-----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, MylZykYaVBvGtdMW30Vie9nllsYdl6jrirUTJGP2HWbFaTRpZlFzm71Cdk+dhbyZ 3NcpActK0fmPeHUWbOtxDQ== 0001127563-05-000231.txt : 20050826 0001127563-05-000231.hdr.sgml : 20050826 20050826112738 ACCESSION NUMBER: 0001127563-05-000231 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050826 EFFECTIVENESS DATE: 20050826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IXIS Advisor Funds Trust II CENTRAL INDEX KEY: 0000052136 IRS NUMBER: 041990692 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-00242 FILM NUMBER: 051050674 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 8003997788 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: CDC NVEST FUNDS TRUST II DATE OF NAME CHANGE: 20010503 FORMER COMPANY: FORMER CONFORMED NAME: NVEST FUNDS TRUST II DATE OF NAME CHANGE: 20000202 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND FUNDS TRUST II DATE OF NAME CHANGE: 19940615 NSAR-A 1 funds2answer.fil PAGE 1 000 A000000 06/30/2005 000 C000000 0000052136 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 IXIS ADVISOR FUNDS TRUST II 001 B000000 811-242 001 C000000 6174492809 002 A000000 399 BOYLSTON STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02116 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 1 007 C010100 1 007 C020100 HARRIS ASSOCIATES LARGE CAP VALUE FUND 007 C030100 N 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 010 A00AA01 IXIS ASSET MANAGEMENT ADVISORS, L.P. 010 B00AA01 84-5731 010 C01AA01 BOSTON 010 C02AA01 MA 010 C03AA01 02116 011 A00AA01 IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P. 011 B00AA01 8-46325 011 C01AA01 BOSTON 011 C02AA01 MA 011 C03AA01 02116 012 A00AA01 IXIS ASSET MANAGEMENT SERVICES COMPANY 012 B00AA01 84-5731 012 C01AA01 BOSTON 012 C02AA01 MA 012 C03AA01 02116 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON PAGE 2 013 B02AA01 MA 013 B03AA01 02110 014 A00AA01 AEW SECURITIES, L.P. 014 B00AA01 8-45099 014 A00AA02 BANQUE DE LA REUNION 014 B00AA02 8-xxxxx 014 A00AA03 BANQUE DE NOUVELLE CALEDONIE 014 B00AA03 8-xxxxx 014 A00AA04 BANQUE DES ANTILLES FRANCAISES 014 B00AA04 8-xxxxx 014 A00AA05 BANQUE DES ILES SAINT-PIERRE ET MIQUELON 014 B00AA05 8-xxxxx 014 A00AA06 BANQUE DE TAHITI 014 B00AA06 8-xxxxx 014 A00AA07 BANQUE INTERNATIONALE DES MASCAREIGNES 014 B00AA07 8-xxxxx 014 A00AA08 BANQUE SAN PAOLO 014 B00AA08 8-xxxxx 014 A00AA09 CAISSE DES DEPOTS ET CONSIGNATIONS 014 B00AA09 8-xxxxx 014 A00AA10 IXIS SECURITIES NORTH AMERICA, INC. 014 B00AA10 8-xxxxx 014 A00AA11 CAISSE NATIONALE DES CAISSES D'EPARGNE 014 B00AA11 8-xxxxx 014 A00AA12 IXIS COMMERICIAL PAPER CORP. 014 B00AA12 8-xxxxx 014 A00AA13 IXIS DERIVATIVES INC. 014 B00AA13 8-53212 014 A00AA14 IXIS FINANCIAL PRODUCTS INC. 014 B00AA14 8-xxxxx 014 A00AA15 IXIS FUNDING CORP. 014 B00AA15 8-xxxxx 014 A00AA16 IXIS ASSET MANAGEMENT 014 B00AA16 8-xxxxx 014 A00AA17 IXIS ASSET MANAGEMENT AUSTRALIA LTD. 014 B00AA17 8-xxxxx 014 A00AA18 IXIS ASSET MANAGEMENT DISTRIBUTORS, L.P. 014 B00AA18 8-xxxxx 014 A00AA19 IXIS CORPORATE & INVESTMENT BANK 014 B00AA19 8-xxxxx 014 A00AA20 IXIS INVESTMENT SERVICES JAPAN, LTD. 014 B00AA20 8-xxxxx 014 A00AA21 IXIS MID CAPS 014 B00AA21 8-xxxxx 014 A00AA22 IXIS SECURITIES 014 B00AA22 8-xxxxx 014 A00AA23 IXIS REAL ESTATE CAPITAL INC. 014 B00AA23 8-xxxxx 014 A00AA24 IXIS MUNICIPAL PRODUCTS INC. 014 B00AA24 8-xxxxx 014 A00AA25 BANCO IXIS URQUIJO PAGE 3 014 B00AA25 8-xxxxx 014 A00AA26 CREDIT FONCIER BANQUE 014 B00AA26 8-xxxxx 014 A00AA27 CREDIT FONCIER DE FRANCE 014 B00AA27 8-xxxxx 014 A00AA28 CREDIT SAINT PIERRAIS 014 B00AA28 8-xxxxx 014 A00AA29 EURO EMETTEURS FINANCE 014 B00AA29 8-xxxxx 014 A00AA30 GERER INTERMEDIATION 014 B00AA30 8-xxxxx 014 A00AA31 GESTITRES 014 B00AA31 8-xxxxx 014 A00AA32 HARRIS ASSOCIATES SECURITIES, L.P. 014 B00AA32 8-49575 014 A00AA33 LOOMIS, SAYLES DISTRIBUTORS, L.P. 014 B00AA33 8-43429 014 A00AA34 MARTIGNAC FINANCE 014 B00AA34 8-xxxxx 014 A00AA35 NEXGEN CAPITAL LTD. 014 B00AA35 8-xxxxx 014 A00AA36 NEXGEN FINANCIAL SOLUTIONS LTD 014 B00AA36 8-xxxxx 014 A00AA37 NEXGEN FINANCIAL SOLUTIONS (ASIA) PTE LTD 014 B00AA37 8-xxxxx 014 A00AA38 REICH & TANG DISTRIBUTORS, INC. 014 B00AA38 8-150551 014 A00AA39 VEGA FINANCE 014 B00AA39 8-xxxxx 014 A00AA40 HANSBERGER GROUP, INC. 014 B00AA40 8-xxxxx 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 AG 015 B00AA04 S 015 C01AA04 VIENNA 015 D01AA04 AUSTRIA PAGE 4 015 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 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, N.A. 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 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 DELETE 015 A00AA15 CITIBANK, N.A. 015 B00AA15 S 015 C01AA15 CAIRO 015 D01AA15 EGYPT PAGE 5 015 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 GREECE 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 HUNGARY RT 015 B00AA21 S 015 C01AA21 BUDAPEST 015 D01AA21 HUNGARY 015 E04AA21 X 015 A00AA22 ARION CUSTODY SERVICES 015 B00AA22 S 015 C01AA22 REYKJAVIK 015 D01AA22 ICELAND 015 E04AA22 X 015 A00AA23 STANDARD CHARTERED BANK 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 PAGE 6 015 A00AA26 BANK HAPOALIM B.M. 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 DELETE 015 A00AA30 STANDARD CHARTERED BANK MALAYSIA BERHAD 015 B00AA30 S 015 C01AA30 KUALA LUMPUR 015 D01AA30 MALAYSIA 015 E04AA30 X 015 A00AA31 HSBC 015 B00AA31 S 015 C01AA31 PORT LOUIS 015 D01AA31 MAURITIUS 015 E04AA31 X 015 A00AA32 DELETE 015 A00AA33 CITIBANK - MAGHREB 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 LIMITED 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 PAGE 7 015 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 SA 015 B00AA40 S 015 C01AA40 WARSAW 015 D01AA40 POLAND 015 E04AA40 X 015 A00AA41 CITIBANK PORTUGAL S.A. 015 B00AA41 S 015 C01AA41 LISBON 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 ROMANIA SA 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 THE STANDARD BANK OF SOUTH AFRICA LTD. 015 B00AA47 S 015 C01AA47 JOHANNESBURG 015 D01AA47 SOUTH AFRICA 015 E04AA47 X PAGE 8 015 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 LTD. 015 B00AA51 S 015 C01AA51 ZURICH 015 D01AA51 SWITZERLAND 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 BANK PLC 015 B00AA55 S 015 C01AA55 LONDON 015 D01AA55 UNITED KINGDOM 015 E04AA55 X 015 A00AA56 BANKBOSTON 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 DELETE PAGE 9 015 A00AA59 COMMERCIAL BANK BIOCHIM 015 B00AA59 S 015 C01AA59 SOFIA 015 D01AA59 BULGARIA 015 E04AA59 X 015 A00AA60 HVB BANK CROATIA 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 015 A00AA62 BARCLAYS BANK OF BOTSWANA LTD. 015 B00AA62 S 015 C01AA62 GABORONE 015 D01AA62 BOTSWANA 015 E04AA62 X 015 A00AA63 EUROCLEAR 015 B00AA63 S 015 C01AA63 LUXEMBOURG 015 D01AA63 LUXEMBOURG 015 E04AA63 X 015 A00AA64 BANKBOSTON 015 B00AA64 S 015 C01AA64 PANAMA CITY 015 D01AA64 PANAMA 015 E04AA64 X 015 A00AA65 DELETE 015 A00AA66 CITIBANK, N.A. 015 B00AA66 S 015 C01AA66 SAO PAULO 015 D01AA66 BRAZIL 015 