by vote or written consent of a majority of the then Trustees of a
resolution setting forth such establishment and designation and the relative
rights and preferences of such class and such eligibility requirements for
investment therein as the Trustees may determine, or as otherwise provided in
such resolution.
Without limiting the generality of the foregoing, the Trustees may, without
the approval of Shareholders, for the above-stated purposes, amend the
Declaration of Trust to:
(a) create one or more Series or classes of Shares (in addition to any
Series or classes already existing or otherwise) with such rights and
preferences and such eligibility requirements for investment therein as the
Trustees shall determine and reclassify any or all outstanding Shares as
shares of particular Series or classes in accordance with such eligibility
requirements;
(b) amend any of the provisions set forth in paragraphs (a) through (j)
of Section 6 of this Article III;
(c) combine one or more Series or classes of Shares into a single Series
or class on such terms and conditions as the Trustees shall determine or
consolidate, merge or transfer assets of the Trust or a Series as set forth
in Article VIII, Section 5;
(d) change or eliminate any eligibility requirements for investment in
Shares of any Series or class, including without limitation the power to
provide for the issue of Shares of any Series or class in connection with
any merger or consolidation of the Trust with another trust or company or
any acquisition by the Trust of part or all of the assets of another trust
or company;
(e) change the designation of any Series or class of Shares;
(f) change the method of allocating dividends among the various Series
and classes of Shares;
(g) allocate any specific assets or liabilities of the Trust or any
specific items of income or expense of the Trust to one or more Series or
classes of Shares; and
B-3
(h) specifically allocate assets to any or all Series of Shares or create
one or more additional Series of Shares which are preferred over all other
Series of Shares in respect of assets specifically allocated thereto or any
dividends paid by the Trust with respect to any net income, however
determined, earned from the investment and reinvestment of any assets so
allocated or otherwise and provide for any special voting or other rights
with respect to such Series or any classes of Shares thereof.
Section 6. Establishment and Designation of Series and Classes. Shares of
each Series established through and including the Effective Date shall have the
following rights and preferences relative to Shares of each other Series, and
Shares of each class of a Multi-Class Series shall have such rights and
preferences relative to other classes of the same Series as are set forth
below, together with such other rights and preferences relative to such other
classes as are set forth in any resolution of the Trustees establishing and
designating such class of Shares:
(a) Assets belonging to Series. Subject to the provisions of paragraph
(c) of this Section 6:
All consideration received by the Trust for the issue or sale of Shares
of a particular Series, together with all assets in which such consideration
is invested or reinvested, all income, earnings, profits and proceeds
thereof from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors of that Series, and
shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits and proceeds thereof, from
whatever source derived, including, without limitation, any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds, in whatever form
the same may be, are herein referred to as "assets belonging to" that
Series. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series (collectively "General Assets"), the
Trustees shall allocate such General Assets to, between or among any one or
more of the Series established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable, and any General Asset so allocated to a particular Series shall
belong to that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all purposes.
(b) Liabilities Belonging to Series. Subject to the provisions of
paragraph (c) of this Section 6:
The assets belonging to each particular Series shall be charged solely
with the liabilities of the Trust in respect to that Series, the expenses,
costs, charges and reserves attributable to that Series, and any general
liabilities of the Trust which are not readily identifiable as belonging to
any particular Series but which are allocated and charged by the Trustees to
and among any one or more of the Series established and designated from time
to time in a manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs,
charges and reserves so charged to a Series are herein referred to as
"liabilities belonging to" that Series. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive
and binding upon the Shareholders of all Series for all purposes.
(c) Apportionment of Assets etc. in Case of Multi-Class Series. In the
case of any Multi-Class Series, to the extent necessary or appropriate to
give effect to the relative rights and preferences of any classes of Shares
of such Series, (i) any assets, income, earnings, profits, proceeds,
liabilities, expenses, charges, costs and reserves belonging or attributable
to that Series may be allocated or attributed to a particular class of
Shares of that Series or apportioned among two or more classes of Shares of
that Series; and (ii) Shares of any class of such Series may have priority
or preference over Shares of other classes of such Series with respect to
dividends or distributions upon termination of the Trust or of such Series
or class or otherwise, provided that no Share shall have any priority or
preference over any other Shares of the same class and that all dividends
and distributions to Shareholders of a particular class shall be made
ratably among all Shareholders of such class according to the number of
Shares of such class held of record by such Shareholders on the record date
for any dividend or distribution or on the date of termination, as the case
may be.
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(d) Dividends, Distributions, Redemptions and
Repurchases. Notwithstanding any other provisions of this Declaration,
including, without limitation, Article VI, no dividend or distribution
(including, without limitation, any distribution paid upon termination of
the Trust or of any Series or class) with respect to, nor any redemption or
repurchase of, the Shares of any Series or class shall be effected by the
Trust other than from the assets belonging to such Series or attributable to
such class, nor shall any Shareholder of any particular Series or class
otherwise have any right or claim against the assets belonging to any other
Series or attributable to any other class except to the extent that such
Shareholder has such a right or claim hereunder as a Shareholder of such
other Series or class.
(e) Voting. Notwithstanding any of the other provisions of this
Declaration, including, without limitation, Section 1 of Article V, and
except to the extent required by applicable law, the Shareholders of any
particular Series or class shall not be entitled to vote on any matters as
to which such Series or class is not affected. On any matter submitted to a
vote of Shareholders, all Shares of the Trust then entitled to vote shall,
except as otherwise provided in the By-Laws, be voted in the aggregate as a
single class without regard to Series or class of Shares, except that (1)
when required by the 1940 Act or when the Trustees shall have determined
that the matter affects one or more Series or classes of Shares materially
differently, Shares shall be voted by individual Series or class and (2)
when the matter affects only the interests of one or more Series or classes,
only Shareholders of such Series or classes shall be entitled to vote
thereon. There shall be no cumulative voting in the election of Trustees.
(f) Equality. Except to the extent necessary or appropriate to give
effect to the relative rights and preferences of any classes of Shares of a
Multi-Class Series, all the Shares of each particular Series shall represent
an equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share of any
particular Series shall be equal to each other Share of that Series. All the
Shares of each particular class of Shares within a Multi-Class Series shall
represent an equal proportionate interest in the assets belonging to such
Series that are attributable to such class (subject to the liabilities
attributable to such class), and each Share of any particular class within a
Multi-Class Series shall be equal to each other Share of such class.
(g) Fractions. Any fractional Share of a Series or class shall carry
proportionately all the rights and obligations of a whole Share of that
Series or class, including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares and termination of the
Trust.
(h) Exchange Privilege. The Trustees shall have the authority to provide
that the holders of Shares of any Series or class shall have the right to
exchange said Shares for Shares of one or more other Series or classes of
Shares in accordance with such requirements and procedures as may be
established by the Trustees.
(i) Combination of Series or Classes. Without limiting the authority of
the Trustees set forth in Article VIII, Section 5, the Trustees shall have
the authority, without the approval of the Shareholders of any Series or
class unless otherwise required by applicable law, to combine the assets and
liabilities belonging to any two or more Series or attributable to any class
into assets and liabilities belonging to a single Series or attributable to
a single class.
(j) Elimination of Series or Class. At any time that there are no Shares
outstanding of any particular Series previously established and designated,
the Trustees may abolish and rescind the establishment and designation of
that Series by vote or written consent of a majority of the then Trustees.
At any time that there are no Shares outstanding of any particular class
previously established and designated of a Multi-Class Series, the Trustees
may abolish that class and rescind the establishment and designation thereof
by vote or written consent of a majority of the then Trustees.
Section 7. Indemnification of Shareholders. In case any Shareholder or
former Shareholder shall be held to be personally liable solely by reason of
his or her being or having been a Shareholder of the Trust or of a particular
Series or class and not because of his or her acts or omissions or for some
other reason, the Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or,
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in the case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets of the Series (or attributable
to the class) of which he or she is a Shareholder or former Shareholder to be
held harmless from and indemnified against all loss and expense arising from
such liability.
Section 8. No Preemptive Rights. Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust.
Section 9. Derivative Claims. No Shareholder shall have the right to bring
or maintain any court action, proceeding or claim on behalf of the Trust or any
Series without first making demand on the Trustees requesting the Trustees to
bring or maintain such action, proceeding or claim. Such demand shall be mailed
to the Secretary of the Trust at the Trust's principal office and shall set
forth in reasonable detail the nature of the proposed court action, proceeding
or claim and the essential facts relied upon by the Shareholder to support the
allegations made in the demand. The Trustees shall consider such demand within
45 days of its receipt by the Trust. In their sole discretion, the Trustees may
submit the matter to a vote of Shareholders of the Trust or Series, as
appropriate. Any decision by the Trustees to bring, maintain or settle (or not
to bring, maintain or settle) such court action, proceeding or claim, or to
submit the matter to a vote of Shareholders, shall be made by the Trustees in
their business judgment and shall be binding upon the Shareholders.
ARTICLE IV
THE TRUSTEES
Section 1. Election and Tenure. The Trustees may fix the number of
Trustees, fill vacancies in the Trustees, including vacancies arising from an
increase in the number of Trustees, or remove Trustees with or without cause.
