-----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, NvZU/rvQxmuPoxW+wBhHx7YKeLXsc5Ye9tvoZ/awC4/NPzKxjW6oexAQi3+1g5mm lnZljPfzlTpQtmiPNuPRdw== 0001127563-03-000254.txt : 20031126 0001127563-03-000254.hdr.sgml : 20031126 20031126132911 ACCESSION NUMBER: 0001127563-03-000254 CONFORMED SUBMISSION TYPE: NSAR-BT PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031126 EFFECTIVENESS DATE: 20031126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CDC NVEST FUNDS TRUST II CENTRAL INDEX KEY: 0000052136 IRS NUMBER: 041990692 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-BT SEC ACT: 1940 Act SEC FILE NUMBER: 811-00242 FILM NUMBER: 031025737 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 8003997788 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 FORMER COMPANY: FORMER CONFORMED NAME: TNE FUNDS TRUST DATE OF NAME CHANGE: 19940615 NSAR-BT 1 answer2.fil NSAR-BT PAGE 1 000 B000000 09/30/2003 000 C000000 0000052136 000 D000000 Y 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 CDC NVEST FUNDS TRUST II 001 B000000 811-242 001 C000000 6174492804 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 3 007 C010100 1 007 C010200 2 007 C020200 CDC NVEST HIGH INCOME FUND 007 C030200 Y 007 C010300 3 007 C020300 LOOMIS SAYLES MA TAX FREE INCOME FUND 007 C030300 N 007 C010400 4 007 C020400 CDC NVEST LIMITED TERM U.S. GOVERNMENT FUND 007 C030400 Y 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 010 A00AA01 CDC IXIS ASSET MANAGEMENT SERVICES, INC. 010 B00AA01 84-5731 010 C01AA01 BOSTON 010 C02AA01 MA 010 C03AA01 02116 011 A00AA01 CDC IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P. 011 B00AA01 8-46325 011 C01AA01 BOSTON 011 C02AA01 MA 011 C03AA01 02116 012 A00AA01 CDC IXIS ASSET MANAGEMENT SERVICES, INC. 012 B00AA01 84-5731 012 C01AA01 BOSTON PAGE 2 012 C02AA01 MA 012 C03AA01 02116 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON 013 B02AA01 MA 013 B03AA01 02110 014 A00AA01 AEW SECURITIES LTD PARTNERSHIP 014 B00AA01 8-45099 014 A00AA02 HARRIS ASSOCIATES SECURITIES L.P. 014 B00AA02 8-49575 014 A00AA03 LOOMIS SAYLES DISTRIBUTORS, L.P. 014 B00AA03 8-43429 014 A00AA04 REICH & TANG DISTRIBUTORS, INC. 014 B00AA04 8-150551 014 A00AA05 CDC SECURITIES, INC. 014 B00AA05 8-043912 014 A00AA06 CDC DERIVATIVES INC. 014 B00AA06 8-53212 014 A00AA07 CDC FINANCIAL PRODUCTS INC. 014 B00AA07 8-xxxxx 014 A00AA08 CDC FUNDING CORP. 014 B00AA08 8-xxxxx 014 A00AA09 CDC IXIS ASSET MANAGEMENT 014 B00AA09 8-xxxxx 014 A00AA10 CDC IXIS CAPITAL MARKETS 014 B00AA10 8-xxxxx 014 A00AA11 CDC IXIS CAPITAL MARKETS NORTH AMERICA INC. 014 B00AA11 8-xxxxx 014 A00AA12 DELETE 014 A00AA13 CDC IXIS GMBH 014 B00AA13 8-xxxxx 014 A00AA14 CDC IXIS INVESTMENT SERVICES JAPAN, INC. 014 B00AA14 8-xxxxx 014 A00AA15 CDC IXIS NORTH AMERICA, INC. 014 B00AA15 8-xxxxx 014 A00AA16 CDC IXIS SECURITIES 014 B00AA16 8-xxxxx 014 A00AA17 CDC MORTGAGE CAPITAL INC. 014 B00AA17 8-xxxxx 014 A00AA18 CDC MUNICIPAL PRODUCTS INC. 014 B00AA18 8-xxxxx 014 A00AA19 CDC IXIS ASSET MANAGEMENT AUSTRALIA LIMITED 014 B00AA19 8-xxxxx 014 A00AA20 SOGEPOSTE 014 B00AA20 8-xxxxx 014 A00AA21 VEGA FINANCE 014 B00AA21 8-xxxxx 014 A00AA22 ECUREIL GESTION 014 B00AA22 8-xxxxx 014 A00AA23 BANQUE DE LA REUNION 014 B00AA23 8-xxxxx PAGE 3 014 A00AA24 BANQUE DE NOUVELLE CALEDONIE 014 B00AA24 8-xxxxx 014 A00AA25 BANQUE DES ANTILLES FRANCAISES 014 B00AA25 8-xxxxx 014 A00AA26 BANQUE DES ILES SAINT-PIERRE-ET-MIQUELON 014 B00AA26 8-xxxxx 014 A00AA27 BANQUE DE TAHITI 014 B00AA27 8-xxxxx 014 A00AA28 BANQUE INTERNATIONALE DES MASCAREIGNES 014 B00AA28 8-xxxxx 014 A00AA29 CAISSE D'EPARGNE ET DE PREVOYANCE D'ALSACE 014 B00AA29 8-xxxxx 014 A00AA30 CAISSE D'EPARGNE ET DE PREVOYANCE DES ALPES 014 B00AA30 8-xxxxx 014 A00AA31 CAISSE D'EPARGNE ET DE PREVOYANCE AQUITAINE 014 B00AA31 8-xxxxx 014 A00AA32 CAISSE D'EPARGNE ET DE PREVOYANCE D'AUVERGNE 014 B00AA32 8-xxxxx 014 A00AA33 CAISSE D'EPARGNE ET DE PREVOYANCE DE BASSE 014 B00AA33 8-xxxxx 014 A00AA34 CAISSE D'EPARGNE ET DE PREVOYANCE DE BOURGOGN 014 B00AA34 8-xxxxx 014 A00AA35 CAISSE D'EPARGNE ET DE PREVOYANCE DE BRETAGNE 014 B00AA35 8-xxxxx 014 A00AA36 CAISSE D'EPARGNE ET DE PREVOYANCE CENTRE VAL 014 B00AA36 8-xxxxx 014 A00AA37 CAISSE D'EPARGNE ET DE PREVOYANCE DE ARDENNE 014 B00AA37 8-xxxxx 014 A00AA38 CAISSE D'EPARGNE ET DE PREVOYANCE COTE D'AZUR 014 B00AA38 8-xxxxx 014 A00AA39 CAISSE D'EPARGNE ET DE PREVOYANCE DE FLANDRE 014 B00AA39 8-xxxxx 014 A00AA40 CAISSE D'EPARGNE ET DE PREVOYANCE DE COMTE 014 B00AA40 8-xxxxx 014 A00AA41 CAISSE D'EPARGNE ET DE PREVOYANCE DE LA GUADE 014 B00AA41 8-xxxxx 014 A00AA42 CAISSE D'EPARGNE ET DE PREVOYANCE DE HAUTE 014 B00AA42 8-xxxxx 014 A00AA43 CAISSE D'EPARGNE ET DE PREVOYANCE ILE-DE NORD 014 B00AA43 8-xxxxx 014 A00AA44 CAISSE D'EPARGNE ET DE PREVOYANCE ILE-DE OUES 014 B00AA44 8-xxxxx 014 A00AA45 CAISSE D'EPARGNE ET DE PREVOYANCE ILE-DE PARI 014 B00AA45 8-xxxxx 014 A00AA46 CAISSE D'EPARGNE ET DE PREVOYANCE DU LANGUEDO 014 B00AA46 8-xxxxx 014 A00AA47 CAISSE D'EPARGNE ET DE PREVOYANCE DU LIMOUSIN 014 B00AA47 8-xxxxx 014 A00AA48 CAISSE D'EPARGNE ET DE PREVOYANCE DE LOIRE 014 B00AA48 8-xxxxx 014 A00AA49 CAISSE D'EPARGNE ET DE PREVOYANCE DE LORRAINE PAGE 4 014 B00AA49 8-xxxxx 014 A00AA50 CAISSE D'EPARGNE ET DE PREVOYANCE MARTINIQUE 014 B00AA50 8-xxxxx 014 A00AA51 CAISSE D'EPARGNE ET DE PREVOYANCE DE MIDI 014 B00AA51 8-xxxxx 014 A00AA52 CAISSE D'EPARGNE ET DE PREVOYANCE DE NOUVELLE 014 B00AA52 8-xxxxx 014 A00AA53 CAISSE D'EPARGNE ET DE PREVOYANCE DU CALAIS 014 B00AA53 8-xxxxx 014 A00AA54 CAISSE D'EPARGNE ET DE PREVOYANCE DES L'ADOUR 014 B00AA54 8-xxxxx 014 A00AA55 CAISSE D'EPARGNE ET DE PREVOYANCE DES HAINAUT 014 B00AA55 8-xxxxx 014 A00AA56 