E04AA66 X 015 A00AA67 HSBC 015 B00AA67 S 015 C01AA67 MUMBAI 015 D01AA67 INDIA 015 E04AA67 X 015 A00AA68 HSBC 015 B00AA68 S 015 C01AA68 AMMAN 015 D01AA68 JORDAN 015 E04AA68 X 015 A00AA69 BANAMEX 015 B00AA69 S 015 C01AA69 MEXICO CITY 015 D01AA69 MEXICO 015 E04AA69 X PAGE 10 015 A00AA70 BANK ONE N.A. 015 B00AA70 S 015 C01AA70 LONDON 015 D01AA70 UNITED KINGDOM 015 E04AA70 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 36 019 C00AA00 IXISLOOMIS 020 A000001 GOLDMAN SACHS & CO. 020 B000001 13-5108880 020 C000001 28 020 A000002 LEHMAN BROTHERS, INC. 020 B000002 13-2518466 020 C000002 23 020 A000003 MERRILL LYNCH & CO., INC. 020 B000003 13-5674085 020 C000003 17 020 A000004 CREDIT SUISSE FIRST BOSTON CORP. 020 B000004 13-5659485 020 C000004 12 020 A000005 BEAR STEARNS & CO., INC. 020 B000005 39-1939036 020 C000005 11 020 A000006 CITIGROUP, INC. 020 B000006 11-2418191 020 C000006 10 020 A000007 SANFORD BERNSTEIN & CO. 020 B000007 12-4132953 020 C000007 7 020 A000008 BANK OF AMERICA CORP. 020 B000008 56-2058405 020 C000008 7 020 A000009 UBS AG 020 B000009 13-3873456 020 C000009 7 020 A000010 MORGAN STANELY & CO., INC. 020 B000010 13-2655998 020 C000010 6 021 000000 160 022 A000001 INVESTORS BANK & TRUST CO. 022 B000001 04-2447211 022 C000001 3932288 022 D000001 0 022 C000002 0 022 D000002 0 022 C000003 0 022 D000003 0 022 C000004 0 022 D000004 0 022 C000005 0 PAGE 11 022 D000005 0 022 C000006 0 022 D000006 0 022 C000007 0 022 D000007 0 022 C000008 0 022 D000008 0 022 C000009 0 022 D000009 0 022 C000010 0 022 D000010 0 023 C000000 3932288 023 D000000 0 026 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 N 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 N 054 O00AA00 N 077 A000000 Y 077 B000000 N 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N PAGE 12 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 008 A000101 IXIS ASSET MANAGEMENT ADVISORS, L.P. 008 B000101 A 008 C000101 801-48408 008 D010101 BOSTON 008 D020101 MA 008 D030101 02116 008 A000102 HARRIS ASSOCIATES L.P. 008 B000102 S 008 C000102 801-50333 008 D010102 CHICAGO 008 D020102 IL 008 D030102 60602 024 000100 Y 025 A000101 CITIGROUP, INC. 025 B000101 11-2418191 025 C000101 E 025 D000101 9191 025 A000102 MORGAN STANLEY & CO., INC. 025 B000102 13-2655998 025 C000102 E 025 D000102 4066 025 A000103 GOLDMAN SACHS & CO. 025 B000103 13-5108880 025 C000103 D 025 D000103 796 025 D000104 0 025 D000105 0 PAGE 13 025 D000106 0 025 D000107 0 025 D000108 0 028 A010100 1812 028 A020100 0 028 A030100 0 028 A040100 5724 028 B010100 2400 028 B020100 0 028 B030100 0 028 B040100 5561 028 C010100 2498 028 C020100 0 028 C030100 0 028 C040100 6770 028 D010100 2059 028 D020100 0 028 D030100 0 028 D040100 6564 028 E010100 1920 028 E020100 0 028 E030100 0 028 E040100 6859 028 F010100 1534 028 F020100 293 028 F030100 0 028 F040100 7712 028 G010100 12223 028 G020100 293 028 G030100 0 028 G040100 39190 028 H000100 1248 029 000100 Y 030 A000100 47 030 B000100 5.75 030 C000100 0.00 031 A000100 7 031 B000100 0 032 000100 40 033 000100 0 034 000100 Y 035 000100 65 036 A000100 N 036 B000100 0 037 000100 N 038 000100 0 039 000100 N 040 000100 Y 041 000100 Y 042 A000100 0 042 B000100 0 PAGE 14 042 C000100 100 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 043 000100 745 044 000100 0 045 000100 Y 046 000100 Y 047 000100 Y 048 000100 0.000 048 A010100 200000 048 A020100 0.700 048 B010100 300000 048 B020100 0.650 048 C010100 0 048 C020100 0.000 048 D010100 0 048 D020100 0.000 048 E010100 0 048 E020100 0.000 048 F010100 0 048 F020100 0.000 048 G010100 0 048 G020100 0.000 048 H010100 0 048 H020100 0.000 048 I010100 0 048 I020100 0.000 048 J010100 0 048 J020100 0.000 048 K010100 500000 048 K020100 0.600 049 000100 N 050 000100 N 051 000100 N 052 000100 N 053 A000100 Y 053 B000100 Y 053 C000100 N 055 A000100 N 055 B000100 N 056 000100 Y 057 000100 N 058 A000100 N 059 000100 Y 060 A000100 Y 060 B000100 Y 061 000100 2500 062 A000100 N PAGE 15 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 0.0 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.0 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 066 A000100 Y 066 B000100 N 066 C000100 N 066 D000100 N 066 E000100 Y 066 F000100 N 066 G000100 N 067 000100 N 068 A000100 N 068 B000100 N 069 000100 N 070 A010100 Y 070 A020100 Y 070 B010100 Y 070 B020100 N 070 C010100 Y 070 C020100 N 070 D010100 Y 070 D020100 N 070 E010100 Y 070 E020100 N 070 F010100 Y 070 F020100 N 070 G010100 Y 070 G020100 N 070 H010100 Y 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 N 070 K010100 Y 070 K020100 N 070 L010100 Y PAGE 16 070 L020100 Y 070 M010100 Y 070 M020100 N 070 N010100 Y 070 N020100 Y 070 O010100 N 070 O020100 N 070 P010100 Y 070 P020100 N 070 Q010100 N 070 Q020100 N 070 R010100 N 070 R020100 N 071 A000100 60204 071 B000100 82452 071 C000100 315212 071 D000100 19 072 A000100 6 072 B000100 74 072 C000100 2508 072 D000100 0 072 E000100 33 072 F000100 1096 072 G000100 107 072 H000100 0 072 I000100 510 072 J000100 33 072 K000100 0 072 L000100 43 072 M000100 22 072 N000100 29 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 12 072 S000100 11 072 T000100 745 072 U000100 0 072 V000100 0 072 W000100 19 072 X000100 2627 072 Y000100 192 072 Z000100 180 072AA000100 13989 072BB000100 0 072CC010100 0 072CC020100 27625 072DD010100 231 072DD020100 127 072EE000100 0 073 A010100 0.0000 PAGE 17 073 A020100 0.0000 073 B000100 0.0000 073 C000100 0.0000 074 A000100 1 074 B000100 2094 074 C000100 25326 074 D000100 0 074 E000100 0 074 F000100 301701 074 G000100 0 074 H000100 0 074 I000100 0 074 J000100 8476 074 K000100 0 074 L000100 411 074 M000100 2 074 N000100 338011 074 O000100 5367 074 P000100 167 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 26162 074 S000100 0 074 T000100 306315 074 U010100 15695 074 U020100 8570 074 V010100 0.00 074 V020100 0.00 074 W000100 0.0000 074 X000100 25153 074 Y000100 25326 075 A000100 0 075 B000100 324795 076 000100 0.00 SIGNATURE JOHN SGROI TITLE VICE PRESIDENT EX-99.77Q1 2 nsar277c.txt Exhibit 77C IXIS ADVISOR FUNDS TRUST II (THE "TRUST") ON BEHALF OF HARRIS ASSOCIATES LARGE CAP VALUE FUND AND LOOMIS SAYLES MASSACHUSETTS TAX FREE INCOME FUND SPECIAL SHAREHOLDER MEETING JUNE 2, 2005 BALLOT 1. ELECTION OF TRUSTEES VOTED: To elect the nominees listed below as Trustees of the Trust, as described in the Proxy Statement of the Trust dated April 6, 2005, to hold office until their respective successors have been duly elected and qualified or until their earlier resignation or removal. (All Funds voting together by Trust)