Each Trustee shall serve during the continued lifetime of the Trust until he or
she dies, resigns or is removed, or, if sooner, until the next meeting of
Shareholders called for the purpose of electing Trustees and until the election
and qualification of his or her successor. Any Trustee may resign at any time
by written instrument signed by him or her and delivered to any officer of the
Trust or to a meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no Trustee
resigning and no Trustee removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to damages
on account of such removal. The Shareholders may fix the number of Trustees and
elect Trustees at any meeting of Shareholders called by the Trustees for that
purpose and to the extent required by applicable law, including paragraphs (a)
and (b) of Section 16 of the 1940 Act.
Section 2. Effect of Death, Resignation, etc. of a Trustee. The death,
declination, resignation, retirement, removal or incapacity of the Trustees, or
any of them, shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of Trust.
Section 3. Powers. Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Trustees, and they shall have
all powers necessary or convenient to carry out that responsibility including
the power to engage in securities transactions of all kinds on behalf of the
Trust. Without limiting the foregoing, the Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing for the regulation and
management of the affairs of the Trust and may amend and repeal them to the
extent that such By-Laws do not reserve that right to the Shareholders; they
may elect and remove such officers and appoint and terminate such agents as
they consider appropriate; they may appoint from their own number and terminate
one or more committees consisting of two or more Trustees which may exercise
the powers and authority of the Trustees to the extent that the Trustees
determine; they may employ one or more custodians of the assets of the Trust
and may authorize such custodians to employ sub-custodians and to deposit all
or any part of such assets in a system or systems for the central handling of
securities or with a Federal Reserve Bank, retain a transfer agent or a
shareholder servicing agent, or both, provide for the distribution of Shares by
the Trust, through one or more
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principal underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian or underwriter. In addition to the foregoing, the trustees of
the Trust who are not Interested persons of the Trust as defined in Section
2(a)(19) of the Investment Company Act of 1940 shall have the power to hire
employees and other agents and experts necessary to carry out their duties, as
determined by the trustees of the Trust who are not Interested persons of the
Trust in their discretion.
Without limiting the foregoing, the Trustees shall have power and authority:
(a) To invest and reinvest cash, and to hold cash uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, write
options with respect to or otherwise deal in any property rights relating to
any or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall
deem proper;
(d) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in its own name
or in the name of a custodian or sub-custodian or a nominee or nominees or
otherwise;
(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which
is held in the Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer; and to pay calls or
subscriptions with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of
the expenses and compensation of such committee, depositary or trustee as
the Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to
claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and any
other combinations or associations;
(j) To borrow funds or other property;
(k) To endorse or guarantee the payment of any notes or other obligations
of any person; and to make contracts of guaranty or suretyship, or otherwise
assume liability for payment of such notes or other obligations;
(l) To purchase and pay for entirely out of Trust property such insurance
as they may deem necessary or appropriate for the conduct of the business of
the Trust, including, without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, principal
underwriters or independent contractors of the Trust individually against
all claims and liabilities of every nature arising by reason of holding,
being or having held any such office or position, or by reason of any action
alleged to have been taken or omitted by any such person as Trustee,
officer, employee, agent,
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investment adviser, principal underwriter or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
person against liability; and
(m) To pay pensions as deemed appropriate by the Trustees and to adopt,
establish and carry out pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement, incentive and benefit plans,
trusts and provisions, including the purchasing of life insurance and
annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of
the Trust.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. The Trustees shall
not be required to obtain any court order to deal with any assets of the Trust
or take any other action hereunder.
Section 4. Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust, or partly
out of principal and partly out of income, as they deem fair, all expenses,
fees, charges, taxes and liabilities incurred or arising in connection with the
Trust, or in connection with the management thereof, including but not limited
to, the Trustees' compensation and such expenses and charges for the services
of the Trust's officers, employees, administrators, investment advisers or
managers, principal underwriter, auditor, counsel, custodian, transfer agent,
shareholder servicing agent, and such other agents or independent contractors,
and such other expenses and charges, as the Trustees may deem necessary or
proper to incur.
Section 5. Payment of Expenses by Shareholders. The Trustees shall have the
power, as frequently as they may determine, to cause each Shareholder, or each
Shareholder of any particular Series or class, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer, shareholder
servicing or similar agent, an amount fixed from time to time by the Trustees,
by setting off such charges due from such Shareholder from declared but unpaid
dividends owed such Shareholder and/or by reducing the number of Shares in the
account of such Shareholder by that number of full and/or fractional Shares
which represents the outstanding amount of such charges due from such
Shareholder.
Section 6. Ownership of Assets of the Trust. Title to all of the assets of
the Trust shall at all times be considered as vested in the Trustees.
Section 7. Advisory, Management and Distribution Contracts. Subject to such
requirements and restrictions as may be set forth in the By-Laws, the Trustees
may, at any time and from time to time, contract for exclusive or nonexclusive
advisory and/or management services for the Trust or for any Series or class
with any corporation, trust, association or other organization (a "Manager");
and any such contract may contain such other terms as the Trustees may
determine, including without limitation, authority for a Manager to determine
from time to time without prior consultation with the Trustees what investments
shall be purchased, held, sold or exchanged and what portion, if any, of the
assets of the Trust shall be held uninvested and to make changes in the Trust's
investments. The Trustees may also, at any time and from time to time, contract
with a Manager or any other corporation, trust, association or other
organization, appointing it exclusive or nonexclusive distributor or principal
underwriter for the Shares, every such contract to comply with such
requirements and restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms as the Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter, distributor or affiliate or agent of or for
any corporation, trust, association or other organization, or of or for any
parent or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or distributor's contract or
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transfer, shareholder servicing or other agency contract may have been or
may hereafter be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust, or that
(ii) any corporation, trust, association or other organization with which
an advisory or management contract or principal underwriter's or
distributor's contract, or transfer, shareholder servicing, custodian or
other agency contract may have been or may hereafter be made also has an
advisory or management contract, or principal underwriter's or distributor's
contract or transfer, shareholder servicing, custodian or other agency
contract with one or more other corporations, trusts, associations or other
organizations, or has other business or interests
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Article IV, Section 1, (ii)
with respect to any amendment of this Declaration of Trust to the extent and as
provided in Article VIII, Section 8, (iii) to the extent provided in Article
III, Section 9 as to whether or not a court action, proceeding or claim should
or should not be brought or maintained derivatively or as a class action on
behalf of the Trust or the Shareholders, (iv) with respect to the termination
of the Trust or any Series or class to the extent and as provided in Article
VIII, Section 4, (v) to remove Trustees from office to the extent and as
provided in Article V, Section 6 and (vi) with respect to such additional
matters relating to the Trust as may be required by this Declaration of Trust,
the By-Laws or any registration of the Trust with the Commission (or any
successor agency) or any state, or as the Trustees may consider necessary or
desirable. The number of votes that each whole or fractional Share shall be
entitled to vote as to any matter on which it is entitled to vote shall be as
specified in the By-Laws. There shall be no cumulative voting in the election
of Trustees. Shares may be voted in person or by proxy. A proxy with respect to
Shares held in the name of two or more persons shall be valid if executed by
any one of them unless at or prior to exercise of the proxy the Trust receives
a specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. At any time when no Shares of a Series
or class are outstanding the Trustees may exercise all rights of Shareholders
of that Series or class with respect to matters affecting that Series or class
and may with respect to that Series or class take any action required by law,
this Declaration of Trust or the By-Laws to be taken by the Shareholders
thereof.
Section 2. Voting Power and Meetings. Meetings of the Shareholders may be
called by the Trustees for the purpose of electing Trustees as provided in
Article IV, Section 1 and for such other purposes as may be prescribed by law,
by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders
may also be called by the Trustees from time to time for the purpose of taking
action upon any other matter deemed by the Trustees to be necessary or
desirable. A meeting of Shareholders may be held at any place within or outside
the Commonwealth of Massachusetts designated by the Trustees. Notice of any
meeting of Shareholders, stating the time and place of the meeting, shall be
given or caused to be given by the Trustees to each Shareholder by mailing such
notice, postage prepaid, at least seven days before such meeting, at the
Shareholder's address as it appears on the records of the Trust, or by
facsimile or other electronic transmission, at least seven days before such
meeting, to the telephone or facsimile number or e-mail or other electronic
address most recently furnished to the Trust (or its agent) by the Shareholder.
Whenever notice of a meeting is required to be given to a Shareholder under
this Declaration of Trust or the By-Laws, a written waiver thereof, executed
before or after the meeting by such Shareholder or his attorney thereunto
authorized and filed with the records of the meeting, shall be deemed
equivalent to such notice.
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Section 3. Quorum and Required Vote. Except when a larger quorum is
required by law, by the By-Laws or by this Declaration of Trust, 30% of the
Shares entitled to vote shall constitute a quorum at a Shareholders' meeting.
When any one or more Series or classes is to vote as a single class separate
from any other Shares which are to vote on the same matters as a separate class
or classes, 30% of the Shares of each such class entitled to vote shall
constitute a quorum at a Shareholders' meeting of that class. Any meeting of
Shareholders may be adjourned from time to time by a majority of the votes
properly cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned within a reasonable time after the date set
for the original meeting without further notice. When a quorum is present at
any meeting, a majority of the Shares voted shall decide any questions and a
plurality shall elect a Trustee, except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws or by law. If any
question on which the Shareholders are entitled to vote would adversely affect
the rights of any Series or class of Shares, the vote of a majority (or such
larger vote as is required as aforesaid) of the Shares of such Series or class
which are entitled to vote, voting separately, shall also be required to decide
such question.