CAISSE D'EPARGNE ET DE PREVOYANCE DES LOIRE 014 B00AA56 8-xxxxx 014 A00AA57 CAISSE D'EPARGNE ET DE PREVOYANCE DES LORRAIN 014 B00AA57 8-xxxxx 014 A00AA58 CAISSE D'EPARGNE ET DE PREVOYANCE PICARDIE 014 B00AA58 8-xxxxx 014 A00AA59 CAISSE D'EPARGNE ET DE PREVOYANCE DE POITOU 014 B00AA59 8-xxxxx 014 A00AA60 CAISSE D'EPARGNE ET DE PREVOYANCE DE PROVENCE 014 B00AA60 8-xxxxx 014 A00AA61 CAISSE D'EPARGNE ET DE PREVOYANCE DE RHONE 014 B00AA61 8-xxxxx 014 A00AA62 CAISSE D'EPARGNE ET DE PREVOYANCE DE VAL 014 B00AA62 8-xxxxx 014 A00AA63 CAISSE DES DEPOTS ET CONSIGNATIONS 014 B00AA63 8-xxxxx 014 A00AA64 CAISSE NATIONALE DES CAISSES D'EPARGNE 014 B00AA64 8-xxxxx 014 A00AA65 CDC FINANCE - CDC IXIS 014 B00AA65 8-xxxxx 014 A00AA66 CDC IXIS - LCF ROTSCHILD MIDCAPS 014 B00AA66 8-xxxxx 014 A00AA67 CDC URQUIJO 014 B00AA67 8-xxxxx 014 A00AA68 CREDIT FONCIER BANQUE 014 B00AA68 8-xxxxx 014 A00AA69 CREDIT FONCIER DE FRANCE 014 B00AA69 8-xxxxx 014 A00AA70 CREDIT FONCIER DE MONACO 014 B00AA70 8-xxxxx 014 A00AA71 CREDIT SAINT PIERRAIS 014 B00AA71 8-xxxxx 014 A00AA72 EURO EMETTEURS FINANCE 014 B00AA72 8-xxxxx 014 A00AA73 GERER INTERMEDIATION 014 B00AA73 8-xxxxx 014 A00AA74 INCHAUSPE & CIE 014 B00AA74 8-xxxxx PAGE 5 015 A00AA01 INVESTORS BANK AND TRUST COMPANY 015 B00AA01 C 015 C01AA01 BOSTON 015 C02AA01 MA 015 C03AA01 02116 015 E01AA01 X 015 A00AA02 CITIBANK N.A. 015 B00AA02 S 015 C01AA02 BUENOS AIRES 015 D01AA02 ARGENTINA 015 E04AA02 X 015 A00AA03 NATIONAL AUSTRALIA BANK LTD. 015 B00AA03 S 015 C01AA03 MELBOURNE 015 D01AA03 AUSTRALIA 015 E04AA03 X 015 A00AA04 BANK AUSTRIA CREDITANSTALT (HVB) BANK 015 B00AA04 S 015 C01AA04 VIENNA 015 D01AA04 AUSTRIA 015 E04AA04 X 015 A00AA05 BNP PARIBAS 015 B00AA05 S 015 C01AA05 BRUSSELS 015 D01AA05 BELGIUM 015 E04AA05 X 015 A00AA06 THE BANK OF BERMUDA LIMITED 015 B00AA06 S 015 C01AA06 HAMILTON 015 D01AA06 BERMUDA 015 E04AA06 X 015 A00AA07 BANKBOSTON BRAZIL 015 B00AA07 S 015 C01AA07 SAO PAULO 015 D01AA07 BRAZIL 015 E04AA07 X 015 A00AA08 ROYAL BANK OF CANADA 015 B00AA08 S 015 C01AA08 TORONTO 015 D01AA08 CANADA 015 E04AA08 X 015 A00AA09 CITIBANK CHILE 015 B00AA09 S 015 C01AA09 SANTIAGO 015 D01AA09 CHILE 015 E04AA09 X 015 A00AA10 STANDARD CHARTERED BANK 015 B00AA10 S 015 C01AA10 SHANGHAI & SHENZHEN 015 D01AA10 CHINA 015 E04AA10 X PAGE 6 015 A00AA11 CITITRUST COLOMBIA S.A. 015 B00AA11 S 015 C01AA11 SANTA FE DE BOGOTA 015 D01AA11 COLOMBIA 015 E04AA11 X 015 A00AA12 CITIBANK A.S 015 B00AA12 S 015 C01AA12 PRAGUE 015 D01AA12 CZECH REPUBLIC 015 E04AA12 X 015 A00AA13 SEB 015 B00AA13 S 015 C01AA13 COPENHAGEN 015 D01AA13 DENMARK 015 E04AA13 X 015 A00AA14 CITIBANK A.S. 015 B00AA14 S 015 C01AA14 QUITO 015 D01AA14 ECUADOR 015 E04AA14 X 015 A00AA15 CITIBANK N.A. 015 B00AA15 S 015 C01AA15 CAIRO 015 D01AA15 EGYPT 015 E04AA15 X 015 A00AA16 SEB 015 B00AA16 S 015 C01AA16 HELSINKI 015 D01AA16 FINLAND 015 E04AA16 X 015 A00AA17 BNP PARIBAS 015 B00AA17 S 015 C01AA17 PARIS 015 D01AA17 FRANCE 015 E04AA17 X 015 A00AA18 BNP PARIBAS 015 B00AA18 S 015 C01AA18 FRANKFURT 015 D01AA18 GERMANY 015 E04AA18 X 015 A00AA19 BNP PARIBAS 015 B00AA19 S 015 C01AA19 ATHENS 015 D01AA19 GREECE 015 E04AA19 X 015 A00AA20 STANDARD CHARTERED BANK 015 B00AA20 S 015 C01AA20 HONG KONG 015 D01AA20 HONG KONG 015 E04AA20 X 015 A00AA21 HVB BANK (BANK AUSTRIA) PAGE 7 015 B00AA21 S 015 C01AA21 BUDAPEST 015 D01AA21 HUNGARY 015 E04AA21 X 015 A00AA22 KAUPTHING BANK 015 B00AA22 S 015 C01AA22 REYKJAVIK 015 D01AA22 ICELAND 015 E04AA22 X 015 A00AA23 STANDARD CHARTERED GRINDLAYS BANK, MUMBAI 015 B00AA23 S 015 C01AA23 MUMBAI 015 D01AA23 INDIA 015 E04AA23 X 015 A00AA24 STANDARD CHARTERED BANK 015 B00AA24 S 015 C01AA24 JAKARTA 015 D01AA24 INDONESIA 015 E04AA24 X 015 A00AA25 BANK OF IRELAND 015 B00AA25 S 015 C01AA25 DUBLIN 015 D01AA25 IRELAND 015 E04AA25 X 015 A00AA26 BANK HAPOALIM 015 B00AA26 S 015 C01AA26 TEL AVIV 015 D01AA26 ISRAEL 015 E04AA26 X 015 A00AA27 BNP PARIBAS 015 B00AA27 S 015 C01AA27 MILAN 015 D01AA27 ITALY 015 E04AA27 X 015 A00AA28 STANDARD CHARTERED BANK 015 B00AA28 S 015 C01AA28 TOKYO 015 D01AA28 JAPAN 015 E04AA28 X 015 A00AA29 CITIBANK N.A. 015 B00AA29 S 015 C01AA29 AMMAN 015 D01AA29 JORDAN 015 E04AA29 X 015 A00AA30 STANDARD CHARTERED BANK MALAYSIA BHD 015 B00AA30 S 015 C01AA30 KUALA LUMPUR 015 D01AA30 MALAYSIA 015 E04AA30 X 015 A00AA31 HONG KONG & SHANGHAI BANKING CORP. 015 B00AA31 S PAGE 8 015 C01AA31 PORT LOUIS 015 D01AA31 MAURITIUS 015 E04AA31 X 015 A00AA32 BANCOMER S.A. 015 B00AA32 S 015 C01AA32 MEXICO CITY 015 D01AA32 MEXICO 015 E04AA32 X 015 A00AA33 CITIBANK MAGREB 015 B00AA33 S 015 C01AA33 CASABLANCA 015 D01AA33 MOROCCO 015 E04AA33 X 015 A00AA34 FORTIS BANK 015 B00AA34 S 015 C01AA34 AMSTERDAM 015 D01AA34 NETHERLANDS 015 E04AA34 X 015 A00AA35 NATIONAL NOMINEES LTD. 015 B00AA35 S 015 C01AA35 AUCKLAND 015 D01AA35 NEW ZEALAND 015 E04AA35 X 015 A00AA36 UNION BANK OF NORWAY 015 B00AA36 S 015 C01AA36 OSLO 015 D01AA36 NORWAY 015 E04AA36 X 015 A00AA37 STANDARD CHARTERED BANK 015 B00AA37 S 015 C01AA37 KARACHI 015 D01AA37 PAKISTAN 015 E04AA37 X 015 A00AA38 CITIBANK N.A. 015 B00AA38 S 015 C01AA38 LIMA 015 D01AA38 PERU 015 E04AA38 X 015 A00AA39 STANDARD CHARTERED BANK 015 B00AA39 S 015 C01AA39 MANILA 015 D01AA39 PHILIPPINES 015 E04AA39 X 015 A00AA40 BANK PRZEMYSLOWO-HANDLOWY PBK 015 B00AA40 S 015 C01AA40 WARSAW 015 D01AA40 POLAND 015 E04AA40 X 015 A00AA41 CITIBANK PORTUGAL S.A. 015 B00AA41 S 015 C01AA41 LISBON PAGE 9 015 D01AA41 PORTUGAL 015 E04AA41 X 015 A00AA42 STANDARD CHARTERED BANK 015 B00AA42 S 015 C01AA42 SEOUL 015 D01AA42 SOUTH KOREA 015 E04AA42 X 015 A00AA43 HVB BANK (BANK AUSTRIA) 015 B00AA43 S 015 C01AA43 BUCHAREST 015 D01AA43 ROMANIA 015 E04AA43 X 015 A00AA44 ZAO CITIBANK 015 