FOR AGAINST ------------------ ----------------- ------------------ ----------------- (01) Graham T. Allison, Jr. X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,764,239.374 514,958.204 ------------------ ----------------- ------------------ ----------------- (02) Edward A. Benjamin X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,770,172.406 509,025.172 ------------------ ----------------- ------------------ ----------------- (03) Daniel M. Cain X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,772,091.712 507,105.866 ------------------ ----------------- ------------------ ----------------- (04) Paul G. Chenault X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,749,975.557 529,222.021 ------------------ ----------------- ------------------ ----------------- (05) Kenneth J. Cowan X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,758,192.528 521,005.050 ------------------ ----------------- ------------------ ----------------- (06) Richard Darman X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,761,355.077 517,842.501 ------------------ ----------------- ------------------ ----------------- (07) Sandra O. Moose X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,783,421.156 495,776.422 ------------------ ----------------- ------------------ ----------------- (08) John A. Shane X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,758,852.839 520,344.739 ------------------ ----------------- ------------------ ----------------- (09) Charles D. Baker X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,746,708.764 532,488.814 ------------------ ----------------- ------------------ ----------------- (10) Cynthia L. Walker X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,774,049.885 505,147.693 ------------------ ----------------- ------------------ ----------------- (11) Robert J. Blanding X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,771,113.391 508,084.187 ------------------ ----------------- ------------------ ----------------- (12) John T. Hailer X X ------------------ ----------------- ------------------ ----------------- NUMBER OF VOTES: 22,773,708.397 505,489.181 (Continued on next page)
2 APPROVAL OF AN AMENDED AND RESTATED DECLARATION OF TRUST FOR EACH OF THE TRUSTS VOTED: To approve an Amended and Restated Agreement and Declaration of Trust for the Trust in the form submitted to the shareholders of the Trust as Appendix B to the Trust's Proxy Statement, dated April 6, 2005 (the "Proxy Statement"), as proposed and described in the Proxy Statement.
FOR AGAINST ABSTAIN ----------------- ---------------- ---------------- ----------------- ---------------- ---------------- X X X ----------------- ---------------- ---------------- ----------------- ---------------- ---------------- NUMBER OF VOTES: 16,078,256.237 402,230.847 539,405.494
IXIS ADVISOR FUNDS TRUST II - ----------------------------------- NAME IN WHICH SHARES ARE REGISTERED On record at Alamo Direct SIGNATURE OF SHAREHOLDER OR PROXY - ----------------------------------- EX-99.77Q1 3 nsar277q1ai.txt Exhibit 77Q(1)(a)(i) AMENDED AND RESTATED BY-LAWS OF IXIS ADVISOR FUNDS TRUST II (June 2, 2005) ARTICLE 1 AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE 1.1 AGREEMENT AND DECLARATION OF TRUST. These Amended and Restated By-Laws shall be subject to the Fourth Amended and Restated Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of IXIS Advisor Funds Trust II (the "Trust"), the Massachusetts business trust established by the Declaration of Trust. 1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be located in Boston, Massachusetts. ARTICLE 2 MEETINGS OF TRUSTEES 2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. 2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held, at any time and at any place designated in the call of the meeting, when called by the Chairman of the Board, if any, the President, the Treasurer, any Vice President, the Secretary or an Assistant Secretary or by two or more Trustees, with sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting. 2.3 NOTICE. It shall be sufficient notice to a Trustee of a special meeting to send notice of the time, date and place of such meeting by (a) mail or courier at least forty-eight hours in advance of the meeting; (b) by telegram, telefax, e-mail or by other electro-mechanical means addressed to the Trustee at his or her usual or last known business or residence address (or fax number or e-mail address as the case may be) at least twenty-four hours before the meeting; or (c) to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Except as required by law, neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice to any Trustee who was present at the time of such adjournment; notice of the time and place of any adjourned session of any such meeting shall, however, be given in a manner provided in Section 2.3 of these By-Laws to each Trustee who was not present at the time of such adjournment. 2.5 ACTION BY VOTE. When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws. Subject to applicable law, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust. 2.6 ACTION BY WRITING. Except as required by law, any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if a majority of the Trustees (or such larger proportion thereof as shall be required by any express provision of the Declaration of Trust or these By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of the Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees. Written consents of the Trustees may be executed in one or more counterparts. Execution of a written consent or waiver and delivery thereof to the Trust may be accomplished by telefax, e-mail or other electro-mechanical means. 2.7 PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required by applicable law, the Trustees may participate in a meeting of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. ARTICLE 3 OFFICERS 3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a President, a Treasurer, a Secretary, an Assistant Treasurer, an Assistant Secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. If one or more Chairmen of the Board are elected, each such person shall be a Trustee and may, but need not be, a Shareholder, and shall be considered an officer of the Board of Trustees and not of the Trust. Any other officer may be, but none need be, a Trustee or Shareholder. Any two or more offices may be held by the same person. 3.2 ELECTION AND TENURE. The President, the Treasurer and the Secretary, and such other officers as the Trustees may in their discretion from time to time elect shall each be elected by the Trustees to serve until his or her successor is elected or qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer shall hold office and each agent shall retain authority at the pleasure of the Trustees. 3.3 POWERS. Subject to the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers herein and set forth in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate. 3.4 PRESIDENT AND VICE PRESIDENTS. The President shall have the duties and powers specified in these By-Laws and shall have such other duties and powers as may be determined by the Trustees. Any Vice Presidents shall have such duties and powers as shall be designated from time to time by the Trustees. 