Section 4. Action by Written Consent. Any action taken by Shareholders may
be taken without a meeting if Shareholders holding a majority of the Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or by the
By-Laws or by law) and holding a majority (or such larger proportion as
aforesaid) of the Shares of any Series or class entitled to vote separately on
the matter consent to the action in writing and such written consents are filed
with the records of the meetings of Shareholders. Such consent shall be treated
for all purposes as a vote taken at a meeting of Shareholders.
Section 5. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
Section 6. Removal of Trustees. No natural person shall serve as Trustee
after the holders of record of not less than two-thirds of the outstanding
Shares have declared that such Trustee be removed from that office either by
declaration in writing filed with the Trust's custodian or by votes cast in
person or by proxy at a meeting called for the purpose. The Trustees shall call
a meeting of Shareholders for the purpose of voting upon the question of
removal of any Trustee to the extent required by the 1940 Act.
ARTICLE VI
NET INCOME, DISTRIBUTIONS, AND REDEMPTIONS AND REPURCHASES
Section 1. Distributions of Net Income. The Trustees may each year, or more
frequently if they so determine, distribute to the Shareholders of each Series
out of the assets of such Series such amounts as the Trustees may determine.
Except as otherwise permitted by Section 6 of Article III in the case of
Multi-Class Series, all dividends and distributions on Shares of a particular
Series shall be distributed pro rata to the holders of that Series in
proportion to the number of Shares of that Series held by such holders and
recorded on the books of the Trust at the date and time of record established
for the payment of such dividend or distributions.
The manner of determining net income, income, asset values, capital gains,
expenses, liabilities and reserves of any Series or class may from time to time
be altered as necessary or desirable in the judgment of the Trustees to conform
such manner of determination to any other method prescribed or permitted by
applicable law. Net income shall be determined by the Trustees or by such
person as they may authorize at the times and in the manner provided in the
By-Laws. Determinations of net income of any Series or class and determinations
of income, asset value, capital gains, expenses and liabilities made by the
Trustees, or by such person as they may authorize, in good faith, shall be
binding on all parties concerned. The foregoing sentence shall not be construed
to protect any Trustee, officer or agent of the Trust against any liability to
the Trust or its security holders to which he or she would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
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If, for any reason, the net income of any Series or class determined at any
time is a negative amount, the pro rata share of such negative amount allocable
to each Shareholder of such Series or class shall constitute a liability of
such Shareholder to that Series or class which shall be paid out of such
Shareholder's account at such times and in such manner as the Trustees may from
time to time determine (x) out of the accrued dividend account of such
Shareholder, (y) by reducing the number of Shares of that Series or class in
the account of such Shareholder or (z) otherwise.
Section 2. Redemptions and Repurchases. The Trust shall purchase such
Shares as are offered by any Shareholder for redemption, upon the presentation
of a proper instrument of transfer together with a request directed to the
Trust or a person designated by the Trust that the Trust purchase such Shares
or in accordance with such other procedures for redemption as the Trustees may
from time to time authorize; and the Trust will pay therefor the net asset
value thereof, as determined in accordance with the By-Laws, next determined.
Payment for said Shares shall be made by the Trust to the Shareholder within
seven days after the date on which the request is made. The obligation set
forth in this Section 2 is subject to the provision that in the event that any
time the New York Stock Exchange is closed for other than weekends or holidays,
or if permitted by the rules of the Commission during periods when trading on
the New York Stock Exchange is restricted or during any emergency which makes
it impracticable for the Trust to dispose of the investments of the applicable
Series or to determine fairly the value of the net assets belonging to such
Series or attributable to any class thereof or during any other period
permitted by order of the Commission for the protection of investors, such
obligations may be suspended or postponed by the Trustees. The Trust may also
purchase or repurchase Shares at a price not exceeding the net asset value of
such Shares in effect when the purchase or repurchase or any contract to
purchase or repurchase is made.
The redemption price may in any case or cases be paid wholly or partly in
kind if the Trustees determine that such payment is advisable in the interest
of the remaining Shareholders of the Series the Shares of which are being
redeemed. The fair value, selection and quantity of any securities or other
property so paid or delivered as all or part of the redemption price may be
determined by or under authority of the Trustees. In no case shall the Trust be
liable for any delay of any corporation or other person in transferring
securities selected for delivery as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The Trust shall have the
right at its option and at any time to redeem Shares of any Shareholder at the
net asset value thereof: (i) if at such time such Shareholder owns Shares of
any Series or class having an aggregate net asset value of less than an amount
determined from time to time by the Trustees; (ii) to the extent that such
Shareholder owns Shares equal to or in excess of a percentage determined from
time to time by the Trustees of the outstanding Shares of the Trust or of any
Series or class; (iii) if the Trustees determine that such Shareholder is
engaging in conduct that is harmful to the Trust or any Series or class; or
(iv) if the Trustees otherwise determine such redemption to be necessary or
appropriate.
ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or
other services and payment for the same by the Trust.
Section 2. Limitation of Liability. No Trustee, officer, employee or agent
of the Trust shall be subject to any liability whatsoever to any person in
connection with Trust property or the affairs of the Trust, and no Trustee
shall be responsible or liable in any event for any neglect or wrong-doing of
any officer, agent, employee, Manager or principal underwriter of the Trust or
for the act or omission of any other Trustee. For the
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sake of clarification and without limiting the foregoing, the appointment,
designation or identification of a Trustee as the chairman of the Board, the
lead or assistant lead independent Trustee, a member or chairman of a committee
of the Board, an expert on any topic or in any area (including an audit
committee financial expert) or as having any other special appointment,
designation or identification shall not (a) impose on that person any duty,
obligation or liability that is greater than the duties, obligations and
liabilities imposed on that person as a Trustee in the absence of the
appointment, designation or identification or (b) affect in any way such
Trustee's rights or entitlement to indemnification, and no Trustee who has
special skills or expertise, or is appointed, designated or identified as
aforesaid, shall (x) be held to a higher standard of care by virtue thereof or
(y) be limited with respect to any indemnification to which such Trustee would
otherwise be entitled. Nothing in this Declaration of Trust, including without
limitation anything in this Article VII, Section 2, shall protect any Trustee,
officer, employee or agent of the Trust against any liabilities to the Trust or
its Shareholders to which he, she or it would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his, her or its office or position with or on
behalf of the Trust.
Every note, bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
ARTICLE VIII
MISCELLANEOUS
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice. All
persons extending credit to, contracting with or having any claim against the
Trust or any Series or class shall look only to the assets of the Trust, or, to
the extent that the liability of the Trust may have been expressly limited by
contract to the assets of a particular Series or attributable to a particular
class, only to the assets belonging to the relevant Series or attributable to
the relevant class, for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally
liable therefor. Nothing in this Declaration of Trust shall protect any Trustee
against any liability to which such Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made or
issued on behalf of the Trust by the Trustees, by any officer or officers or
otherwise shall give notice that this Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts and shall recite that the same
was executed or made by or on behalf of the Trust or by them as Trustee or
Trustees or as officer or officers or otherwise and not individually and that
the obligations of such instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property of
the Trust or upon the assets belonging to the Series or attributable to the
class for the benefit of which the Trustees have caused the note, bond,
contract, instrument, certificate or undertaking to be made or issued, and may
contain such further recital as he or she or they may deem appropriate, but the
omission of any such recital shall not operate to bind any Trustee or Trustees
or officer or officers or Shareholders or any other person individually.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall be liable for his or
her own willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes of fact or
law. The Trustees may take advice of counsel or other experts with respect to
the meaning and operation of this Declaration of Trust, and shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. The Trustees shall not be required to give any bond as
such, nor any surety if a bond is required.
B-12
Section 3. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
Section 4. Termination of Trust, Series or Class. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by vote of at least 66 2/3% of the Shares of each
Series entitled to vote and voting separately by Series, or by the Trustees by
written notice to the Shareholders. Any Series or class may be terminated at
any time by vote of at least 66 2/3% of the Shares of that Series or class, or
by the Trustees by written notice to the Shareholders of that Series or class.
Nothing in this Declaration of Trust or the By-Laws shall restrict the power of
the Trustees to terminate any Series or class of Shares by written notice to
the Shareholders of such Series, whether or not such Shareholders have voted
(or are proposed to vote) with respect to a merger, reorganization, sale of
assets or similar transaction involving such Series or class of Shares.
Upon termination of the Trust (or any Series or class, as the case may be),
after paying or otherwise providing for all charges, taxes, expenses and
liabilities belonging, severally, to each Series (or the applicable Series or
attributable to the particular class, as the case may be), whether due or
accrued or anticipated as may be determined by the Trustees, the Trust shall,
in accordance with such procedures as the Trustees consider appropriate, reduce
the remaining assets belonging, severally, to each Series (or the applicable
Series or attributable to the particular class, as the case may be), to
distributable form in cash or shares or other securities, or any combination
thereof, and distribute the proceeds belonging to each Series (or the
applicable Series or attributable to the particular class, as the case may be),
to the Shareholders of that Series (or class, as the case may be), as a Series
(or class, as the case may be), ratably according to the number of Shares of
that Series (or class, as the case may be) held by the several Shareholders on
the date of termination.