B00AA44 S 015 C01AA44 MOSCOW 015 D01AA44 RUSSIA 015 E04AA44 X 015 A00AA45 STANDARD CHARTERED BANK 015 B00AA45 S 015 C01AA45 SINGAPORE 015 D01AA45 SINGAPORE 015 E04AA45 X 015 A00AA46 ING BANK 015 B00AA46 S 015 C01AA46 BRATISLAVA 015 D01AA46 SLOVAK REPUBLIC 015 E04AA46 X 015 A00AA47 STANDARD BANK OF SOUTH AFRICA 015 B00AA47 S 015 C01AA47 JOHANNESBURG 015 D01AA47 SOUTH AFRICA 015 E04AA47 X 015 A00AA48 BNP PARIBAS 015 B00AA48 S 015 C01AA48 MADRID 015 D01AA48 SPAIN 015 E04AA48 X 015 A00AA49 STANDARD CHARTERED BANK 015 B00AA49 S 015 C01AA49 COLOMBO 015 D01AA49 SRI LANKA 015 E04AA49 X 015 A00AA50 SVENSKA HANDELSBANKEN 015 B00AA50 S 015 C01AA50 STOCKHOLM 015 D01AA50 SWEDEN 015 E04AA50 X 015 A00AA51 BANK LEU 015 B00AA51 S 015 C01AA51 ZURICH 015 D01AA51 SWITZERLAND PAGE 10 015 E04AA51 X 015 A00AA52 STANDARD CHARTERED BANK 015 B00AA52 S 015 C01AA52 TAIPEI 015 D01AA52 TAIWAN 015 E04AA52 X 015 A00AA53 STANDARD CHARTERED BANK 015 B00AA53 S 015 C01AA53 BANGKOK 015 D01AA53 THAILAND 015 E04AA53 X 015 A00AA54 GARANTI BANK 015 B00AA54 S 015 C01AA54 ISTANBUL 015 D01AA54 TURKEY 015 E04AA54 X 015 A00AA55 HSBC 015 B00AA55 S 015 C01AA55 LONDON 015 D01AA55 UNITED KINGDOM 015 E04AA55 X 015 A00AA56 BANK BOSTON MONTEVIDEO 015 B00AA56 S 015 C01AA56 MONTEVIDEO 015 D01AA56 URUGUAY 015 E04AA56 X 015 A00AA57 CITIBANK N.A. 015 B00AA57 S 015 C01AA57 CARACAS 015 D01AA57 VENEZUELA 015 E04AA57 X 015 A00AA58 SOCIETE GENERALE 015 B00AA58 S 015 C01AA58 ABIDJAN 015 D01AA58 IVORY COAST 015 E04AA58 X 015 A00AA59 ING BANK 015 B00AA59 S 015 C01AA59 SOFIA 015 D01AA59 BULGARIA 015 E04AA59 X 015 A00AA60 HVB BANK AG (BANK AUSTRIA) 015 B00AA60 S 015 C01AA60 ZAGREB 015 D01AA60 CROATIA 015 E04AA60 X 015 A00AA61 HANSABANK 015 B00AA61 S 015 C01AA61 TALLINN 015 D01AA61 ESTONIA 015 E04AA61 X PAGE 11 015 A00AA62 BARCLAYS BANK OF BOTSWANA 015 B00AA62 S 015 C01AA62 GABORONE 015 D01AA62 BOTSWANA 015 E04AA62 X 015 A00AA63 CLEARSTREAM 015 B00AA63 S 015 C01AA63 LUXEMBOURG 015 D01AA63 LUXEMBOURG 015 E04AA63 X 015 A00AA64 BANKBOSTON PANAMA 015 B00AA64 S 015 C01AA64 PANAMA CITY 015 D01AA64 PANAMA 015 E04AA64 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 25 019 C00AA00 NVESTFUNDS 020 C000001 0 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 0 022 A000001 INVESTORS BANK & TRUST CO. 022 B000001 04-2447211 022 C000001 4538983 022 D000001 0 022 A000002 CREDIT SUISSE FIRST BOSTON 022 B000002 13-5659485 022 C000002 20476 022 D000002 1517 022 A000003 J.P. MORGAN CHASE & CO., INC. 022 B000003 13-3379014 022 C000003 12821 022 D000003 7336 022 A000004 UBS AG 022 B000004 13-3873456 022 C000004 14587 022 D000004 2683 022 A000005 BEAR, STEARNS & CO., INC. 022 B000005 13-3299429 022 C000005 6887 022 D000005 7424 022 A000006 COUNTRYWIDE SECURITIES CORP. PAGE 12 022 B000006 95-3667085 022 C000006 10743 022 D000006 1993 022 A000007 CITIGROUP INC. 022 B000007 11-2418191 022 C000007 7457 022 D000007 5167 022 A000008 NOMURA SECURITIES INTERNATIONAL 022 B000008 13-2642206 022 C000008 10063 022 D000008 2511 022 A000009 MERRILL LYNCH PIERCE FENNER & SMITH 022 B000009 13-5674085 022 C000009 1362 022 D000009 10665 022 A000010 ROYAL BANK OF CANADA 022 B000010 41-1416330 022 C000010 2610 022 D000010 8237 023 C000000 4649432 023 D000000 69750 026 A000000 N 026 B000000 Y 026 C000000 Y 026 D000000 Y 026 E000000 N 026 F000000 N 026 G010000 N 026 G020000 Y 026 H000000 N 027 000000 Y 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 N 054 D00AA00 N 054 E00AA00 N 054 F00AA00 N 054 G00AA00 N 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 Y 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 Y 054 O00AA00 N 077 A000000 Y 077 B000000 Y 077 C000000 Y 077 D000000 N 077 E000000 N PAGE 13 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 Y 078 000000 N 080 A00AA00 NATIONAL UNION INSURANCE CO. OF PITTSBURGH 080 C00AA00 22000 081 A00AA00 Y 081 B00AA00 19 082 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 A000201 LOOMIS, SAYLES & COMPANY, L.P. 008 B000201 A 008 C000201 801-170 008 D010201 BOSTON 008 D020201 MA 008 D030201 02111 008 A000202 DELETE 024 000200 N 028 A010200 1118 028 A020200 160 028 A030200 0 028 A040200 1863 PAGE 14 028 B010200 2064 028 B020200 71 028 B030200 0 028 B040200 3032 028 C010200 25095 028 C020200 71 028 C030200 0 028 C040200 25561 028 D010200 0 028 D020200 0 028 D030200 0 028 D040200 0 028 E010200 0 028 E020200 0 028 E030200 0 028 E040200 0 028 F010200 0 028 F020200 0 028 F030200 0 028 F040200 0 028 G010200 28277 028 G020200 302 028 G030200 0 028 G040200 30456 028 H000200 107 029 000200 Y 030 A000200 17 030 B000200 4.50 030 C000200 0.00 031 A000200 2 031 B000200 0 032 000200 15 033 000200 0 034 000200 Y 035 000200 53 036 A000200 N 036 B000200 0 037 000200 N 038 000200 0 039 000200 N 040 000200 Y 041 000200 Y 042 A000200 0 042 B000200 0 042 C000200 100 042 D000200 0 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 043 000200 223 PAGE 15 044 000200 0 045 000200 Y 046 000200 Y 047 000200 Y 048 000200 0.000 048 A010200 200000 048 A020200 0.700 048 B010200 0 048 B020200 0.000 048 C010200 0 048 C020200 0.000 048 D010200 0 048 D020200 0.000 048 E010200 0 048 E020200 0.000 048 F010200 0 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 200000 048 K020200 0.650 049 000200 N 050 000200 N 051 000200 N 052 000200 N 053 A000200 N 055 A000200 N 055 B000200 N 056 000200 Y 057 000200 N 058 A000200 N 059 000200 Y 060 A000200 Y 060 B000200 Y 061 000200 2500 062 A000200 Y 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 0.0 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 PAGE 16 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 063 A000200 0 063 B000200 0.0 064 A000200 N 064 B000200 