3.5 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Trust shall be the President or such other officer as is designated as such by the Trustees and shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust. 3.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is elected, he or she shall have the duties and powers specified in these By-Laws and shall have such other duties and powers as may be determined by the Trustees. Except as the Trustees or the By-Laws shall otherwise determine or provide, the Chairman will preside at all meetings of the Shareholders and of the Trustees. Except to the extent the Trustees otherwise determine, if the Chairman is absent for a meeting of the Board of Trustees or if there is no Chairman, either the Chairman of the Contract Review and Governance Committee or the Chairman of the Audit Committee shall preside, as determined by the Board of Trustees. Except as the Trustees otherwise determine, if the Chairman is absent for a meeting of the Shareholders, the President of the Trust or such other officer of the Trust as is designated by the President shall preside. If the Trustees determine to have two or more Co-Chairmen of the Board, the duties of Chairman (including presiding at meetings of the Trustees) shall be shared among the Co-Chairmen in such manner as the Trustees may from time to time determine. 3.7 TREASURER; ASSISTANT TREASURER. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, administrator or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. Any Assistant Treasurer shall have the duties and powers specified in these By-Laws and may perform such duties of the Treasurer as the Treasurer or the Trustees may assign, and, in the absence of the Treasurer, an Assistant Treasurer may perform all of the duties of the Treasurer. 3.8 SECRETARY; ASSISTANT SECRETARY. The Secretary or an Assistant Secretary shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the Shareholders or Trustees, an Assistant Secretary, or if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books. Any Assistant Secretary shall have the duties and powers specified in these By-Laws and may perform such duties of the Secretary as the Secretary or the Board of Trustees may assign, and, in the absence of the Secretary, an Assistant Secretary may perform all of the duties of the Secretary. 3.9 CHIEF LEGAL OFFICER. The Chief Legal Officer shall, pursuant to Section 307 of the Sarbanes-Oxley Act of 2002, review all reports of potential material violations of securities laws, breach of fiduciary duty or similar violations "up the ladder" to the Funds, evaluate the merits of the reports, and direct investigative next steps as applicable and shall perform such other duties as the Board may from time to time determine. 3.10 CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall, pursuant to Rule 38a-1 under the Investment Company Act of 1940, administer the funds' compliance policies and procedures and shall perform such other duties as the Board may from time to time determine. 3.11 ANTI-MONEY LAUNDERING OFFICER. The Anti-Money Laundering Officer will administer the Trust's anti-money laundering compliance activities and shall perform such other duties as the Board may from time to time determine. 3.12 RESIGNATIONS; REMOVALS. Any officer may resign at any time by written instrument signed by him or her and delivered to the Chairman, if any, the President or the Secretary, or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. ARTICLE 4 COMMITTEES 4.1 QUORUM; VOTING. Except as provided below or as otherwise specifically provided in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings or in the charter of such committee adopted by the Trustees, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. Except as specifically provided in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings or in the charter of such committee adopted by the Trustees, Article 2, Section 2.3 of these By-Laws relating to special meetings of the Trustees shall govern the notice requirements for Committee meetings, provided, however, that such notice need be given only to the Trustees who are members of such Committee. ARTICLE 5 INDEMNIFICATION 5.1 TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or Trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Trustee or officer or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust to a Trustee who is not an "interested person" of the Trust and may be paid from time to time by the Trust to a Trustee who is an "interested person" of the Trust or to an officer in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article. For purposes of the determination or opinion referred to in clause (c), the majority of disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. 5.2 COMPROMISE PAYMENT. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person has not acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person has acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and that such indemnification would not protect such Covered Person against any liability to the Trust to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. 5.3 INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article 5, the term "Covered Person" shall include such person's heirs, executors and administrators; and a "disinterested Trustee" is a Trustee who is not an "interested person" of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940 (or exempted from being an "interested person" by any rule, regulation or order of the Securities and Exchange Commission) and against whom none of the actions, suits or other proceedings in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person. ARTICLE 6 REPORTS 6.1 GENERAL. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees. ARTICLE 7 FISCAL YEAR 7.1 GENERAL. The initial fiscal year of the Trust and/or any Series thereof shall end on such date as is determined in advance or in arrears by the Treasurer or the Trustees and subsequent fiscal years shall end on such date in subsequent years. The Trustees shall have the power and authority to amend the year-end date for the fiscal year of the Trust and/or any Series thereof. The Trust and any such Series thereof may have different fiscal year-end dates if deemed necessary or appropriate by the Trustees. ARTICLE 8 SEAL 8.1 GENERAL. The seal of the Trust shall consist of a flat-faced die with the word "Massachusetts," together with the name of the Trust and the year of its organization cut or engraved thereon, but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. ARTICLE 9 EXECUTION OF PAPERS 9.1 GENERAL. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all checks, notes, drafts and other obligations and all registration statements and amendments thereto and all applications and amendments thereto to the Securities and Exchange Commission shall be signed by the Chairman, if any, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any of such other officers or agents as shall be designated for that purpose by a vote of the Trustees. ARTICLE 10 ISSUANCE OF SHARE CERTIFICATES 10.