Section 5. Reorganizations. The Trust, or any one or more Series of the
Trust, may, either as the successor, survivor or non-survivor, (1) consolidate
or merge with one or more other trusts, series, sub-trusts, partnerships,
limited liability companies, associations or corporations organized under the
laws of the Commonwealth of Massachusetts or any jurisdiction, to form a
consolidated or merged trust, series, sub-trust, partnership, limited liability
company, association or corporation under the laws of any jurisdiction under
the laws of which any one of the constituent entities is organized or (2)
transfer all or a substantial portion of its assets to one or more other
trusts, series, sub-trusts, partnerships, limited liability companies,
associations or corporations organized under the laws of the Commonwealth of
Massachusetts or any other jurisdiction, or have one or more such trusts,
series, sub-trusts, partnerships, limited liability companies, associations or
corporations transfer all or a substantial portion of its assets to it, any
such consolidation, merger or transfer to be upon such terms and conditions as
are specified in an agreement and plan of reorganization authorized and
approved by the Trustees and entered into by the Trust, or one or more Series,
as the case may be, in connection therewith. Unless otherwise required by
applicable law, any such consolidation, merger or transfer may be authorized by
vote of a majority of the Trustees then in office without the approval of
Shareholders of the Trust or relevant Series.
Section 6. Filing of Copies, Reference, Headings. The original or a copy of
this instrument and of each amendment hereto shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this instrument
and of each amendment hereto shall be filed by the Trust with the Secretary of
the Commonwealth of Massachusetts and with any other governmental office where
such filing may from time to time be required. Anyone dealing with the Trust
may rely on a certificate by an officer of the Trust as to whether or not any
such amendments have been made and as to any matters in connection with the
Trust hereunder; and, with the same effect as if it were the original, may rely
on a copy certified by an officer of the Trust to be a copy of this instrument
or of any such amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or affected
by any such amendments. Headings are placed herein for convenience of reference
only and shall not be taken as a part hereof or to control or affect the
meaning, construction or effect of this instrument. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.
13
Section 7. Applicable Law. This Declaration of Trust is made in the
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth. The
Trust shall be of the type commonly called a Massachusetts business trust, and,
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a trust.
Section 8. Amendments. Except as specifically provided herein, the Trustees
may without shareholder vote amend or otherwise supplement this Declaration of
Trust by making an amendment, a Declaration of Trust supplemental hereto or an
amended and restated Declaration of Trust. Shareholders shall have the right to
vote (a) on any amendment that would affect their right to vote granted in
Section 1 of Article V; (b) on any amendment to this Section 8; (c) on any
amendment as may be required by law or by the Trust's registration statement
filed with the Commission; and (d) on any amendment submitted to them by the
Trustees. Any required or permitted to be submitted to Shareholders of one or
more Series or classes that, as the Trustees determine, shall affect the
Shareholders of one or more Series or classes shall be authorized by a vote of
the Shareholders of each Series or class affected and no vote of shareholders
of a Series or Class not affected shall be required.
Section 9. Addresses. The address of the Trust is 399 Boylston Street,
Boston, Massachusetts 02116. The address of each of the Trustees is 399
Boylston Street, Boston, Massachusetts 02116.
[Remainder of page intentionally left blank.]
B-14
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the day first above written.
---------------------------------- ---------------------------------
Graham T. Allison, Jr. Richard Darman
---------------------------------- ---------------------------------
Edward A. Benjamin John T. Hailer
---------------------------------- ---------------------------------
Robert J. Blanding Sandra O. Moose
---------------------------------- ---------------------------------
Daniel M. Cain John A. Shane
---------------------------------- ---------------------------------
Paul G. Chenault Kenneth Cowan
---------------------------------- ---------------------------------
[Trustee] [Trustee]
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, , 2005
Then personally appeared each of the above named persons and acknowledged
the foregoing instrument to be his free act and deed, before me.
------------------------------
Notary Public
My Commission Expires:
B-15
Appendix C
For each class of the Fund's shares entitled to vote at the Meeting, the
number of shares outstanding as of March 8, 2005 was as follows:
- ----------------------------------------------------------------------------------------------
Class A Class B Class C Class Y
- ----------------------------------------------------------------------------------------------
CDC Nvest Funds Trust I
- ----------------------------------------------------------------------------------------------
CDC Nvest Star Advisers Fund 20,695,550.86 12,516,880.91 3,274,420.66 1,152,024.58
- ----------------------------------------------------------------------------------------------
CDC Nvest Star Value Fund 11,630,870.01 3,266,063.68 377,500.91 N/A
- ----------------------------------------------------------------------------------------------
CGM Advisor Targeted Equity Fund 74,343,445.61 6,657,864.05 364,116.20 991,127.42
- ----------------------------------------------------------------------------------------------
Hansberger International Fund 4,355,514.67 2,662,206.66 1,081,592.76 N/A
- ----------------------------------------------------------------------------------------------
Loomis Sayles Core Plus Bond Fund 9,609,578.22 12,365,205.03 520,279.39 937,273.51
- ----------------------------------------------------------------------------------------------
Vaughan Nelson Small Cap Value Fund 2,855,772.55 3,330,339.42 858,388.59 N/A
- ----------------------------------------------------------------------------------------------
Westpeak Capital Growth Fund 4,880,657.34 1,233,634.17 99,513.75 N/A
- ----------------------------------------------------------------------------------------------
CDC Nvest Funds Trust II
- ----------------------------------------------------------------------------------------------
Harris Associates Large Cap Value Fund 16,344,059.46 6,089,941.84 2,044,018.07 1,261,630.29
- ----------------------------------------------------------------------------------------------
Loomis Sayles Massachusetts Tax Free
Income Fund 4,717,964.53 247,376.77 N/A N/A
- ----------------------------------------------------------------------------------------------
CDC Nvest Funds Trust III
- ----------------------------------------------------------------------------------------------
CDC IXIS Moderate Diversified
Portfolio 3,874,068.06 N/A 6,176,473.01 N/A
- ----------------------------------------------------------------------------------------------
Harris Associates Focused Value Fund 7,972,706.71 8,474,322.00 10,967,761.74 N/A
- ----------------------------------------------------------------------------------------------
IXIS Equity Diversified Portfolio 371,015.81 N/A 293,984.65 N/A
- ----------------------------------------------------------------------------------------------
CDC Nvest Cash Management Trust
- ----------------------------------------------------------------------------------------------
CDC Nvest Cash Management Trust--
Money Market Series 301,979,774.43 22,649,246.19 1,919,095.33 N/A
- ----------------------------------------------------------------------------------------------
CDC Nvest Companies Trust I
- ----------------------------------------------------------------------------------------------
AEW Real Estate Fund 3,575,254.21 833,626.67 837,018.20 598,562.90
- ----------------------------------------------------------------------------------------------
C-1