N 066 A000200 N 067 000200 N 068 A000200 N 068 B000200 N 069 000200 N 070 A010200 Y 070 A020200 Y 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 Y 070 K010200 N 070 K020200 N 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 N 070 N010200 Y 070 N020200 Y 070 O010200 N 070 O020200 N 070 P010200 Y 070 P020200 N 070 Q010200 N 070 Q020200 N PAGE 17 070 R010200 N 070 R020200 N 071 A000200 0 071 B000200 0 071 C000200 0 071 D000200 0 072 A000200 9 072 B000200 3262 072 C000200 1 072 D000200 0 072 E000200 0 072 F000200 243 072 G000200 28 072 H000200 0 072 I000200 97 072 J000200 35 072 K000200 0 072 L000200 24 072 M000200 10 072 N000200 30 072 O000200 0 072 P000200 0 072 Q000200 0 072 R000200 38 072 S000200 4 072 T000200 223 072 U000200 0 072 V000200 0 072 W000200 7 072 X000200 739 072 Y000200 0 072 Z000200 2524 072AA000200 1487 072BB000200 0 072CC010200 2749 072CC020200 0 072DD010200 1266 072DD020200 1258 072EE000200 0 073 A010200 0.0000 073 A020200 0.0000 073 B000200 0.0000 073 C000200 0.0000 074 A000200 0 074 B000200 0 074 C000200 0 074 D000200 0 074 E000200 0 074 F000200 0 074 G000200 0 074 H000200 0 PAGE 18 074 I000200 0 074 J000200 0 074 K000200 0 074 L000200 0 074 M000200 0 074 N000200 0 074 O000200 0 074 P000200 0 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 0 074 S000200 0 074 T000200 0 074 U010200 0 074 U020200 0 074 V010200 0.00 074 V020200 0.00 074 W000200 0.0000 074 X000200 0 074 Y000200 0 075 A000200 0 075 B000200 49698 076 000200 0.00 008 A000301 LOOMIS, SAYLES & COMPANY, L.P. 008 B000301 A 008 C000301 801-170 008 D010301 BOSTON 008 D020301 MA 008 D030301 02111 008 A000302 DELETE 024 000300 N 028 A010300 350 028 A020300 215 028 A030300 0 028 A040300 809 028 B010300 124 028 B020300 215 028 B030300 0 028 B040300 1120 028 C010300 494 028 C020300 225 028 C030300 0 028 C040300 1113 028 D010300 0 028 D020300 0 028 D030300 0 028 D040300 0 028 E010300 0 028 E020300 0 PAGE 19 028 E030300 0 028 E040300 0 028 F010300 0 028 F020300 0 028 F030300 0 028 F040300 0 028 G010300 968 028 G020300 655 028 G030300 0 028 G040300 3042 028 H000300 254 029 000300 Y 030 A000300 27 030 B000300 4.25 030 C000300 0.00 031 A000300 4 031 B000300 0 032 000300 23 033 000300 0 034 000300 Y 035 000300 15 036 A000300 N 036 B000300 0 037 000300 N 038 000300 0 039 000300 N 040 000300 Y 041 000300 Y 042 A000300 0 042 B000300 0 042 C000300 100 042 D000300 0 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 043 000300 279 044 000300 0 045 000300 Y 046 000300 Y 047 000300 Y 048 000300 0.000 048 A010300 100000 048 A020300 0.600 048 B010300 0 048 B020300 0.000 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 PAGE 20 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 100000 048 K020300 0.500 049 000300 N 050 000300 N 051 000300 N 052 000300 N 053 A000300 Y 053 B000300 Y 053 C000300 N 055 A000300 Y 055 B000300 N 056 000300 Y 057 000300 N 058 A000300 N 059 000300 Y 060 A000300 Y 060 B000300 Y 061 000300 2500 062 A000300 Y 062 B000300 0.0 062 C000300 0.0 062 D000300 2.6 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 0.0 062 N000300 0.0 062 O000300 94.8 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 063 A000300 0 063 B000300 9.1 064 A000300 Y 064 B000300 N PAGE 21 066 A000300 N 067 000300 N 068 A000300 N 068 B000300 N 069 000300 N 070 A010300 Y 070 A020300 Y 070 B010300 N 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 N 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 N 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 N 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 N 070 K010300 Y 070 K020300 N 070 L010300 N 070 L020300 N 070 M010300 N 070 M020300 N 070 N010300 Y 070 N020300 N 070 O010300 N 070 O020300 N 070 P010300 Y 070 P020300 N 070 Q010300 N 070 Q020300 N 070 R010300 N 070 R020300 N 071 A000300 8714 071 B000300 17325 071 C000300 92621 071 D000300 9 072 A000300 9 072 B000300 3801 072 C000300 0 072 D000300 0 072 E000300 0 072 F000300 425 PAGE 22 072 G000300 58 072 H000300 0 072 I000300 121 072 J000300 28 072 K000300 0 072 L000300 17 072 M000300 18 072 N000300 12 072 O000300 0 072 P000300 0 072 Q000300 0 072 R000300 39 072 S000300 8 072 T000300 279 072 U000300 0 072 V000300 0 072 W000300 7 072 X000300 1012 072 Y000300 0 072 Z000300 2789 072AA000300 878 072BB000300 0 072CC010300 0 072CC020300 851 072DD010300 2628 072DD020300 161 072EE000300 0 073 A010300 0.4900 073 A020300 0.4100 073 B000300 0.0000 073 C000300 0.0000 074 A000300 0 074 B000300 2428 074 C000300 0 074 D000300 87763 074 E000300 0 074 F000300 0 074 G000300 0 074 H000300 0 074 I000300 0 074 J000300 1326 074 K000300 0 074 L000300 1495 074 M000300 0 074 N000300 93012 074 O000300 0 074 P000300 146 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 PAGE 23 074 R040300 313 074 S000300 0 074 T000300 92553 074 U010300 5263 074 U020300 378 074 V010300 16.41 074 V020300 16.37 074 W000300 0.0000 074 X000300 2074 074 Y000300 0 075 A000300 0 075 B000300 94610 076 000300 0.00 008 A000401 LOOMIS, SAYLES & COMPANY, L.P. 008 B000401 A 008 C000401 801-170 008 D010401 BOSTON 008 D020401 MA 008 D030401 02111 008 A000402 DELETE 024 000400 N 028 A010400 5905 028 A020400 372 028 A030400 0 028 A040400 7696 028 B010400 2981 028 B020400 163 028 B030400 0 028 B040400 6827 028 C010400 1842 028 C020400 163 028 C030400 0 028 C040400 2240 028 D010400 0 028 D020400 0 028 D030400 0 028 D040400 0 028 E010400 0 028 E020400 0 028 E030400 0 028 E040400 0 028 F010400 0 028 F020400 0 028 F030400 0 028 F040400 0 028 G010400 10728 028 G020400 698 028 G030400 0 028 G040400 16763 028 H000400 1781 029 000400 Y PAGE 24 030 A000400 135 030 B000400 3.00 030 C000400 0.00 031 A000400 9 031 B000400 