-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N7btWpnioq+qXAkaPrWMuUEh9wRuj7Y1Ylt/Tv0swuh7KDeQrkbfk6S1xzuvcOKo LyyPsvSFzkOyqFQz+t9KjQ== 0001126087-06-000020.txt : 20060301 0001126087-06-000020.hdr.sgml : 20060301 20060301141010 ACCESSION NUMBER: 0001126087-06-000020 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 EFFECTIVENESS DATE: 20060301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IXIS Advisor Funds Trust II CENTRAL INDEX KEY: 0000052136 IRS NUMBER: 041990692 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-00242 FILM NUMBER: 06654580 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 800-399-7788 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: CDC NVEST FUNDS TRUST II DATE OF NAME CHANGE: 20010503 FORMER COMPANY: FORMER CONFORMED NAME: NVEST FUNDS TRUST II DATE OF NAME CHANGE: 20000202 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND FUNDS TRUST II DATE OF NAME CHANGE: 19940615 0000052136 S000008033 Harris Associates Large Cap Value Fund C000021802 Class A NEFOX C000021803 Class B NEGBX C000021804 Class C NECOX C000021805 Class Y NEOYX NSAR-B 1 answer.fil PAGE 1 000 B000000 12/31/2005 000 C000000 0000052136 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 IXIS ADVISOR FUNDS TRUST II 001 B000000 811-242 001 C000000 6174492809 002 A000000 399 BOYLSTON STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02116 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 1 007 C010100 1 007 C020100 HARRIS ASSOCIATES LARGE CAP VALUE FUND 007 C030100 N 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 010 A00AA01 IXIS ASSET MANAGEMENT ADVISORS, L.P. 010 B00AA01 84-5731 010 C01AA01 BOSTON 010 C02AA01 MA 010 C03AA01 02116 010 A00AA02 STATE STREET BANK AND TRUST COMPANY 010 B00AA02 85-05003 010 C01AA02 BOSTON 010 C02AA02 MA 010 C03AA02 02110 011 A00AA01 IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P. 011 B00AA01 8-46325 011 C01AA01 BOSTON 011 C02AA01 MA 011 C03AA01 02116 012 A00AA01 BOSTON FINANCIAL DATA SERVICES 012 B00AA01 84-00896 PAGE 2 012 C01AA01 NORTH QUINCY 012 C02AA01 MA 012 C03AA01 02171 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON 013 B02AA01 MA 013 B03AA01 02110 014 A00AA01 AEW SECURITIES, L.P. 014 B00AA01 8-45099 014 A00AA02 BANQUE DE LA REUNION 014 B00AA02 8-xxxxx 014 A00AA03 BANQUE DE NOUVELLE CALEDONIE 014 B00AA03 8-xxxxx 014 A00AA04 BANQUE DES ANTILLES FRANCAISES 014 B00AA04 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TANG DISTRIBUTORS, INC. 014 B00AA38 8-150551 014 A00AA39 CREDIT FONCIER DE MONACO 014 B00AA39 8-xxxxx 014 A00AA40 INCHAUSPE & CIE 014 B00AA40 8-xxxxx 014 A00AA41 IXIS ASIA LIMITED (HONG KONG) 014 B00AA41 8-xxxxx 014 A00AA42 IXIS INVESTOR SERVICES 014 B00AA42 8-xxxxx 014 A00AA43 LA COMPAGNIE 1818-BANQUIERS PRIVES 014 B00AA43 8-xxxxx 015 A00AA01 STATE STREET BANK AND TRUST COMPANY 015 B00AA01 C 015 C01AA01 BOSTON 015 C02AA01 MA 015 C03AA01 02110 015 E01AA01 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 38 PAGE 4 019 C00AA00 IXISLOOMIS 020 A000001 LEHMAN BROTHERS, INC 020 B000001 13-2518466 020 C000001 37 020 A000002 GOLDMAN SACHS & CO. 020 B000002 13-5108880 020 C000002 35 020 A000003 MORGAN STANELY & CO, INC. 020 B000003 13-2655998 020 C000003 27 020 A000004 CREDIT SUISSE FIRST BOSTON CORP. 020 B000004 13-5659485 020 C000004 26 020 A000005 UBS AG 020 B000005 13-3873456 020 C000005 25 020 A000006 MERRILL LYNCH & CO., INC. 020 B000006 13-5674085 020 C000006 23 020 A000007 CITIGROUP, INC. 020 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OF PITTSBURGH 080 C00AA00 10800 081 A00AA00 Y 081 B00AA00 15 082 A00AA00 N 082 B00AA00 0 083 A00AA00 N 083 B00AA00 0 084 A00AA00 N 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 008 A000101 IXIS ASSET MANAGEMENT ADVISORS, L.P. 008 B000101 A 008 C000101 801-48408 008 D010101 BOSTON 008 D020101 MA 008 D030101 02116 008 A000102 HARRIS ASSOCIATES L.P. 008 B000102 S 008 C000102 801-50333 008 D010102 CHICAGO 008 D020102 IL 008 D030102 60602 024 000100 Y 025 A000101 CITIGROUP, INC. 025 B000101 11-2418191 025 C000101 E 025 D000101 8449 025 A000102 MORGAN STANLEY & CO., INC. 025 B000102 13-2655998 025 C000102 E 025 D000102 11949 025 D000103 0 025 D000104 0 025 D000105 0 025 D000106 0 025 D000107 0 PAGE 7 025 D000108 0 028 A010100 1497 028 A020100 0 028 A030100 0 028 A040100 9859 028 B010100 1774 028 B020100 0 028 B030100 0 028 B040100 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G020100 N 070 H010100 Y 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 N 070 K010100 Y 070 K020100 Y 070 L010100 Y 070 L020100 Y 070 M010100 Y PAGE 10 070 M020100 N 070 N010100 Y 070 N020100 Y 070 O010100 N 070 O020100 N 070 P010100 Y 070 P020100 N 070 Q010100 N 070 Q020100 N 070 R010100 N 070 R020100 N 071 A000100 116703 071 B000100 170303 071 C000100 302035 071 D000100 39 072 A000100 12 072 B000100 98 072 C000100 5122 072 D000100 0 072 E000100 33 072 F000100 2108 072 G000100 202 072 H000100 0 072 I000100 999 072 J000100 57 072 K000100 0 072 L000100 177 072 M000100 53 072 N000100 59 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 25 072 S000100 29 