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts on the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms of this Article 10. The Trustees may at any time authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificates shall be signed by the President or any Vice President and by the Treasurer or any Assistant Treasurer. Such signatures may be a facsimile if the certificates are signed by a transfer agent or registrar, other than a Trustee, office or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such officer is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue. 10.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe. 10.3 ISSUANCE OF NEW CERTIFICATES TO PLEDGEE. A pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder and entitled to vote thereon. 10.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not effect the ownership of shares in the Trust. ARTICLE 11 PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS 11.1 DETERMINATION OF NET INCOME AND NET ASSET VALUE PER SHARE. The Trustees or any officer or officers or agent or agents of the Trust designated from time to time for this purpose by the Trustees shall determine at least once daily the net income and the value of all the assets attributable to any class or series of shares of the Trust on each day on which the New York Stock Exchange is open for unrestricted trading and at such other times as the Trustees shall designate. The net income and net asset value per share of each class and each series of shares of the Trust shall be determined in accordance with the Investment Company Act of 1940 and the rules and regulations thereunder and any related procedures and/or policies of the Trust, or an officer or officers or agent or agents, as aforesaid, as adopted or authorized by the Trustees from time to time. 11.2 VOTING POWER. Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. ARTICLE 12 SHAREHOLDERS' VOTING POWERS AND MEETINGS 12.1 RECORD DATES. For the purpose of determining the shareholders who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a time, which shall be not more than 90 days before the date of any meeting of shareholders or the date for the payment of any dividend or of any distribution, and in such case only shareholders of record on such record date shall have the right notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any of such purposes close the register or transfer books for all or any of such period. ARTICLE 13 AMENDMENTS TO THE BY-LAWS 13.1 GENERAL. These By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by written consent in lieu thereof. ARTICLE 14 PROXY INSTRUCTIONS 14.1 PROXY INSTRUCTIONS TRANSMITTED BY TELEPHONIC OR ELECTRONIC MEANS. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. EX-99.77Q1 4 nsar277q1aii.txt Exhibit 77Q(1)(a)(ii) Amendment No. 4 to Third Amended and Restated Agreement Declaration of Trust dated May 1, 2005 is incorporated by reference to exhibit (a)(5) of post-effective amendment no. 127 to the Registration Statement filed on Form Type 485BPOS on April 29, 2005 (Accession No. 0001193125-05-090079). EX-99.77Q1 5 nsar277q1aiii.txt Exhibit 77Q(1)(a)(iii) IXIS ADVISOR FUNDS TRUST II FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST THIS FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 2nd day of June, 2005 (the "Effective Date") by the Trustees hereunder and the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided: WITNESSETH that WHEREAS, the Trustees adopted the Agreement and Declaration of Trust on May 6, 1931 (the "Original Declaration of Trust") and amendments thereto prior to December 6, 1988; WHEREAS, the Trustees amended and restated the Original Declaration of Trust by adopting the First Amended and Restated Agreement and Declaration of Trust on December 6, 1988 (the "First Amended and Restated Declaration of Trust") and amendments thereto prior to February 2, 1993; WHEREAS, the Trustees amended and restated the First Amended and Restated Declaration of Trust by adopting the Second Amended and Restated Agreement and Declaration of Trust on February 2, 1993 (the "Second Amended and Restated Declaration of Trust") and amendments thereto prior to April 25, 2002; WHEREAS, the Trustees amended and restated the Second Amended and Restated Agreement and Declaration of Trust by adopting the Third Amended and Restated Agreement and Declaration of Trust on April 25, 2002 (the "Third Amended and Restated Declaration of Trust") and amendments thereto prior to the date hereof; WHEREAS, the required number of shares approved this Fourth Amended and Restated Agreement and Declaration of Trust at a special meeting of shareholders duly called for that purpose on June 2, 2005; WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts voluntary association with transferable shares in accordance with the provisions hereinafter set forth. NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustee hereunder, IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares in this Trust as hereinafter set forth. ARTICLE I Name and Definitions SECTION 1. This Trust shall be known as "IXIS Advisor Funds Trust II" and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. SECTION 2. DEFINITIONS. Whenever used herein, unless otherwise required by the context or specifically provided: (a) "Trust" refers to the Massachusetts business trust established by this Fourth Amended and Restated Declaration of Trust, as amended or restated from time to time; (b) "Trustees" refers to the persons signatory hereto, so long as they continue in office in accordance with the terms of this Declaration of Trust, and all other persons who may from time to time be duly elected or appointed in accordance with Article IV hereof; (c) "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust or in the Trust property belonging to any Series of the Trust or in any class of Shares of the Trust (as the context may require) shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; (e) "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time; (f) The terms "Commission" and "principal underwriter" shall have the meanings given them in the 1940 Act; (g) "Declaration of Trust" or "Declaration" shall mean this Agreement and Declaration of Trust, as amended or restated from time to time; (h) "By-Laws" shall mean the By-Laws of the Trust, as amended from time to time; (i) "Series Company" refers to the form of registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provision; (j) "Series" refers to Series of Shares established and designated under or in accordance with the provisions of Article III; (k) "Multi-Class Series" refers to Series of Shares established and designated as Multi-Class Series under or in accordance with the provisions of Article III, Section 6; and (l) The terms "class" and "class of