0 032 000400 126 033 000400 0 034 000400 Y 035 000400 29 036 A000400 N 036 B000400 0 037 000400 N 038 000400 0 039 000400 N 040 000400 Y 041 000400 Y 042 A000400 0 042 B000400 0 042 C000400 100 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 043 000400 454 044 000400 0 045 000400 Y 046 000400 Y 047 000400 Y 048 000400 0.000 048 A010400 200000 048 A020400 0.570 048 B010400 300000 048 B020400 0.545 048 C010400 0 048 C020400 0.000 048 D010400 0 048 D020400 0.000 048 E010400 0 048 E020400 0.000 048 F010400 0 048 F020400 0.000 048 G010400 0 048 G020400 0.000 048 H010400 0 048 H020400 0.000 048 I010400 0 048 I020400 0.000 048 J010400 0 048 J020400 0.000 048 K010400 500000 PAGE 25 048 K020400 0.520 049 000400 N 050 000400 N 051 000400 N 052 000400 N 053 A000400 N 055 A000400 Y 055 B000400 N 056 000400 Y 057 000400 N 058 A000400 N 059 000400 Y 060 A000400 Y 060 B000400 Y 061 000400 2500 062 A000400 Y 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 0.0 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 0.0 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 063 A000400 0 063 B000400 0.0 064 A000400 N 064 B000400 N 066 A000400 N 067 000400 N 068 A000400 N 068 B000400 N 069 000400 N 070 A010400 Y 070 A020400 Y 070 B010400 N 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 N 070 D020400 N 070 E010400 Y PAGE 26 070 E020400 N 070 F010400 N 070 F020400 N 070 G010400 Y 070 G020400 N 070 H010400 N 070 H020400 N 070 I010400 N 070 I020400 N 070 J010400 Y 070 J020400 N 070 K010400 Y 070 K020400 N 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 N 070 N010400 Y 070 N020400 Y 070 O010400 N 070 O020400 N 070 P010400 Y 070 P020400 N 070 Q010400 N 070 Q020400 N 070 R010400 N 070 R020400 N 071 A000400 0 071 B000400 0 071 C000400 0 071 D000400 0 072 A000400 9 072 B000400 5680 072 C000400 0 072 D000400 0 072 E000400 0 072 F000400 587 072 G000400 84 072 H000400 0 072 I000400 183 072 J000400 40 072 K000400 0 072 L000400 31 072 M000400 17 072 N000400 38 072 O000400 0 072 P000400 0 072 Q000400 0 072 R000400 33 072 S000400 10 072 T000400 454 PAGE 27 072 U000400 0 072 V000400 0 072 W000400 10 072 X000400 1487 072 Y000400 0 072 Z000400 4193 072AA000400 0 072BB000400 434 072CC010400 1443 072CC020400 0 072DD010400 3338 072DD020400 855 072EE000400 0 073 A010400 0.0000 073 A020400 0.0000 073 B000400 0.0000 073 C000400 0.0000 074 A000400 0 074 B000400 0 074 C000400 0 074 D000400 0 074 E000400 0 074 F000400 0 074 G000400 0 074 H000400 0 074 I000400 0 074 J000400 0 074 K000400 0 074 L000400 0 074 M000400 0 074 N000400 0 074 O000400 0 074 P000400 0 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 0 074 S000400 0 074 T000400 0 074 U010400 0 074 U020400 0 074 V010400 0.00 074 V020400 0.00 074 W000400 0.0000 074 X000400 0 074 Y000400 0 075 A000400 0 075 B000400 147340 076 000400 0.00 PAGE 28 SIGNATURE PHILIP PREFONTAINE TITLE ASST VICE PRESIDENT EX-99.77B 3 exh77b.txt EXH77B November 21, 2003 To the Board of Trustees and Shareholders of the CDC Nvest Funds Trust II In planning and performing our audit of the financial statements of the Loomis Sayles Core Plus Bond Fund (formerly CDC Nvest Bond Income Fund) and the Loomis Sayles Government Securities Fund (formerly CDC Nvest Government Securities Fund, each a series of CDC Nvest Funds Trust I, (collectively the "Funds") for the period ended September 30, 2003, we considered their internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of the Funds is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with generally accepted accounting principles. Those controls include the safeguarding of assets against unauthorized acquisition, use or disposition. Because of inherent limitations in internal control, errors or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the effectiveness of their design and operation may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of September 30, 2003. This report is intended solely for the information and use of the Board of Trustees, management and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. EX-99.77C 4 exh77c1.txt EXH77C1 SUB ITEM 77C(1) LOOMIS SAYLES HIGH INCOME FUND SHAREHOLDER MEETING. At a special shareholders' meeting held on August 28, 2003, shareholders of the CDC Nvest High Income Fund (the predecessor of Loomis Sayles High Income Fund) voted for the following proposals: 1. To approve a new advisory agreement between Loomis, Sayles & Company, L.P. and CDC Nvest Funds Trust II, on behalf of the CDC Nvest High Income Fund.
VOTED FOR VOTED AGAINST ABSTAINED VOTES BROKER NON-VOTES TOTAL VOTES --------- ------------- --------------- ---------------- ----------- 9,347,768.851 136,950.838 366,192.132 0.0000 9,850,911.821
2.c. To approve and Agreement and Plan of Reorganization for adoption by CDC Nvest High Income Fund, pursuant to which such Fund would reorganize as Loomis Sayles High Income Fund, a series of Loomis Sayles Funds II.
VOTED FOR VOTED AGAINST ABSTAINED VOTES BROKER NON-VOTES TOTAL VOTES --------- ------------- --------------- ---------------- ----------- 5,786,401.893 152,668.978 382,284.950 3,592,56.000 9,850,911.821
EX-99.77C 5 exh77c2.txt EXH77C2 SUB ITEM 77C(2) LOOMIS SAYLES LIMITED TERM U.S. GOVERNMENT FUND SHAREHOLDER MEETING (UNAUDITED). At a special shareholders' meeting held on August 28, 2003, shareholders of the CDC Nvest Limited Term U.S. Government Fund (the predecessor of Loomis Sayles Limited Term U.S. Government Fund) voted for the following proposals: 1. To approve a new advisory agreement between Loomis, Sayles & Company, L.P. and CDC Nvest Funds Trust II, on behalf of the CDC Nvest Limited Term U.S. Government Fund.