072 T000100 1414 072 U000100 0 072 V000100 0 072 W000100 15 072 X000100 5138 072 Y000100 480 072 Z000100 595 072AA000100 25779 072BB000100 0 072CC010100 0 072CC020100 29282 072DD010100 231 072DD020100 127 072EE000100 0 073 A010100 0.0000 073 A020100 0.0000 073 B000100 0.0000 PAGE 11 073 C000100 0.0000 074 A000100 0 074 B000100 3256 074 C000100 9915 074 D000100 0 074 E000100 0 074 F000100 279570 074 G000100 0 074 H000100 0 074 I000100 0 074 J000100 0 074 K000100 10 074 L000100 501 074 M000100 0 074 N000100 293252 074 O000100 0 074 P000100 440 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 10480 074 S000100 0 074 T000100 282332 074 U010100 14164 074 U020100 7398 074 V010100 0.00 074 V020100 0.00 074 W000100 0.0000 074 X000100 22931 074 Y000100 0 075 A000100 0 075 B000100 308994 076 000100 0.00 SIGNATURE JOHN SGROI TITLE VICE PRESIDENT EX-99 2 icletter.txt Report of Independent Registered Public Accounting Firm To the Shareholders and Trustees of IXIS Advisor Funds Trust II In planning and performing our audit of the financial statements of the Harris Associates Large Cap Value Fund, a series of IXIS Advisor Funds Trust II (the Fund) as of and for the year ended December 31, 2005, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund?s internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund?s internal control over financial reporting. Accordingly, we express no such opinion. The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Such internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company?s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company?s ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company?s annual or interim financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our consideration of the Fund?s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be significant deficiencies or material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund?s internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2005. This report is intended solely for the information and use of management and the Trustees of IXIS Advisor Funds Trust II and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. PricewaterhouseCoopers LLP Boston, Massachusetts February 23, 2006 EX-99 3 exhibit.txt Exhibit 77(Q)(3) IXIS Advisor Cash Management Trust IXIS Advisor Funds Trust I IXIS Advisor Funds Trust II IXIS Advisor Funds Trust III IXIS Advisor Funds Trust IV Loomis Sayles Funds I Loomis Sayles Funds II Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 Effective as of August, 2005 Each series of IXIS Advisor Cash Management Trust, IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, Loomis Sayles Funds I and Loomis Sayles Funds II (each series individually a Fund and such Trusts collectively the Trusts) may from time to time issue one or more of the following classes of shares: Class A shares, Class B shares, Class C shares, Class J shares, Class Y shares, Admin Class shares, Institutional Class shares and Retail Class shares. Shares of each class of a Fund shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any Class Expenses, as defined in below; (c) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class, and shall have exclusive voting rights on any matter submitted to shareholders that relates solely to that class; and (d) each class may have different conversion and exchange rights, as described below. In addition, each class is subject to such investment minimums and other conditions of eligibility as are set forth in the Funds prospectuses (including statements of additional information) as from time to time in effect. The differences in expenses among these classes of shares, and the conversion and exchange features of each class of shares, are set forth below in this Plan, which is subject to change, to the extent permitted by law and by the Declaration of Trust and By-Laws of each Trust, by action of the Board of Trustees of each Trust. IXIS Advisor Cash Management Trust (the Money Market Fund) in certain instances is treated differently. In such instances, the treatment is specifically noted. Initial Sales Charge Class A shares are offered at a public offering price that is equal to their net asset value (NAV) plus a sales charge of up to 5.75% of the public offering price (which maximum may be less for certain Funds, as described in the Funds prospectuses as from time to time in effect). The sales charges on Class A shares are subject to reduction or waiver as permitted by Rule 22d-1 under the Investment Company Act of 1940 (the 1940 Act) and as described in the Funds prospectuses as from time to time in effect. Prior to December 1, 2000, Class C shares were offered at a public offering price equal to their NAV, without an initial sales charge. From December 1, 2000 through January 31, 2004, Class C shares were offered at a public offering price that was equal to their net asset value (NAV) plus a sales charge of 1.00% of the public offering price (which maximum may be less for certain Funds, as was described in the Funds then effective prospectuses