Shares" refer to each class of Shares into which the Shares of any Multi-Class Series may from time to time be divided in accordance with the provisions of Article III. ARTICLE II Purpose of Trust The purpose of the Trust is to engage in the business of a management investment company. ARTICLE III Shares SECTION 1. DIVISION OF BENEFICIAL INTEREST. The Shares of the Trust shall be issued in one or more Series as the Trustees may, without shareholder approval, authorize. Each Series shall be preferred over all other Series in respect of assets specifically allocated to that Series within the meaning of the 1940 Act and shall represent a separate investment portfolio of the Trust. The beneficial interest in each Series shall at all times be divided into an unlimited number of Shares, without par value, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the Series with each other Share of the same Series, none having priority or preference over another. The Trustees may, without Shareholder approval, divide the Shares of any Series into two or more classes, Shares of each such class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Trustees may determine or as shall be set forth in the By-Laws. The Trustees may from time to time divide or combine the Shares of any Series or Class into a greater or lesser number without thereby changing the proportionate beneficial interest in the Series or Class. SECTION 2. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series and class. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series and class and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series and class and as to the number of Shares of each Series and class held from time to time by each. SECTION 3. INVESTMENTS IN THE TRUST. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration as they from time to time authorize. SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of said deceased Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. SECTION 5. POWER OF TRUSTEES TO CHANGE PROVISIONS RELATING TO SHARES. Notwithstanding any other provisions of this Declaration of Trust and without limiting the power of the Trustees to amend the Declaration of Trust as provided elsewhere herein, the Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust for the purpose of responding to or complying with any regulations, orders, rulings or interpretations of any governmental agency or any laws, now or hereafter applicable to the Trust; provided that before adopting any such amendment without Shareholder approval the Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders. The establishment and designation of any Series of Shares in addition to the Series established and designated prior to the Effective Date shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such resolution. The establishment and designation of any class of Shares shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such class and such eligibility requirements for investment therein as the Trustees may determine, or as otherwise provided in such resolution. Without limiting the generality of the foregoing, the Trustees may, without the approval of Shareholders, for the above-stated purposes, amend the Declaration of Trust to: (a) create one or more Series or classes of Shares (in addition to any Series or classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as shares of particular Series or classes in accordance with such eligibility requirements; (b) amend any of the provisions set forth in paragraphs (a) through (j) of Section 6 of this Article III; (c) combine one or more Series or classes of Shares into a single Series or class on such terms and conditions as the Trustees shall determine or consolidate, merge or transfer assets of the Trust or a Series as set forth in Article VIII, Section 5; (d) change or eliminate any eligibility requirements for investment in Shares of any Series or class, including without limitation the power to provide for the issue of Shares of any Series or class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company; (e) change the designation of any Series or class of Shares; (f) change the method of allocating dividends among the various Series and classes of Shares; (g) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series or classes of Shares; and (h) specifically allocate assets to any or all Series of Shares or create one or more additional Series of Shares which are preferred over all other Series of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or any classes of Shares thereof. SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES AND CLASSES. - ------------------ --------------------------------------------------- Shares of each Series established through and including the Effective Date shall have the following rights and preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class Series shall have such rights and preferences relative to other classes of the same Series as are set forth below, together with such other rights and preferences relative to such other classes as are set forth in any resolution of the Trustees establishing and designating such class of Shares: (a) ASSETS BELONGING TO SERIES. Subject to the provisions of paragraph (c) of this Section 6: All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of that Series, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (b) LIABILITIES BELONGING TO SERIES. Subject to the provisions of paragraph (c) of this Section 6: The assets belonging to each particular Series shall be charged solely with the liabilities of the Trust in respect to that Series, the expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series but which are allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in a manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series are herein referred to as "liabilities belonging to" that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (c) APPORTIONMENT OF ASSETS ETC. IN CASE OF MULTI-CLASS SERIES. In the case of any Multi-Class Series, to the extent necessary or appropriate to give effect to the relative rights and preferences of any classes of Shares of such Series, (i) any assets, income, earnings, profits, proceeds, liabilities, expenses, charges, costs and reserves belonging or attributable to that Series may be allocated or attributed to a particular class of Shares of that Series or apportioned among two or more classes of Shares of that Series; and (ii) Shares of any class of such Series may have priority or preference over Shares of other classes of such Series with respect to dividends or distributions upon termination of the Trust or of such Series or class or otherwise, provided that no Share shall have any priority or preference over any other Shares of the same class and that all dividends and distributions to Shareholders of a particular class shall be made ratably among all Shareholders of such class