VOTED FOR VOTED AGAINST ABSTAINED VOTES BROKER TOTAL VOTES NON-VOTES 9,718,838.524 163,166.700 416,336.819 0.0000 10,298,342.043
2.d. To approve and Agreement and Plan of Reorganization for adoption by CDC Nvest Limited Term U.S. Government Fund, pursuant to which such Fund would reorganize as Loomis Sayles High Income Fund, a series of Loomis Sayles Funds II.
VOTED FOR VOTED AGAINST ABSTAINED VOTES BROKER NON-VOTES TOTAL VOTES --------- ------------- --------------- ---------------- ----------- 7,385,982.070 157,458.785 473,844.188 2,281,057.000 10,298,342.043
EX-99.77Q1 6 item77q1a.txt ITEM77Q1A SUB-ITEM 77 Q1(a) CDC NVEST FUNDS TRUST II Amendment No. 2 to Third Amended and Restated Agreement Declaration of Trust The undersigned, being at least a majority of the Trustees of CDC Nvest Trust II (the "Trust"), having determined it to be consistent with the fair and equitable treatment of all shareholders of the Trust, hereby amend the Trust's Third Amended and Restated Agreement and Declaration of Trust, as amended by Amendment No. 1 thereto (the "Declaration of Trust"), a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, as follows: 1. The first sentence of Section 6 of Article III of the Declaration of Trust is hereby amended to read in its entirety as follows: Without limiting the authority of the Trustees set forth in Section 5, INTER ALIA, to establish and designate any further Series or classes or to modify the rights and preferences of any Series or class, each of the following Series shall be, and is hereby, established and designated as a Multi-Class Series: (1) Loomis Sayles Massachusetts Tax Free Income Fund, and (2) Harris Associates Growth and Income Fund. The foregoing amendment shall be effective as of the time it is filed with the Secretary of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our successors and assigns as of the 22nd day of August, 2003. /S/ GRAHAM T. ALLISON, JR. /S/ RICHARD DARMAN - ---------------------------- ---------------------------------- Graham T. Allison, Jr. Richard Darman /S/ EDWARD A. BENJAMIN /S/ JOHN T. HAILER - ---------------------------- ---------------------------------- Edward A. Benjamin John T. Hailer /S/ ROBERT J. BLANDING /S/ SANDRA O. MOOSE - ---------------------------- ---------------------------------- Robert J. Blanding Sandra O. Moose /S/ DANIEL M. CAIN /S/ JOHN A. SHANE - ---------------------------- ---------------------------------- Daniel M. Cain John A. Shane /S/ PAUL G. CHENAULT /S/ PENDLETON P. WHITE - ---------------------------- ---------------------------------- Paul G. Chenault Pendleton P. White /S/ KENNETH COWAN /S/ PETER VOSS - ---------------------------- ---------------------------------- Kenneth Cowan Peter Voss EX-99.77Q1 7 item77q1ehigh.txt ITEM77Q1EHIGH SUB-ITEM 77 Q1(e)(1) CDC NVEST HIGH INCOME FUND AGREEMENT made as of this 1st day of September, 2003, by and between CDC Nvest Funds Trust II, a Massachusetts business trust (the "Trust"), with respect to its CDC Nvest High Income Fund series (the "Series"), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the "Adviser"). WITNESSETH: WHEREAS, the Trust and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Series; NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows: 1. The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets belonging to the Series and to perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Adviser hereby accepts such employment and agrees, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. In carrying out its obligations to manage the investment and reinvestment of the assets belonging to the Series, the Adviser shall: (a) obtain and evaluate such economic, statistical and financial data and information and undertake such additional investment research as it shall believe necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objective and policies; (b) take such steps as are necessary to implement the investment policies of the Series by purchase and sale of securities, including the placing of orders for such purchase and sale with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser shall always seek best execution (except to the extent permitted by the next sentence hereof), which is to place the Series' portfolio transactions where it can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies, if any, as the Board of Trustees of the Trust may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Series to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Series and to other clients of the Adviser as to which the Adviser exercises investment discretion; and (c) regularly report to the Board of Trustees with respect to the implementation of the investment policies of the Series. 3. All activities in connection with the management of the affairs of the Series undertaken by the Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees, any duly constituted committee thereof or any officer of the Trust acting pursuant to like authority. 4. In addition to performing at its expense the obligations set forth in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own expense or pay the expenses of the Trust for the following: (a) office space in such place or places as may be agreed upon from time to time, and all necessary office supplies, facilities and equipment; (b) necessary executive and other personnel for managing the affairs of the Series (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services and exclusive of any managerial functions described in section 5); and (c) compensation, if any, of Trustees of the Trust who are directors, officers, partners or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser. 5. Except as the Adviser may otherwise agree from time to time, nothing in section 4 hereof shall require the Adviser to bear, or to reimburse the Trust for: (a) any of the costs of printing and distributing the items referred to in subsection (n) of this section 5; (b) any of the costs of preparing, printing and distributing sales literature; (c) compensation of Trustees of the Trust who are not directors, officers, partners or employees of the Adviser or of any affiliated person (other than a registered investment company) of the Adviser; 2 (d) registration, filing and other fees in connection with requirements of regulatory authorities; (e) the charges and expenses of the custodian appointed by the Trust for custodial, paying agent, transfer agent and plan agent services; (f) charges and expenses of independent accountants retained by the Trust; (g) charges and expenses of any transfer agents and registrars appointed by the Trust; (h) brokers' commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party; (i) taxes and fees payable by the Trust to Federal, State or other governmental agencies; (j) any cost of certificates representing shares of the Series; (k) legal fees and expenses in connection with the affairs of the Trust including registering and qualifying its shares with Federal and State regulatory authorities; (l) expenses of meetings of shareholders and Trustees of the Trust; (m) interest, including interest on borrowings by the Trust; (n) the cost of services, including services of counsel, required in connection with the preparation of the Trust's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Trust, and notices and proxy solicitation material furnished to shareholders of the Trust or regulatory authorities; and (o) the Trust's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses. 6. The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby. 7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of 0.70% of the first $200 million of the average daily net assets of the Series and 0.65% over $200 million of such assets, respectively, or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the 3 Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series. 8. If the total of all ordinary business expenses of the Series or the Trust as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Adviser shall pay any such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Trust shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Trust or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Trust or the Series, as the case may be. 9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a partner, shareholder, director, officer, employee or agent of, or be otherwise interested in, the Adviser, any affiliated person of the Adviser, any organization in which the Adviser may have an interest or any organization which may have an interest in the Adviser; that the Adviser, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Partnership Agreement of the Adviser, respectively, or by specific provisions of applicable law. 10. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days' written notice to the Adviser either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series; (c) this Agreement shall automatically terminate in the event of its assignment; (d) this Agreement may be terminated by the Adviser on ninety days' written notice to the Trust; 4 (e) if the Adviser requires the Trust or the Series to change its name so as to eliminate all references to the words "Loomis" or "Sayles," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this section 10 shall be without payment of any penalty. 11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Trust shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purposes of voting on such approval. 12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940 and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Trust's Agreement and Declaration of Trust and By-Laws as amended from time to time. 13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser shall not be subject to any liability to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CDC NVEST FUNDS TRUST II, on behalf of its CDC Nvest High Income Fund By: /s/John T. Hailer Name: John T. Hailer Title: President LOOMIS, SAYLES & COMPANY, L.P. By: LOOMIS, SAYLES & COMPANY, INC., its general partner By: /s/Kevin Charleston Name: Kevin Charleston Title: Director A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust's CDC Nvest High Income Fund series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series. EX-99.77Q1 8 item77q1eltd.txt ITEM77Q1ELTD SUB-ITEM 77Q1(e)(2) CDC NVEST LIMITED TERM U.S. GOVERNMENT FUND AGREEMENT made as of this 1st day of September, 2003, by and between CDC Nvest Funds Trust II, a Massachusetts business trust (the "Trust"), with respect to its CDC Nvest Limited Term U.S. Government Fund series (the "Series"), and Loomis, Sayles & Company, L.P., a Delaware limited partnership (the "Adviser"). WITNESSETH: WHEREAS, the Trust and the Adviser wish to enter into an agreement setting forth the terms upon which the Adviser will perform certain services for the Series; NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows: 1. The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets belonging to the Series and to perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Adviser hereby accepts such employment and agrees, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. In carrying out its obligations to manage the investment and reinvestment of the assets belonging to the Series, the Adviser shall: (a) obtain and evaluate such economic, statistical and financial data and information and undertake such additional investment research as it shall believe necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objective and policies; (b) take such steps as are necessary to implement the investment policies of the Series by purchase and sale of securities, including the placing of orders for such purchase and sale with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser shall always seek best execution (except to the extent permitted by the next sentence hereof), which is to place the Series' portfolio transactions where it can obtain the most favorable combination of price and execution services in particular transactions or provided on a continuing basis by a broker or dealer, and to deal directly with a principal market maker in connection with over-the-counter transactions, except when it is believed that best execution is obtainable elsewhere. Subject to such policies, if any, as the Board of Trustees of the Trust may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused the Series to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Series and to other clients of the Adviser as to which the Adviser exercises investment discretion; and (c) regularly report to the Board of Trustees with respect to the implementation of the investment policies of the Series. 