as may have been in effect from time to time ). The sales charges on Class C shares were subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds then effective prospectuses as may have been in effect from time to time. On and after February 1, 2004, Class C shares are offered at a public offering price equal to their NAV, without an initial sales charge. Class J shares of the Funds are offered at a public offering price that is equal to their net asset value (NAV) plus a front end sales charge of up to 3.50% of the public offering price (which maximum may be less for certain Funds, as described in the Funds prospectus as from time to time in effect). The sales charges on Class J shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds prospectuses as from time to time in effect. Class B, Class C, Class Y, Admin Class, Retail Class and Institutional Class shares are offered at their NAV, without an initial sales charge. Class A shares of the Money Market Fund are offered at their net asset value (NAV), without an initial sales charge. Contingent Deferred Sales Charge Purchases of Class A shares of $1 million or more, purchases of Class C shares or purchases by certain retirement plans as described in the Funds prospectuses, that are redeemed within one year from purchase are subject to a contingent deferred sales charge (a CDSC) of 1% of either the purchase price or the NAV of the shares redeemed, whichever is less. Class A and C shares are not otherwise subject to a CDSC. Class B shares that are redeemed within 6 years from purchase are subject to a CDSC of up to 5% (4% for shares purchased prior to May 1, 1997) of either the purchase price or the NAV of the shares redeemed, whichever is less; such percentage declines the longer the shares are held, as described in the Funds prospectuses as from time to time in effect. Class B shares purchased with reinvested dividends or capital gain distributions are not subject to a CDSC. The CDSC on Class A, Class B and Class C shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the Funds prospectuses as from time to time in effect. Class J, Class Y, Admin Class, Institutional Class and Retail Class shares are not subject to any CDSC. Class A, Class B and Class C shares of the Money Market Fund are offered at their net asset value (NAV), without a CDSC. Service, Administration and Distribution Fees Class A, Class B, Class C, Class J, Admin Class and Retail Class shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the 12b-1 Plans) for such classes. Class A, Class B, Class C, Class J, Admin Class and Retail Class shares also bear any costs associated with obtaining shareholder approval of any amendments to a 12b-1 Plan. There is no 12b-1 Plan for Class Y or Institutional Class shares. Amounts payable under the 12b-1 Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Fund as from time to time in effect. Class A, Class B, Class C, Retail Class shares each pay, pursuant to the 12b-1 Plans, a service fee of up to .25% per annum of the average daily net assets attributable to such class (which percentage may be less for certain Funds, as described in the Funds registration statements as from time to time in effect). Class A shares do not pay a distribution fee pursuant to the 12b-1 Plans. Class B and Class C shares pay, pursuant to the 12b-1 Plans, a distribution fee of up to .75% per annum of the average daily net assets attributable to such class of shares. Class J shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to .75% of the average net assets attributable to Class J shares (which percentage may be less for certain Funds, as described in the Funds registration statements as from time to time in effect). Admin Class shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to .25% of the average daily net assets attributable to Admin class shares. In addition, Admin Class shares pay administrative fees to certain financial intermediaries for providing personal service and account maintenance for their customers who hold Admin class shares. These fees are paid on the average daily net assets attributable to Admin Class shares at the annual rate stated in the Funds registration statements as from time to time in effect. Class A, Class B and Class C shares of the Money Market Fund do not pay any distribution or service fees. Conversion and Exchange Features Class B shares automatically convert to Class A shares of the same Fund eight years after purchase, except that Class B shares purchased through the reinvestment of dividends and other distributions on Class B shares convert to Class A shares at the same time as the shares with respect to which they were purchased are converted. This conversion from Class B shares to Class A shares occurs once per month for all Class B shares that reach their eighth year over the course of that particular month. Class Y shares of a Fund purchased through wrap fee programs offered by certain broker-dealers will, upon termination of the holders participation in the wrap fee program and at the discretion of