- ----------------------------------------------------------------------------------------------------
Institutional Class Retail Class Admin Class
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Funds I
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Benchmark Core Bond Fund 1,304,760.16 26,663.66 N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Bond Fund 209,933,303.37 29,931,469.13 3,245,471.25
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Fixed Income Fund 27,654,339.20 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Global Bond Fund 28,532,755.81 40,639,402.81 N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles High Income Opportunities Fund 890,904.443 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Inflation Protected Securities Fund 936,294.26 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Institutional High Income Fund 12,866,900.07 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Intermediate Duration Fixed Income Fund 3,640,313.11 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Investment Grade Fixed Income Fund 14,042,293.26 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Mid Cap Growth Fund 1,270,855.72 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Small Company Growth Fund 1,288,004.94 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Value Fund 14,711,287.95 8,283,307.90 2,672,305.68
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Funds II
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Aggressive Growth Fund 1,609,252.73 1,600,557.38 N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Small Cap Growth Fund 1,550,574.03 468,436.46 N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Tax-Managed Equity Fund 818,373.11 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Value Fund 2,036,646.14 N/A N/A
- ----------------------------------------------------------------------------------------------------
Loomis Sayles Worldwide Fund 1,843,438.49 N/A N/A
- ----------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Class A Class B Class C Class Y Class J
- --------------------------------------------------------------------------------------------
Loomis Sayles Funds II
- --------------------------------------------------------------------------------------------
Loomis Sayles
Growth Fund 7,624,759.16 7,154,154.41 3,119,269.61 9,827,663.59 N/A
- --------------------------------------------------------------------------------------------
Loomis Sayles High
Income Fund 4,977,094.25 3,254,828.61 580,517.96 N/A N/A
- --------------------------------------------------------------------------------------------
Loomis Sayles Investment
Grade Bond Fund 2,135,903.37 228,819.73 1,281,715.84 27,604,350.00 1,300,304.97
- --------------------------------------------------------------------------------------------
Loomis Sayles Limited
Term Government and
Agency Fund 9,108,448.83 763,663.79 546,893.53 44,101.42 N/A
- --------------------------------------------------------------------------------------------
Loomis Sayles Municipal
Income Fund 4,717,964.53 247,376.77 N/A N/A N/A
- --------------------------------------------------------------------------------------------
Loomis Sayles
Research Fund 20,820.99 17,640.35 4,215.52 2,756,757.02 N/A
- --------------------------------------------------------------------------------------------
Loomis Sayles Strategic
Income Fund 40,363,286.78 9,749,982.76 32,628,049.61 1,862,735.75 N/A
- --------------------------------------------------------------------------------------------
C-2
As of March 8, 2005, the following persons owned of record or beneficially
5% of more of the noted class of shares of the noted Fund*:
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
CDC NVEST FUNDS TRUST I
CDC Nvest Star Advisers Fund
Class C
MLPF&S FOR THE SOLE 377,344.944 11.51%
BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA7
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class Y
NEW ENGLAND MUTUAL LIFE INS CO 721,770.410 62.65%
SEPARATE INVESTMENT ACCOUNTING
ATTN LARRY HOISINGTON
501 BOYLSTON STREET--6TH FLOOR
BOSTON MA 02116-3769
NEW ENGLAND LIFE INSURANCE CO 322,688.517 28.01%
ATTN KATRINA ROSENBAUGH
STATE STREET--KANSAS CITY
801 PENNSYLVANIA AVE
KANSAS CITY MO 64105-1307
METLIFE INSURANCE COMPANY 102,711.538 8.92%
ATTN ADRIENNE LAVIS
2 MONTGOMERY ST FL 3
JERSEY CITY NJ 07302-3899
CDC Nvest Star Value Fund
Class C
MLPF&S FOR THE SOLE BENEFIT 96,124.222 25.46%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA6
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
CGM Advisor Targeted Equity Fund
Class C
CITIGROUP GLOBAL MARKETS INC. 52,566.000 14.44%
333 WEST 34TH STREET--3RD FLOOR
NEW YORK NY 10001-2402
MLPF&S FOR THE SOLE BENEFIT 38,654.170 10.62%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UR8
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
C-3
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Class Y
CHARLES SCHWAB & CO INC 966,406.153 97.51%
SPECIAL CUSTODY ACCOUNT FOR BNFT
CUST
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
Hansberger International Fund
Class C
MLPF&S FOR THE SOLE BENEFIT 196,106.885 18.14%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA8
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Loomis Core Plus Bond Fund
Class A
MLPF&S FOR THE SOLE BENEFIT 668,529.810 6.96%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#98484
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class B
MLPF&S FOR THE SOLE BENEFIT 8,312,368.871 67.20%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97CJ0
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class C
MLPF&S FOR THE SOLE BENEFIT 123,539.535 23.74%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UD1
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
CITIGROUP GLOBAL MARKETS INC 32,720.211 6.29%
0013890D584
333 WEST 34TH STREET--3RD FLOOR
NEW YORK NY 10001-2402
Class Y
METLIFE INSURANCE COMPANY 440,533.393 47.00%
ATTN ADRIENNE LAVIS
2 MONTGOMERY ST FL 3
JERSEY CITY NJ 07302-3899
C-4
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Vaughan Nelson Small Cap Value Fund
Class C
MLPF&S FOR THE SOLE BENEFIT 229,479.751 26.69%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA9
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Westpeak Capital Growth Fund
Class A
DEFERRED COMPENSATION PLAN 516,300.961 10.58%
FOR GENERAL AGENTS OF NEW
ENGLAND FIN
MET LIFE SECURITIES ACCTNG
ATTN: JAY LANGONE
4100 BOYSCOUT AVE
TAMPA FL 33607-5740
Class C
MLPF&S FOR THE SOLE BENEFIT 7,746.760 7.78%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA4
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
MCB TRUST SERVICES CUST 7,375.391 7.41%
FBO MAINSTREET CLINIC 401K
700 17TH ST STE 300
DENVER CO 80202-3531
J B L L EDUCATION TRUST DTD 12-18-98 6,788.338 6.82%
HEIDI E LANE TRUSTEE
9 MIDDLE RD
ESSEX MA 01929-1021
CDC NVEST FUNDS TRUST II
Harris Associates Large Cap Value Fund
Class B
MLPF&S FOR THE SOLE BENEFIT 368,068.660 6.05%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97CJ5
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class C
MLPF&S FOR THE SOLE BENEFIT 1,110,788.754 54.44%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA2
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
C-5
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Class Y
T ROWE PRICE TRUST CO 286,450.681 22.70%
FBO RETIREMENT PLAN CLIENTS
PO BOX 17215
BALTIMORE MD 21297-1215
Loomis Sayles Massachusetts Tax Free Income Fund
Class B
FIRST CLEARING, LLC 18,496.215 7.48%
A/C 7210-0620
BARBARA W RUBIN TTEE
BARBARA W RUBIN LIVING TRUST
24 PEARL ST E
BRIDGEWATER MA 02333-1742
CDC NVEST FUNDS TRUST III
Harris Focused Value Fund
Class A
MLPF&S FOR THE SOLE BENEFIT 2,722,785.809 34.14%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97GM8
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class B
MLPF&S FOR THE SOLE BENEFIT 2,333,366.275 27.53%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97GM8
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class C
MLPF&S FOR THE SOLE BENEFIT 4,572,103.620 41.68%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97GM8
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
CDC NVEST CASH MANAGEMENT TRUST
Money Market Series
Class A
MET LIFE ADVISORS LLC 17,401,454.930 5.76%
501 BOYLSTON STREET
BOSTON MA 02116-3769
C-6
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
CDC NVEST COMPANIES TRUST I
AEW Real Estate Fund
Class A
FIRST CLEARING LLC 202,784.975 5.68%
A/C 3248-4120
COMMUNITY FIRST TRUST CO
135 SECTION LINE RD 3RD FLOOR C 1
HOT SPRINGS AR 71913-6431
Class B
MLPF&S FOR THE SOLE BENEFIT 87,694.582 10.51%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML# 4800
DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Class C
MLPF&S FOR THE SOLE BENEFIT 258,822.149 30.95%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML# 4800
DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Class Y
ATWELL & CO 052 204,783.529 34.21%
P O BOX 2044
PECK SLIP STATION NEW YORK NY 10038
STATE STREET BANK CUST 189,718.202 31.70%
FULTON COUNTY SCHOOL EMPLOYEES
PENSION FUND
805 PENNSYLVANIA AVE FL 5
KANSAS CITY MO 64105-1307
CHARLES SCHWAB & CO INC 157,444.535 26.30%
SPECIAL CUSTODY ACCOUNT FOR BNFT
CUST
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
ATWELL & CO 050 30,500.876 5.10%
P O BOX 456
WALL STREET STATION NY 10005
C-7
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
LOOMIS SAYLES FUNDS I
Loomis Benchmark Core Bond Fund
Institutional Class
FISERV SECURITIES, INC. 366,395.902 28.08%
ATTN: MUTUAL FUNDS
ONE COMMERCE SQUARE
2005 MARKET STREET SUITE 1200
PHILADELPHIA PA 19103-7084
CHARLES SCHWAB & CO INC 250,685.655 19.21%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
ASBESTOS WORKERS LOCAL #84 204,465.051 15.67%
PENSION PLAN
ATTN LEE Q BARNES ADMINISTRATOR
36 EAST WARNER ROAD
AKRON OH 44319-1864
FOX AND CO 169,296.943 12.98%
PO BOX 976
NEW YORK NY 10268-0976
SOUTHEASTERN MICHIGAN CHAPTER 167,335.967 12.83%
NECA
ATTN DANIEL T TRIPP EXEC DIR
PO BOX 385
SOUTHFIELD MI 48037-0385
Retail Class
C DONALD IRWIN & CAROLYN M IRWIN 7,742.8075 29.04%
JT TEN
PO BOX 2002
BORREGO SPGS CA 92004-2002
SHEILA JOHNSON & WILLIAM H JOHNSON 5,150.074 19.31%
JT WROS
20 CEDAR LAKE DR
BUTTE MT 59701-4338
BERNARD L ONEILL 2,633.044 9.88%
GERTRUDE A ONEILL JT WROS
PO BOX 10431
AUSTIN TX 78766-1431
ELMO SUAZO 2,610.037 9.79%
1940 SUSSEX LN
COLORADO SPGS CO 80909-1438
ANA MARIA ARREGUIN 2,081.966 7.81%
JAIME R ARREGUIN-AVILA JT TEN
3301 CHESTNUT ST NW
WASHINGTON DC 20015-1413
C-8
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
E TRADE CLEARING LLC 674-69898-10 1,489.573 5.59%
PO BOX 989030
W SACRAMENTO CA 95798-9030
Loomis Bond Fund
Admin Class
MERRILL LYNCH PIERCE FENNER & 815,682.968 25.13%
SMITH INC
FOR THE SOLE BEN OF ITS CUSTOMERS
ATT SERVICE TEAM
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
SMITH BARNEY CORP TRUST CO TTEE 370,344.796 11.41%
SMITH BARNEY 401K ADVISOR GRP
TRUST
DTD 1/1/98 ATTN JOHN LOMBARDO
TWO TOWER CENTER
PO BOX 1063
E BRUNSWICK NJ 08816-1063
NATIONWIDE TRUST CO FSB 342,513.599 10.55%
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
NEW YORK LIFE TRUST COMPANY 192,937.908 5.94%
CLIENT ACCOUNT
169 LACKAWANNA AVE
PARSIPPANY NJ 07054-1007
Institutional Class
CHARLES SCHWAB & CO INC 94,706,405.630 45.19%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
NATIONAL FINANCIAL SEVICES CORP 27,100,062.528 12.93%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
MERRILL LYNCH PIERCE 19,815,041.314 9.45%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
C-9
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Retail Class
NATIONAL FINANCIAL SEVICES CORP 8,024,795.263 26.86%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
IMS &CO 661,394.930 5.56%
P O BOX 3865
ENGLEWOOD CO 80155-3865
Loomis Sayles Fixed Income Fund
Institutional Class
MARSH & MCLENNAN COMPANIES INC 7,458,319.043 26.97%
MARSH & MCLENNAN DEFINED BENEFIT
PLAN
1166 AVE OF THE AMERICAS
NEW YORK NY 10036
WAKE FOREST UNIVERSITY 2,617,462.035 9.46%
REYNOLDS HALL ROOM 203
PO BOX 7354
1834 WAKE FOREST ROAD
THE NORTHERN TRUST TTEE 2,603,135.365 9.41%
FBO CENTERPOINT ENERGY EMPLOYEES
SAVINGS PLAN-DV
PO BOX 92994
CHICAGO IL 60675-2994
MASSACHUSETTS WATER RESOURCES 2,318,041.248 8.38%
AUTHORITY RETIREMENT SYSTEM
ATTN: BRIAN M LEAHY
100 FIRST AVE
CHARLESTOWN NAVY YARD
BOSTON MA 02129-2043
USC EDUCATIONAL FOUNDATION 2,281,574.706 8.25%
1600 HAMPTON ST STE 814
COLUMBIA SC 29201
SOMERVILLE RETIREMENT SYSTEM 2,280,388.035 8.25%
ATTN: JOHN ROURKE CHAIRMAN
50 EVERGREEN AVE
CITY HALL ANNEX
SOMERVILLE MA 02145-2819
STONEHILL COLLEGE INC 1,394,703.460 5.04%
320 WASHINGTON ST
EASTON MA 02357-0001
C-10
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Loomis Sayles Global Bond Fund
Institutional Class
CHARLES SCHWAB & CO INC 11,629,700.712 40.76%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
NATIONAL FINANCIAL SEVICES CORP 2,115,102.611 7.41%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
JONES DAY 401K PLAN 1,922,348.605 6.74%
NATIONAL CITY BANK TTEE
TRUST MUTUAL FUNDS
PO BOX 94984
CLEVELAND OH 44101-4984
Retail Class
CHARLES SCHWAB & CO INC 19,514,151.716 48.06%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
NATIONAL FINANCIAL SEVICES CORP 8,254,796.866 20.33%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
Loomis Sayles High Income Opportunities Fund
Institutional Class
US BANK CUSTODIAN 622,291.40 69.85%
FBO NORTHERN MINNESOTA WISCONSIN
AREA RETAIL CLERK
MS EP-MN-WS 4E
60 LIVINGSTON AVE
ST. PAUL, MN 55107
SMITH BARNEY CORPORATE TRUST 268,613.04 30.15%
COMPANY CUSTODIAN
FBO SHEET METAL WORKERS INTL
824 N. MARKET ST STE 210
WILMINGTON, DE 19801
C-11
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Loomis Sayles Inflation Protected Securities Fund
Institutional Class
CHARLES SCHWAB & CO INC 242,314.798 25.88%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
LOOMIS SAYLES DISTRIBUTORS LP 226,365.138 24.18%
ATTN ESTELLE GEVERS
1 FINANCIAL CTR
BOSTON MA 02111-2621
MERRILL LYNCH PIERCE 83,452.760 8.91%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
NATIONAL FINANCIAL SEVICES CORP 78,441.570 8.38%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
Loomis Sayles Institutional High Income Fund
Institutional Class
WENDEL & CO A/C # 415307 1,387,814.534 10.79%
C/O THE BANK OF NEW YORK
MUTUAL FUND DEPT/REORG-6 FLOOR
PO BOX 1066 WALL ST STATION
NEW YORK NY 10286-0001
MEADOWS SECURITIES COMPANY 1,297,797.575 10.09%
AS NOMINEE
80 E MARKET ST STE 300
CORNING NY 14830-2722
DANIEL J FUSS 1,258,780.600 9.78%
44 LONGFELLOW RD
WELLESLEY MA 02481-5221
BROOKLINE CONTRIBUTORY 1,157,723.847 9.00%
RETIREMENT SYSTEM
333 WASHINGTON ST
BROOKLINE MA 02445-6853
C-12
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
AMVESCAP NATIONAL TRUST CO AS 1,144,928.775 8.90%
AGENT FOR FLEET NAT'L BANK FBO
LOOMIS SAYLES & CO DEFERRAL
PROGRAM
400 COLONY SQUARE STE 2200
1201 PEACHTREE ST NE
ATLANTA GA 30361-6302
WORCESTER POLYTECHNIC INSTITUTE 1,084,068.699 8.43%
ATTN: SYLVIA CUCINOTTA
ASSOCIATE TREASURER
100 INSTITUTE RD
WORCESTER MA 01609-2280
CHARLES SCHWAB & CO INC 1,066,463.676 8.29%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
ROSEMARY B FUSS 860,294.808 6.69%
44 LONGFELLOW RD
WELLESLEY MA 02481-5221
Loomis Sayles Intermediate Duration Fixed Income Fund
Institutional Class
TRUSTEES OF CLARK UNIVERSITY 949,723.253 25.31%
ATTN: JAMES COLLINS
950 MAIN ST
WORCESTER MA 01610-1477
WELLS FARGO BANK NA FBO 928,354.997 24.74%
SYNTEGRA RETIREMENT PLAN-LOOMIS
12762405
P.O. Box 1533
MINNEAPOLIS MN 55480-1533
YOUNGSTOWN AREA JEWISH 642,540.148 17.12%
FEDERATION
ATTN: DEBBIE GRINSTEIN
505 GYPSY LN
YOUNGSTOWN OH 44504-1314
CURRY COLLEGE 520,594.113 13.87%
1071 BLUE HILL AVE
MILTON MA 02186-2395
PLUMBERS & PIPEFITTERS LOCAL 138 368,686.094 9.82%
PENSION FUND
40 POPLAR ST
DANVERS MA 01923-2249
C-13
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Loomis Sayles Investment Grade Fixed Income Fund
Institutional Class
BOST & CO A/C MAFF1683002 2,247,056.122 16.00%
MELLON BANK NA
MUTUAL FUNDS DEPARTMENT
PO BOX 3198
PITTSBURGH PA 15230-3198
BRAINTREE CONTRIBUTORY 1,821,999.801 12.98%
RETIREMENT SYSTEM
ATTN: JEANNE MARTINEAU
71 CLEVELAND AVE
BRAINTREE MA 02184-4930
TEAMSTERS LOCAL 522 1,443,291.121 10.28%
C/O WILLIAM MCGRATH
2185 LEMOINE AVE
FORT LEE NJ 07024-6036
JUPITER & CO 25,426.165 6.59%
C/O INVESTORS BANK & TRUST
PO BOX 9130 FPG90
BOSTON MA 02117-9130
BNY MIDWEST TRUST COMPANY 860,447.878 6.13%
TRUSTEE FOR AGCO CORPORATION
RETIREMENT PLAN
700 S FLOWER ST STE 200
LOS ANGELES CA 90017-4104
SEI PRIVATE TRUST CO C/O 827,370.832 5.89%
M&T BANK ID 337
FBO: 4B01069-02
ATTN: MUTUAL FUNDS ADMINISTRATOR
OME FREEDOM VALLEY DRIVE
OAKS PA 19456
STRAFE & CO 806,996.212 5.75%
FBO SGC ASSOC PEN PL MUTUAL FDS LP
A/C 6801487203
PO BOX 160
WESTERVILLE OH 43086-0160
PERSHING LLC 752,455.059 5.36%
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
NATIONAL CABLE SATELLITE CORP 714,912.979 5.09%
400 NORTH CAPITOL ST N W
SUITE 650
WASHINGTON DC 20001-1550
C-14
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Loomis Sayles Small Company Growth Fund
Institutional Class
MASSACHUSETTS WATER RESOURCES 821,206.880 63.76%
AUTHORITY RETIREMENT SYSTEM
ATTN BRIAN M LEAHY
100 1ST AVE
CHARLESTOWN NAVY YARD