3. All activities in connection with the management of the affairs of the Series undertaken by the Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees, any duly constituted committee thereof or any officer of the Trust acting pursuant to like authority. 4. In addition to performing at its expense the obligations set forth in section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own expense or pay the expenses of the Trust for the following: (a) office space in such place or places as may be agreed upon from time to time, and all necessary office supplies, facilities and equipment; (b) necessary executive and other personnel for managing the affairs of the Series (exclusive of those related to and to be performed under contract for custodial, transfer, dividend and plan agency services by the entity or entities selected to perform such services and exclusive of any managerial functions described in section 5); and (c) compensation, if any, of Trustees of the Trust who are directors, officers, partners or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser. 5. Except as the Adviser may otherwise agree from time to time, nothing in section 4 hereof shall require the Adviser to bear, or to reimburse the Trust for: (a) any of the costs of printing and distributing the items referred to in subsection (n) of this section 5; (b) any of the costs of preparing, printing and distributing sales literature; (c) compensation of Trustees of the Trust who are not directors, officers, partners or employees of the Adviser or of any affiliated person (other than a registered investment company) of the Adviser; 2 (d) registration, filing and other fees in connection with requirements of regulatory authorities; (e) the charges and expenses of the custodian appointed by the Trust for custodial, paying agent, transfer agent and plan agent services; (f) charges and expenses of independent accountants retained by the Trust; (g) charges and expenses of any transfer agents and registrars appointed by the Trust; (h) brokers' commissions and issue and transfer taxes chargeable to the Trust in connection with securities transactions to which the Trust is a party; (i) taxes and fees payable by the Trust to Federal, State or other governmental agencies; (j) any cost of certificates representing shares of the Series; (k) legal fees and expenses in connection with the affairs of the Trust including registering and qualifying its shares with Federal and State regulatory authorities; (l) expenses of meetings of shareholders and Trustees of the Trust; (m) interest, including interest on borrowings by the Trust; (n) the cost of services, including services of counsel, required in connection with the preparation of the Trust's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Trust, and notices and proxy solicitation material furnished to shareholders of the Trust or regulatory authorities; and (o) the Trust's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses. 6. The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby. 7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of 0.570% of the first $200 million of the average daily net assets of the Series, 0.545% of the next $300 million of the average daily net assets of the Series and 0.520% of such assets in excess of $500 million, respectively, or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the 3 Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series. 8. If the total of all ordinary business expenses of the Series or the Trust as a whole (including investment advisory fees but excluding taxes and portfolio brokerage commissions) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Adviser shall pay any such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Trust shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Trust or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Trust or the Series, as the case may be. 9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a partner, shareholder, director, officer, employee or agent of, or be otherwise interested in, the Adviser, any affiliated person of the Adviser, any organization in which the Adviser may have an interest or any organization which may have an interest in the Adviser; that the Adviser, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and the Partnership Agreement of the Adviser, respectively, or by specific provisions of applicable law. 10. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval; (b) this Agreement may at any time be terminated on sixty days' written notice to the Adviser either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Series; (c) this Agreement shall automatically terminate in the event of its assignment; (d) this Agreement may be terminated by the Adviser on ninety days' written notice to the Trust; 4 (e) if the Adviser requires the Trust or the Series to change its name so as to eliminate all references to the words "Loomis" or "Sayles," then this Agreement shall automatically terminate at the time of such change unless the continuance of this Agreement after such change shall have been specifically approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. Termination of this Agreement pursuant to this section 10 shall be without payment of any penalty. 11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Trust shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purposes of voting on such approval. 12. For the purposes of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940 and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Trust's Agreement and Declaration of Trust and By-Laws as amended from time to time. 13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser shall not be subject to any liability to the Trust, to any shareholder of the Trust or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CDC NVEST FUNDS TRUST II, on behalf of its CDC Nvest Limited Term U.S. Government Fund By: /s/John T. Hailer Name: John T. Hailer Title: President LOOMIS, SAYLES & COMPANY, L.P. By: LOOMIS, SAYLES & COMPANY, INC., its general partner By: /s/Kevin Charleston Name: Kevin Charleston Title: Director A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust's CDC Nvest Limited Term U.S. Government Fund series on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series. EX-99.77Q1 9 item77q1emass.txt ITEM77Q1EMASS Sub Item 77Q1(e) CDC NVEST MASSACHUSETTS TAX FREE INCOME FUND ADVISORY AGREEMENT AGREEMENT made the 1st day of September 2003, by and between CDC NVEST TRUST II, a Massachusetts business trust (the "Fund"), with respect to its CDC NVEST MASSACHUSETTS TAX FREE INCOME FUND series (the "Series"), and LOOMIS, SAYLES & COMPANY, L.P., a Delaware limited partnership (the "Manager"). WITNESSETH: WHEREAS, the Fund and the Manager wish to enter into an agreement setting forth the terms upon which the Manager (or certain other parties acting pursuant to delegation from the Manager) will perform certain services for the Series; NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows: 1. (a) The Fund hereby employs the Manager to furnish the Fund with Portfolio Management Services (as defined in Section 2 hereof), subject to the authority of the Manager to delegate any or all of its responsibilities hereunder to other parties as provided in Section 1(b) hereof. The Manager hereby accepts such employment and agrees, at its own expense, to furnish such services (either directly or pursuant to delegation to other parties as permitted by Section 1(b) hereof) and to assume the obligations herein set forth, for the compensation herein provided; provided, however, that the Manager shall have no obligation to pay the fees of any Sub-Adviser (as defined in Section 1(b) hereof), to the extent that the Fund has agreed, in writing to pay such fees. The Manager shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. (b) The Manager may delegate any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services (and assumption of related expenses) to one or more other parties (each such party, a "Sub-Adviser"), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the Investment Company Act of 1940 and the rules thereunder (the "1940 Act") applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the trustees of the Fund and the shareholders of the Series), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need not) be affiliated with the Manager. If different Sub-Advisers are engaged to provide Portfolio Management Services with respect to different segments of the portfolio of the Series, the Manager shall determine, in the manner described in the prospectus of the Series from time to time in effect, what portion of the assets belonging to the Series shall be managed by each Sub-Adviser. 2. As used in this Agreement, "Portfolio Management Services" means management of the investment and reinvestment of the assets belonging to the Series, consisting specifically of the following: (a) obtaining and evaluating such economic, statistical and financial data and information and undertaking such additional investment research as shall be necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series' investment objectives and policies; (b) taking such steps as are necessary to implement the investment policies of the Series by purchasing and selling of securities, including the placing of orders for such purchase and sale; and (c) regularly reporting to the Board of Trustees of the Fund with respect to the implementation of the investment policies of the Series. 