the broker-dealer, be converted to Class A shares of the same Fund. A Retail Class shareholder of a Fund who accumulates shares with a value greater than or equal to the minimum investment amount for Institutional Class shares of that same Fund may, at the shareholders option upon written notice to the Trust, convert the shareholders Retail Class shares of that Fund into Institutional Class shares of the same Fund at NAV, provided that the shareholder would otherwise be eligible to purchase Institutional Class shares of the Fund. An Institutional Class shareholder may, upon written notice to the Trust, convert the shareholders Institutional Class shares into Retail Class shares of the same Fund at NAV if the investment option or program through which the shareholder invests no longer permits the use of Institutional Class shares in that option or program or if the shareholder is otherwise no longer eligible to participate in Institutional Class shares, provided that the shareholder would otherwise be eligible to purchase Retail Class shares of the Fund. Class A, Class C, Class Y, Class J or Admin Class shares do not convert to any other class of shares. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class A shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, for Class A shares of any other Fund that offers Class A shares without the payment of a sales charge, except that if Class A shares of a Fund are exchanged for shares of a Fund with a higher sales charge, then the difference in sales charges must be paid on the exchange. The holding period for determining any CDSC will include the holding period of the shares exchanged. Class A shares may also be exchanged for Class A shares of the Money Market Fund, in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class A shares of a Fund other than the Money Market Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. Class A shares of the Money Market Fund so purchased may be exchanged for Class A shares of a Fund without sales charge or CDSC to the same extent as the Class A shares exchanged for the Money Market Fund Class A shares could have been so exchanged. The holding period for determining any CDSC for the acquired Fund shares will not include the period during which the Money Market Fund shares were held, but will include the holding period for the Class A Fund shares that were exchanged for the Money Market Fund shares. Class A shares of the Money Market Fund on which no sales charge was previously paid or for which no holding period for purposes of determining the applicable CDSC may be exchanged for Class A shares of any other Funds on the basis of relative net asset value plus the sales charge applicable to initial purchases of Class A shares of the other Fund into which the shareholder is exchanging, and the holding period for Purposes of determining the CDSC will commence at the time of the exchange. Class A shares of a Fund acquired in connection with certain deferred compensation plans offered by New England Life Insurance Company (NELICO) and its affiliates to any of their directors, senior officers, agents or general agents may be exchanged, at the holders option and with the consent of NELICO, for Class Y shares of the same Fund or for Class Y shares of any other Fund that offers Class Y shares. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class B shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, for Class B shares of any other Fund that offers Class B shares, without the payment of a CDSC. The holding period for determining the CDSC and the conversion to Class A shares will include the holding period of the shares exchanged. Class B shares of any Fund may also be exchanged for Class B shares of the Money Market Fund, without the payment of a CDSC, in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class A shares of a Fund other than the Money Market Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. If such Money Market Fund shares are exchanged for Class B shares of a Fund other than the Money Market Fund, no CDSC will apply to the exchange, and the holding period for the acquired shares will include the holding period of the shares that were exchanged for the Money Market Fund shares (but not the period during which the Money Market Fund shares were held). Class B shares of the Money Market Fund may be exchanged for Class B shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. For purposes of computing the CDSC payable upon redemption of shares acquired by such exchange, and the conversion of such shares to Class A shares, the holding period of any other Funds shares that were exchanged for Class B shares of the Money Market Fund is included, but the holding period of the Class B shares of the Money Market Fund is not included. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class C shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, for Class C shares of any other Fund that offers Class C shares, without payment of a CDSC. The holding period for determining the CDSC will include the holding period of the shares exchanged. Class C shares may also be exchanged for Class C shares of the Money Market Fund without the payment of a CDSC in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class C shares of a Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. Class C shares of the Money Market Fund may be exchanged for Class C shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. Class C shares in accounts of a Money Market Fund that were established prior to December 1, 2000 or that had previously been subject to a sales charge or that are established after January 31, 2004, may be exchanged for Class C shares of a Fund without a sales charge. Class C shares in accounts of a Money Market Fund established on or after December 1, 2000 and through January 31, 2004 may have been exchanged into Class C shares of a Fund subject to the Funds applicable sales charge and CDSC. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class J shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, for Class J shares of any other Fund that offers Class J shares without the payment of a sales charge. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class Y shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, (i) for Class Y shares of any other Fund that offers Class Y shares, (ii) for Institutional Class of any other Fund that offers Institutional Class or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Admin Class shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, for Admin Class shares of any other Fund that offers Admin Class shares without the payment of a sales charge. Admin Class shares may also be exchanged for Class A shares of the Money Market Fund. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Institutional Class shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, (i) for Institutional Class shares of any other Fund that offers Institutional Class shares, (ii) for Class Y shares of any other Fund that offers Class Y shares or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public. To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Retail Class shares of any Fund may be exchanged, at the holders option and subject to minimum investment requirements, for Retail Class shares of any other Fund that offers Retail Class shares without the payment of a sales charge. Retail Class shares may also be exchanged for Class A shares of the Money Market Fund. All exchanges are subject to the eligibility requirements or other restrictions of the Fund to which the shareholder is exchanging. The Funds reserve the right to terminate or limit the exchange privilege of any shareholder deemed to be engaging in market timing activity as defined in the Funds prospectuses as from time to time in effect. The Funds may terminate or change the exchange privilege at any time upon 60 days notice to shareholders. Allocation of Income and Expenses Each Class of shares pays the expenses associated with its different distribution and shareholder servicing arrangements (Account Expenses). Each class of shares may, at the Trustees discretion, also pay a different share of other expenses (together with 12b-1 fees and Account Expenses, Class Expenses), not including advisory fees or other expenses related to the management of the Trusts assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than other classes. The gross income of each Fund generally shall be allocated to each class on the basis of net assets. To the extent practicable, certain expenses (other than Class Expenses as defined above, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of each class of each Fund. These expenses include: * Expenses incurred by a Trust (including, but not limited to, fees of Trustees, insurance and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund (Trust Level Expenses); and * Expenses incurred by a Fund not attributable to any particular class of the Funds shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Funds assets) (Fund Expenses). Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. Trust Level Expenses and Fund Expenses shall be allocated among the classes of shares based on their relative net assets in relation to the net assets of the relevant Trust. Approved Class Expenses shall be allocated to the particular class to which they are attributable. However, if a Class Expense can no longer be attributed to a class, it will be charged to a Fund for allocation among classes in proportion to the net assets of each such class. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board of Trustees of the Trust in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the Code). Each Trust reserves the right to utilize any other appropriate method to allocate income and expenses among the classes, including those specified in Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the Independent Trustees determine that the method is fair to the shareholders of each class and consistent with the requirements of Rule 18f-3. - -6- -----END PRIVACY-ENHANCED MESSAGE-----