BOSTON MA 02129-2043
WESTFIELD CONTRIBUTORY 466,776.489 36.24%
RETIREMENT SYSTEM
59 COURT ST
PO BOX 106
WESTFIELD MA 01086-0106
Loomis Sayles Small Cap Value Fund
Admin Class
SMITH BARNEY CORP TRUST CO TTEE 740,881.903 27.72%
THE CITISTREET RETRMNT GROUP TRUST
DTD 4/21/95 ATTN PLAN VALUATION
TWO TOWER CENTER PO BOX 1063
E BRUNSWICK NJ 08816-1063
SMITH BARNEY CORP TRUST CO TTEE 253,754.740 9.50%
SMITH BARNEY 401K ADVISOR GRP
TRUST
DTD 1/1/98 ATTN JOHN LOMBARDO
TWO TOWER CENTER PO BOX 1063
E BRUNSWICK NJ 08816-1063
NEW YORK LIFE TRUST COMPANY 155,170.306 5.81%
CLIENT ACCOUNT
169 LACKAWANNA AVE
PARSIPPANY NJ 07054-1007
MERRILL LYNCH PIERCE 136,155.918 5.10%
FENNER & SMITH INC
FOR THE SOLE BEN OF ITS CUSTOMERS
ATTN SERVICE TEAM
4800 DEER LAKE DR E 3RD FL
JACKSONVILLE FL 32246-6484
Institutional Class
CHARLES SCHWAB & CO INC 2,076,544.069 14.12%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
WELLS FARGO BANK NA FBO 896,034.544 6.09%
WPS 401K ADMIN--LOOMIS SMALL CAP
12687513
P.O. Box 1533
MINNEAPOLIS MN 55480-1533
C-15
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
CITIGROUP GLOBAL MARKETS INC. 894,956.458 6.09%
00109801250
388 GREENWICH ST
NEW YORK NY 10013-2375
WESTFIELD CONTRIBUTORY 865,810.303 5.89%
RETIREMENT SYSTEM
59 COURT STREET
PO BOX 106
WESTFIELD MA 01086-0106
Retail Class
CHARLES SCHWAB & CO INC 2,549,371.384 30.79%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
NATIONAL FINANCIAL SEVICES CORP 926,955.727 11.19%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
FIDELITY INVESTMENTS INSTITUTIONAL 803,237.211 9.70%
OPERATIONS CO INC (FIIOC) AS AGENT
FOR CERTAIN EMPLOYEE BENEFIT PLANS
100 MAGELLAN WAY # KW1C
COVINGTON KY 41015-1999
MERCER TRUST COMPANY IDX 602,887.813 7.28%
SYSTEMS CORPORATION
FBO IDX SYSTEMS CORPORATION
DCPA LEVEL 1 LOC 35
INVESTORS WAY
NORWOOD MA 02062
METLIFE RETIREMENT PLANS GROUP 574,721.840 6.94%
RELIANCE TRUST CO AS TTEE FOR DCG
2 MONTGOMERY ST
JERSEY CITY NJ 07302-3802
Loomis Sayles Mid Cap Growth Fund
Institutional Class
CITY OF CAMBRIDGE CONTRIBUTORY 1,270,844.156 100.00%
RETIREMENT SYSTEM
225 BENT ST
CAMBRIDGE MA 02141-2001
C-16
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
LOOMIS SAYLES FUNDS II
Loomis Sayles Aggressive Growth Fund
Institutional Class
CHARLES SCHWAB & CO INC 690,911.198 42.93%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
JUPITER & CO 357,845.756 22.24%
C/O INVESTORS BANK & TRUST
PO BOX 9130 FPG 90
BOSTON MA 02117-9130
BERKLEE COLLEGE OF MUSIC INC 326,583.867 20.29%
TTEE FINANCIAL AFFAIRS COMMITTEE
4/10/2000
ATTN: DAVID HORNFISCHER
1140 BOYLSTON ST
BOSTON MA 02215-3693
STATE STREET BANK & TRUST CO 81,604.859 5.07%
CUST FOR THE IRA R/O
FBO EDWARD P BLISS
PO BOX 729
38 BULLARD ST
SHERBORN MA 01770-1435
Retail Class
CHASE MANHATTAN BANK 433,954.342 27.12%
DIRECT TRUSTEE FOR METLIFE
DEFINED CONTRIBUTION GROUP
4 NEW YORK PLZ FL 2
NEW YORK NY 10004-2413
THE CHICAGO TRUST COMPANY, TTEE 269,119.948 16.82%
INDUS INDUSTRIES 401K
350 PARK AVE FL 2
NEW YORK NY 10022-6090
STATE STREET BANK & TRUST 212,917.304 13.30%
CITISTREET CORP
FBO CORE MARKET
BATTERY MARCH PARK III
QUINCY MA 02169
CHARLES SCHWAB & CO INC 195,336.815 12.21%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
C-17
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
NATIONAL FINANCIAL SEVICES CORP 134,350.500 8.39%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
RELIANCE TRUST COMPANY 133,362.903 8.33%
DIRECTED TRUSTEE FOR METLIFE
DEFINED CONTRIBUTION GROUP
3384 PEACHTREE RD NE 9TH FL
ATLANTA GA 30326-1181
Loomis Sayles Growth Fund
Class A
MERRILL LYNCH PIERCE 786,678.391 10.36%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
Class B
MERRILL LYNCH PIERCE 398,531.037 5.57%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
Class C
MERRILL LYNCH PIERCE 2,211,511.672 71.27%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484M
Class Y
CHARLES SCHWAB & CO INC 4,349,725.271 44.18%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
COMERICA BANK 992,147.436 10.08%
FBO CITY OF LIVONIA RETIREE
HEALTH & DISABILITY BENEFITS
PLAN & TRUST
A/C 02-01-100-0601715
P O BOX 75000 MC 3446
DETROIT MI 48275-0001
C-18
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
BALSA & CO DIV REINVEST 798,494.783 8.11%
14221 DALLAS PARKWAY 7-2JIP-138
DALLAS TX 75254-2942
PLUMBERS & PIPEFITTERS LOCAL 737,621.569 7.49%
138 PENSION FUND
40 POPLAR ST
DANVERS MA 01923-2249
Loomis Sayles High Income Fund
Class A
DEFERRED COMPENSATION PLAN 253,315.539 5.10%
FOR GENERAL AGENTS OF NEW
ENGLAND FIN
MET LIFE SECURITIES ACCTING
ATTN: JAY LANGANE
4100 BOYSCOUT AVE
TAMPA FL 33607-5740
Class B
MLPF&S FOR THE SOLE BENEFIT 270,851.140 8.32%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97CJ3
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class C
MLPF&S FOR THE SOLE BENEFIT 56,950.812 9.81%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA1
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Loomis Sayles Investment Grade Bond Fund
Class A
UBS FINANCIAL SERVICES INC. FBO 793,074.689 37.28%
ADVENTIST HEALTHCARE, INC
INTERMEDIATE SEGMENT ACCOUNT
1801 RESEARCH BLVD STE 400
ROCKVILLE MD 20850-3184
MERRILL LYNCH PIERCE 201,583.072 9.47%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
UBS FINANCIAL SERVICES INC. 184,026.445 8.65%
FBO SIDNEY V SMITH TTEE
U/W SMITH MARITAL TRUST #2
4718 HALLMARK DRIVE #352
HOUSTON TX 77056-3909
C-19
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Class B
MERRILL LYNCH PIERCE 50,876.491 22.29%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
UBS FINANCIAL SERVICES INC. FBO 15,244.222 6.68%
PATRICIA K. WERNER TRUSTEE
PATRICIA K. WERNER 1991 TRUST
U/A DTD 2/22/91
54 E ALTARINDA DR
ORINDA CA 94563-2416
Class C
MERRILL LYNCH PIERCE 917,538.931 72.91%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
Class Y
CHARLES SCHWAB & CO INC 307,188.694 23.62%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
ASBESTOS WORKERS LOCAL #84 226,491.436 17.42%
PENSION PLAN
ATTN LEE Q BARNES
ADMINISTRATOR
36 E WARNER RD
AKRON OH 44319-1864
JEFFREY L MEADE 121,840.465 9.37%
PHYLLIS M MEADE JT TEN
16 SAMUEL PARLIN DR
ACTON MA 01720-3207
MORGAN KEEGAN & COMPANY, INC.^ 92,700.786 7.13%
FBO LARRY J. BINGHAM, TTEE
FBO WILLIAM L. CASSELL REVOCABLE
TRUST
DTD 8/31/81
2800 COMMERCE TOWER
KANSAS CITY MO 641052007
C-20
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
-------------- ------------------------------------ ------------------- ---------------------
MICHIGAN PEER REVIEW ORGANIZATION 89,426.579 6.88%
22670 HAGGERTY RD STE 100
FARMINGTN HLS MI 48335-2631
MERRILL LYNCH PIERCE 72,428.239 5.57%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
Class J
SMBC FRIEND SECURITIES CO., LTD. 1,140,450 4.13%
7-12 NIHONBASHI-KABUTOCHO
CHUO-KU, TOKYO 103-8221 JAPAN
MARUSAN SECURITIES CO., LTD. 15,793,100 57.21%
2-5-2 NIHONBASHI
CHUO-KU, TOKYO 103-8265 JAPAN
MITSUBISHI SECURITIES CO., LTD 10,674,100 38.66%
MITSUBISHI BUILDING
5-2 MARUNOUCHI 2-CHOME
CHIYODA-KU, TOKYO 100-0005 JAPAN
Loomis Sayles Limited Term U.S. Government and Agency Fund
Class A
FIRST CLEARING LLC 1,220,929.520 13.41%
A/C 3248-4120
COMMUNITY FIRST TRUST CO
135 SECTION LINE RD
3RD FLOOR C 1
HOT SPRINGS AR 71913-6431
TREASURER COUNTY OF LAKE 517,290.936 5.68%
255 NO FORBES STREET RM 215
LAKEPORT CA 95453
Class B
MLPF&S FOR THE SOLE BENEFIT 114,039.993 14.93%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97CH9
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class C
MLPF&S FOR THE SOLE BENEFIT 112,606.614 20.59%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UA3
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
C-21
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
THE BANK OF NEW YORK AS FUNDS 54,324.732 9.93%
CUSTODIAN FOR THE CITY OF FORSYTH
GEORGIA
100 ASHFORD CTR N STE 520
ATLANTA GA 30338-4865
FIRST CLEARING LLC 27,358.896 5.00%
A/C 8243-1171
ANA B SZULMAN & MARCOS SZULMAN JT
TEN
ACCT #2
25 EASTLAND DRIVE
Class Y
NEW ENGLAND MUTUAL LIFE INS CO 37,723.575 85.54%
SEPARATE INVESTMENT ACCOUNTING
ATTN LARRY HOISINGTON
501 BOYLSTON STREET--6TH FL
BOSTON MA 02116-3769
MLPF&S FOR THE SOLE BENEFIT 4,246.945 9.63%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97RA7
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Loomis Sayles Municipal Income Fund
Class B
MLPF&S FOR THE SOLE BENEFIT 69,804.914 6.30%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97CH7
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Loomis Sayles Research Fund
Class A
FIRST CLEARING LLC 6,019.351 28.91%
A/C 2076-6912
PAUL G CHENAULT STD IRA
FCC AS CUSTODIAN
5852 PEBBLE BEACH WAY
SN LUIS OBISP CA 93401-8270