3. [RESERVED] 4. Nothing in section 3 hereof shall require the Manager to bear, or to reimburse the Fund for: (a) any of the costs of printing and mailing the items referred to in sub-section (n) of this section 4; (b) any of the costs of preparing, printing and distributing sales literature; (c) compensation of trustees of the Fund who are not directors, officers or employees of the Manager, any Sub-Adviser or any administrator or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or any administrator; (d) registration, filing and other fees in connection with requirements of regulatory authorities; (e) the charges and expenses of any entity appointed by the Fund for custodial, paying agent, shareholder servicing and plan agent services; (f) charges and expenses of independent accountants retained by the Fund; (g) charges and expenses of any transfer agents and registrars appointed by the Fund; 2 (h) brokers' commissions and issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund is a party; (i) taxes and fees payable by the Fund to federal, state or other governmental agencies; (j) any cost of certificates representing shares of the Fund; (k) legal fees and expenses in connection with the affairs of the Fund, including registering and qualifying its shares with Federal and State regulatory authorities; (l) expenses of meetings of shareholders and trustees of the Fund; (m) interest, including interest on borrowings by the Fund; (n) the costs of services, including services of counsel, required in connection with the preparation of the Fund's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Fund, and notices and proxy solicitation material furnished to shareholders of the Fund or regulatory authorities; and (o) the Fund's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses. 5. All activities undertaken by the Manager or any Sub-Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees of the Fund, any duly constituted committee thereof or any officer of the Fund acting pursuant to like authority. 6. The services to be provided by the Manager and any Sub-Adviser hereunder are not to be deemed exclusive and the Manager and any Sub-Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby. 7. As full compensation for all services rendered, facilities furnished and expenses borne by the Manager hereunder, the Fund shall pay the Manager compensation in an amount equal to the annual rate of 0.30% of the first $100 million of the average daily net assets of the Series and 0.25% of such assets in excess of $100 million (or such lesser amount as the Manager may from time to time agree to receive) minus (y) any fees payable by the Fund, with respect to the period in question, to any one or more Sub-Advisers pursuant to any agreements in effect with respect to such period. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Fund may from time to time determine and specify in writing to the Manager. The Manager hereby acknowledges that the 3 Fund's obligation to pay such compensation is binding only on the assets and property belonging to the Series. 8. If the total of all ordinary business expenses of the Fund as a whole (including investment advisory fees but excluding interest, taxes, portfolio brokerage commissions, distribution-related expenses and extraordinary expenses) for any fiscal year exceeds the lowest applicable percentage of average net assets or income limitations prescribed by any state in which shares of the Series are qualified for sale, the Manager shall pay such excess. Solely for purposes of applying such limitations in accordance with the foregoing sentence, the Series and the Fund shall each be deemed to be a separate fund subject to such limitations. Should the applicable state limitation provisions fail to specify how the average net assets of the Fund or belonging to the Series are to be calculated, that figure shall be calculated by reference to the average daily net assets of the Fund or the Series, as the case may be. 9. It is understood that any of the shareholders, trustees, officers, employees and agents of the Fund may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Manager, any affiliated person of the Manager, any organization in which the Manager may have an interest or any organization which may have an interest in the Manager; that the Manager, any such affiliated person or any such organization may have an interest in the Fund; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Fund, the partnership agreement of the Manager or specific provisions of applicable law. 10. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the trustees of the Fund who are not interested persons of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on, such approval; (b) this Agreement may at any time be terminated on sixty days' written notice to the Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Series; (c) this Agreement shall automatically terminate in the event of its assignment; (d) this Agreement may be terminated by the Manager on ninety days' written notice to the Fund; Termination of this Agreement pursuant to this Section 10 shall be without the payment of any penalty. 4 11. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the trustees of the Fund who are not interested persons of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. 12. For the purpose of this Agreement, the terms "vote of a majority of the outstanding voting securities," "interested person," "affiliated person" and "assignment" shall have their respective meanings defined in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the 1940 Act. References in this Agreement to any assets, property or liabilities "belonging to" the Series shall have the meaning defined in the Fund's Agreement and Declaration of Trust as amended from time to time. 13. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund, to any shareholder of the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. 14. In accordance with Regulation S-P, if non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CDC NVEST TRUST II on behalf of its CDC Nvest Massachusetts Tax Free Income Fund series By: /s/JOHN T. HAILER Name: John T. Hailer Title:President and Chief Executive Officer LOOMIS, SAYLES & COMPANY, L.P. By Loomis, Sayles & Company, Inc., its general partner 5 By: /s/KEVIN P. CHARLESTON Name: Kevin P. Charleston Title: Director 6 NOTICE A copy of the Agreement and Declaration of Trust establishing CDC Nvest Funds Trust II (the "Fund") is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Fund's CDC Nvest Massachusetts Tax Free Income Fund series (the "Series") on behalf of the Fund by officers of the Fund as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series. EX-99.77Q3 10 item77q3.txt ITEM77Q3 CDC NVEST CASH MANAGEMENT TRUST CDC NVEST COMPANIES TRUST I CDC NVEST FUNDS TRUST I CDC NVEST FUNDS TRUST II CDC NVEST FUNDS TRUST III CDC NVEST TAX EXEMPT MONEY MARKET TRUST 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 September, 2003 Each series of CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I, CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Tax Exempt Money Market Trust, 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; and (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. 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. CDC Nvest Cash Management Trust and CDC Nvest Tax Exempt Money Market Trust (the "Money Market Funds") in certain instances are 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. Class C shares are offered at a public offering price that is 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 described in the Funds' prospectuses as from time to time in effect). The sales charges on Class C 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. Prior to December 1, 2000, Class C shares were 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 Fund's 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. 1 Class B, Class Y, Admin Class, Retail Class and Institutional Class shares are offered at their NAV, without an initial sales charge. For Money Market Funds, Class A and Class C shares 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. For Money Market Funds, Class A, Class B and Class C shares 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, with the exception that the Class A shares of Loomis Sayles Massachusetts Tax Free Income Fund and Loomis Sayles Limited Term U. S. Government Fund pay, pursuant to the 12b-1 Plans, a distribution fee of up to .10% per annum of the average daily net assets of such Fund attributable to Class A shares (which percentage may be less for either such Fund, as described in the Funds' registration statements as from time to time in effect). 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). 2 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. For Money Market Funds, Class A, Class B and Class C shares 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 holder's participation in the wrap fee program and at the discretion of the broker-dealer, be converted to Class A shares of the same Fund. Class A, Class C, Class Y, Class J, Admin Class, Institutional Class or Retail 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 holder's 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 Funds, 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 a Money Market Fund. If 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 a 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 Funds 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 holder's 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 holder's 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 a 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 a Money Market Fund. If 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 3 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 a 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 a 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 Fund's shares that were exchanged for Class B shares of a Money Market Fund is included, but the holding period of the Class B shares of a 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 holder's option and subject to minimum investment requirements, for Class C shares of any other Fund that offers Class C shares, without payment of a sales charge or CDSC. The holding period for determining any CDSC will include the holding period of the shares exchanged. Class C shares may also be exchanged for Class C shares of a Money Market Fund if available, 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 other than a Money Market Fund. If 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 in accounts of a Money Market Fund established prior to December 1, 2000 or that have previously been subject to a sales charge 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 may exchange into Class C shares of a Fund subject to the Fund's 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 holder's 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 holder's 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 a 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 holder's 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 CDC Nvest Cash Management Trust. 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 holder's 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 a 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 holder's 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 CDC Nvest Cash Management Trust. 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 4 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 Trust's 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: o 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 o Expenses incurred by a Fund not attributable to any particular class of the Fund's shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund's 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. 5 -----END PRIVACY-ENHANCED MESSAGE-----