PERSHING LLC 4,154.930 19.96%
P O BOX 2052
JERSEY CITY NJ 07303-2052
WAYNE CARY PC 3,118.785 14.98%
PROFIT SHARING TRUST
6729 E PRESTON ST
MESA AZ 85215-1042
C-22
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
PERSHING LLC 2,910.798 13.98%
P O BOX 2052
JERSEY CITY NJ 07303-2052
FIRST CLEARING LLC 1,504.838 7.23%
A/C 2028-0768
BARBARA J CHENAULT STD IRA
FCC AS CUSTODIAN
5852 PEBBLE BEACH WAY
SN LUIS OBISP CA 93401-8270
Class B
MERRILL LYNCH PIERCE 6,474.703 36.70%
FENNER & SMITH INC
MERRILL LYNCH FINANCIAL DATA SVCS
ATTN: SERVICE TEAM
4800 DEER LAKE DR EAST 3RD FLR
JACKSONVILLE FL 32246-6484
NEW ENGLAND BRIDGE PRODUCTS SIRA 1,498.179 8.49%
JOHN CONTI
75 FREMONT AVE
EVERETT MA 02149-5022
PERSHING LLC 1,436.479 8.14%
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
A G EDWARDS & SONS C/F 1,043.038 5.91%
RUBIN GOLDBERG
IRA ACCOUNT
10 LOTUS ST
CEDARHURST NY 11516-2615
STATE STREET BANK & TRUST CO CUST 912.364 5.17%
IRA R/O MICHAEL D ZIMMERMAN
425 BROOK ST
FRAMINGHAM MA 01701-4331
Class C
NFSC FEBO # W32-262935 3,860.787 91.59%
NFS/FMTC IRA
FBO KATHRYN V BECK
242 176TH TERRACE DR E
REDINGTN SHOR FL 33708-1227
IXIS ASSET MANAGEMENT 354.736 8.41%
DISTRIBUTORS LP
399 BOYLSTON ST
BOSTON MA 02116-3305
C-23
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Class Y
CHARLES SCHWAB & CO INC 2,138,472.933 77.57%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
CURRY COLLEGE 303,442.159 11.01%
1071 BLUE HILL AVE
MILTON MA 02186-2395
WORKERS LOCAL 213,364.689 7.74%
#84 PENSION FUND
36 E WARNER RD
AKRON OH 44319-1864
Loomis Sayles Small Cap Growth Fund
Institutional Class
CHARLES SCHWAB & CO INC 744,605.191 48.02%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
CHURCH MUTUAL INSURANCE COMPANY 279,916.313 18.05%
3000 SCHUSTER LN
MERRILL WI 54452-3863
YMCA OF GREATER BOSTON 99,091.559 6.39%
316 HUNTINGTON AVE
BOSTON MA 02115-5019
Loomis Sayles Strategic Income Fund
Class A
MLPF&S FOR THE SOLE BENEFIT 7,994,246.598 19.90%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97GM7
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
CHARLES SCHWAB & CO INC 2,941,124.414 7.32%
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN: MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122
Class B
MLPF&S FOR THE SOLE BENEFIT 1,961,516.620 20.17%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97GM8
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
C-24
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
Class C
MLPF&S FOR THE SOLE BENEFIT 19,692,028.561 61.05%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UB1
4800 DEER LAKE DR EAST--2ND FL
JACKSONVILLE FL 32246-6484
Class Y
MLPF & S FOR THE SOLE BENEFIT 1,338,556.874 71.90%
OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION ML#97UR8
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
METLIFE INSURANCE COMPANY 139,844.434 7.51%
ATTN ADRIENNE LAVIS
2 MONTGOMERY ST FL 3
JERSEY CITY NJ 07302-3899
Loomis Sayles Tax Managed Equity Fund
Institutional Class
LOOMIS SAYLES SEED ACCOUNT 257,754.864 31.23%
ATTN: PAUL SHERBA
ONE FINANCIAL CENTER
BOSTON MA 02111-2621
NATIONAL FINANCIAL SEVICES CORP 97,433.036 11.80%
FOR EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT
5TH FL
200 LIBERTY ST
ONE WORLD FINANCIAL CENTER
NEW YORK NY 10281-1003
SOUTHERN CALIFORNIA UNIVERSITY 69,420.659 8.41%
OF HEALTH SCIENCES--MINDLIN
16200 AMBER VALLEY DR
WHITTIER CA 90604-4051
SOUTHEASTERN MICHIGAN 59,942.897 7.26%
CHAPTER NECA
25180 LASHER RD
PO POX 385
SOUTHFIELD MI 48034-5866
Loomis Sayles Value Fund
Institutional Class
CHARLES SCHWAB & CO INC 928,954.001 45.61%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
C-25
Percentage of
Shares Beneficially Outstanding Shares of
Fund and Class Name and Address of Beneficial Owner Owned Class Owned
- -------------- ------------------------------------ ------------------- ---------------------
ASBESTOS WORKERS LOCAL 134,622.068 6.61%
#84 PENSION FUND
36 E WARNER RD
AKRON OH 44319-1864
YMCA OF GREATER BOSTON 129,610.734 6.36%
316 HUNTINGTON AVE
BOSTON MA 02115-5019
SOUTHEASTERN MICHIGAN CHAPTER 113,164.340 5.56%
NECA
25180 LASHER RD
PO POX 385
SOUTHFIELD MI 48034-5866
Loomis Sayles Worldwide Fund
Institutional Class
CHARLES SCHWAB & CO INC 1,278,640.280 69.05%
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
QUEENS BOROUGH PUBLIC LIBRARY 136,814.748 7.39%
8911 MERRICK BLVD
JAMAICA NY 11432-5242
DANIEL J FUSS 95,354.119 5.15%
44 LONGFELLOW RD
WELLESLEY MA 02481-5221
ROSEMARY B FUSS 95,354.119 5.15%
44 LONGFELLOW RD
WELLESLEY MA 02481-5221
* Such ownership may be beneficially held by individuals or entities other than
the owner listed. To the extent that any listed shareholder beneficially owns
more than 25% of a Fund, it may be deemed to "control" such Fund within the
meaning of the 1940 Act. The effect of such control may be to reduce the
ability of other shareholders of the Fund to take actions requiring the
affirmative vote of holders of a plurality or majority of the Fund's shares
without the approval of the controlling shareholder.
Ownership of Shares by Management
As of March 8, 2005, all trustees and executive officers of each of the
Trusts, as a group and individually, owned less than 1% of each class of each
Fund, except for the noted classes of the noted Funds listed below.
- -------------------------------------------------------------------------------------------------------
Shares Beneficially Percentage of Outstanding
Fund and Class Name of Owner Owned Shares of Class Owned
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Growth Fund--Class Y Robert J. Blanding 124,134.600 1.26%
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Investment Grade Bond Fund--Class Y Daniel Fuss 17,653.543 1.36%
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Research Fund--Class A Paul Chenault 6,019.351 28.91%
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Small Cap Growth Fund--Institutional
Class Robert J. Blanding 60,185.417 3.88%
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Strategic Income Fund--Class Y Robert J. Blanding 84,030.561 4.51%
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Worldwide Fund--Institutional Class Daniel Fuss 95,354.119 5.15%
- -------------------------------------------------------------------------------------------------------
Loomis Sayles
Institutional High Income Fund Daniel Fuss 1,258,780.600 9.78%
- -------------------------------------------------------------------------------------------------------
C-26
Please detach at perforation before mailing.
PROXY CARD CDC NVEST FUNDS PROXY CARD
LOOMIS SAYLES FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 2, 2005
The undersigned hereby appoints Coleen Downs Dinneen, Russell Kane and Michael
Kardok and each of them separately, proxies with full power of substitution to
each, and hereby authorizes them to represent and to vote, as designated on the
reverse side, at the Special Meeting of Shareholders of the CDC Nvest Funds and
Loomis Sayles Funds (the "Funds"), on June 2, 2005 at 2:00 pm. Eastern time, and
any adjournments thereof, all of the shares of a Fund that the undersigned would
be entitled to vote if personally present.
VOTE VIA THE TELEPHONE:
VOTE VIA THE INTERNET:
999 99999 999 999
PLEASE VOTE, SIGN AND DATE THIS PROXY
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name
appears on this proxy 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 in
full corporate name and indicate the
signer's office. If a partner, sign in
the partnership name.
--------------------------------------
Signature
--------------------------------------
Signature of joint owner, if any
--------------------------------------
Date
Please detach at perforation before mailing.
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 EACH PROPOSAL.
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 each proposal.
PLEASE MARK YOUR VOTES AS IN THIS SAMPLE. EXAMPLE:
1. Election of trustees.
Nominees: (01) Graham T. Allison, (02) Edward A. Benjamin, (03) Daniel M. Cain,
(04) Paul G. Chenault, (05) Kenneth J. Cowan, (06) Richard Darman, (07) Sandra
O. Moose, (08) John A. Shane, (09) Charles D. Baker, (10) Cynthia L. Walker,
(11) Robert J. Blanding, (12) John T. Hailer
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
[ ] --------------------------------------------------
(To withhold authority for a nominee, check this box and list the names of such
nominee(s) on the line above. Your shares will be voted for the remaining
nominees.)
2. Approval of Amended and Restated Declaration of Trust.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.