according to the number of Shares of such class held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination, as the case may be. (d) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES. Notwithstanding any other provisions of this Declaration, including, without limitation, Article VI, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or class) with respect to, nor any redemption or repurchase of, the Shares of any Series or class shall be effected by the Trust other than from the assets belonging to such Series or attributable to such class, nor shall any Shareholder of any particular Series or class otherwise have any right or claim against the assets belonging to any other Series or attributable to any other class except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series or class. (e) VOTING. Notwithstanding any of the other provisions of this Declaration, including, without limitation, Section 1 of Article V, and except to the extent required by applicable law, the Shareholders of any particular Series or class shall not be entitled to vote on any matters as to which such Series or class is not affected. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to Series or class of Shares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or classes of Shares materially differently, Shares shall be voted by individual Series or class and (2) when the matter affects only the interests of one or more Series or classes, only Shareholders of such Series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. (f) EQUALITY. Except to the extent necessary or appropriate to give effect to the relative rights and preferences of any classes of Shares of a Multi-Class Series, all the Shares of each particular Series shall represent an equal proportionate interest in the assets belonging to that Series (subject to the liabilities belonging to that Series), and each Share of any particular Series shall be equal to each other Share of that Series. All the Shares of each particular class of Shares within a Multi-Class Series shall represent an equal proportionate interest in the assets belonging to such Series that are attributable to such class (subject to the liabilities attributable to such class), and each Share of any particular class within a Multi-Class Series shall be equal to each other Share of such class. (g) FRACTIONS. Any fractional Share of a Series or class shall carry proportionately all the rights and obligations of a whole Share of that Series or class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust. (h) EXCHANGE PRIVILEGE. The Trustees shall have the authority to provide that the holders of Shares of any Series or class shall have the right to exchange said Shares for Shares of one or more other Series or classes of Shares in accordance with such requirements and procedures as may be established by the Trustees. (i) COMBINATION OF SERIES OR CLASSES. Without limiting the authority of the Trustees set forth in Article VIII, Section 5, the Trustees shall have the authority, without the approval of the Shareholders of any Series or class unless otherwise required by applicable law, to combine the assets and liabilities belonging to any two or more Series or attributable to any class into assets and liabilities belonging to a single Series or attributable to a single class. (j) ELIMINATION OF SERIES OR CLASS. At any time that there are no Shares outstanding of any particular Series previously established and designated, the Trustees may abolish and rescind the establishment and designation of that Series by vote or written consent of a majority of the then Trustees. At any time that there are no Shares outstanding of any particular class previously established and designated of a Multi-Class Series, the Trustees may abolish that class and rescind the establishment and designation thereof by vote or written consent of a majority of the then Trustees. SECTION 7. INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder of the Trust or of a particular Series or class and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Series (or attributable to the class) of which he or she is a Shareholder or former Shareholder to be held harmless from and indemnified against all loss and expense arising from such liability. SECTION 8. NO PREEMPTIVE RIGHTS. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. SECTION 9. DERIVATIVE CLAIMS. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any Series without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or Series, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. ARTICLE IV The Trustees SECTION 1. ELECTION AND TENURE. The Trustees may fix the number of Trustees, fill vacancies in the Trustees, including vacancies arising from an increase in the number of Trustees, or remove Trustees with or without cause. Each Trustee shall serve during the continued lifetime of the Trust until he or she dies, resigns or is removed, or, if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. Any Trustee may resign at any time by written instrument signed by him or her and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. The Shareholders may fix the number of Trustees and elect Trustees at any meeting of Shareholders called by the Trustees for that purpose and to the extent required by applicable law, including paragraphs (a) and (b) of Section 16 of the 1940 Act. SECTION 2. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. SECTION 3. POWERS. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-Laws do not reserve that right to the Shareholders; they may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate one or more committees consisting of two or more Trustees which may exercise the powers and authority of the Trustees to the extent that the Trustees determine; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matters, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian or underwriter. In addition to the foregoing, the trustees of the Trust who are not Interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940 shall have the power to hire employees and other agents and experts necessary to carry out their duties, as determined by the trustees of the Trust who are not Interested persons of the Trust in their discretion. Without limiting the foregoing, the Trustees shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested; (b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or sub-custodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (h) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes; (i) To enter into joint ventures, general or limited partnerships and any other combinations or associations; (j) To borrow funds or other property; (k) To endorse or guarantee the payment of any notes or other obligations of any person; and to make contracts of guaranty or suretyship, or otherwise assume liability for payment of such notes or other obligations; (l) To purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers, principal underwriters or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Trustee, officer, employee, agent, investment adviser, principal underwriter or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against liability; and (m) To pay pensions as deemed appropriate by the Trustees and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by Trustees. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. SECTION 4. PAYMENT OF EXPENSES BY THE TRUST. The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, administrators, investment advisers or managers, principal underwriter, auditor, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors, and such other expenses and charges, as the Trustees may deem necessary or proper to incur. SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or class, to pay directly, in advance or arrears, for charges of the Trust's custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder. SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets of the Trust shall at all times be considered as vested in the Trustees. SECTION 7. ADVISORY, MANAGEMENT AND DISTRIBUTION CONTRACTS. Subject to such requirements and restrictions as may be set forth in the By-Laws, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any Series or class with any corporation, trust, association or other organization (a "Manager"); and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. The Trustees may also, at any time and from time to time, contract with a Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter's or distributor's contract or transfer, shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter's or distributor's contract, or transfer, shareholder servicing, custodian or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter's or distributor's contract or transfer, shareholder servicing, custodian or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. ARTICLE V Shareholders' Voting Powers and Meetings SECTION 1. VOTING POWERS. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the extent provided in Article III, Section 9 as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 6 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. The number of votes that each whole or fractional Share shall be entitled to vote as to any matter on which it is entitled to vote shall be as specified in the By-Laws. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof. SECTION 2. VOTING POWER AND MEETINGS. Meetings of the Shareholders may be called by the Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 and for such other purposes as may be prescribed by law, by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also be called by the Trustees from time to time for the purpose of taking action upon any other matter deemed by the Trustees to be necessary or desirable. A meeting of Shareholders may be held at any place within or outside the Commonwealth of Massachusetts designated by the Trustees. Notice of any meeting of Shareholders, stating the time and place of the meeting, shall be given or caused to be given by the Trustees to each Shareholder by mailing such notice, postage prepaid, at least seven days before such meeting, at the Shareholder's address as it appears on the records of the Trust, or by facsimile or other electronic transmission, at least seven days before such meeting, to the telephone or facsimile number or e-mail or other electronic address most recently furnished to the Trust (or its agent) by the Shareholder. Whenever notice of a meeting is required to be given to a Shareholder under this Declaration of Trust or the By-Laws, a written waiver thereof, executed before or after the meeting by such Shareholder or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. SECTION 3. QUORUM AND REQUIRED VOTE. Except when a larger quorum is required by law, by the By-Laws or by this Declaration of Trust, 30% of the Shares entitled to vote shall constitute a quorum at a Shareholders' meeting. When any one or more Series or classes is to vote as a single class separate from any other Shares which are to vote on the same matters as a separate class or classes, 30% of the Shares of each such class entitled to vote shall constitute a quorum at a Shareholders' meeting of that class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. When a quorum is present at any meeting, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by law. If any question on which the Shareholders are entitled to vote would adversely affect the rights of any Series or class of Shares, the vote of a majority (or such larger vote as is required as aforesaid) of the Shares of such Series or class which are entitled to vote, voting separately, shall also be required to decide such question. SECTION 4. ACTION BY WRITTEN CONSENT. Any action taken by Shareholders may be taken without a meeting if Shareholders holding a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or by the By-Laws or by law) and holding a majority (or such larger proportion as aforesaid) of the Shares of any Series or class entitled to vote separately on the matter consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. SECTION 5. ADDITIONAL PROVISIONS. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters. SECTION 6. REMOVAL OF TRUSTEES. No natural person shall serve as Trustee after the holders of record of not less than two-thirds of the outstanding Shares have declared that such Trustee be removed from that office either by declaration in writing filed with the Trust's custodian or by votes cast in person or by proxy at a meeting called for the purpose. The Trustees shall call a meeting of Shareholders for the purpose of voting upon the question of removal of any Trustee to the extent required by the 1940 Act. ARTICLE VI Net Income, Distributions, and Redemptions and Repurchases SECTION 1. DISTRIBUTIONS OF NET INCOME. The Trustees may each year, or more frequently if they so determine, distribute to the Shareholders of each Series out of the assets of such Series such amounts as the Trustees may determine. Except as otherwise permitted by Section 6 of Article III in the case of Multi-Class Series, all dividends and distributions on Shares of a particular Series shall be distributed pro rata to the holders of that Series in proportion to the number of Shares of that Series held by such holders and recorded on the books of the Trust at the date and time of record established for the payment of such dividend or distributions. The manner of determining net income, income, asset values, capital gains, expenses, liabilities and reserves of any Series or class may from time to time be altered as necessary or desirable in the judgment of the Trustees to conform such manner of determination to any other method prescribed or permitted by applicable law. Net income shall be determined by the Trustees or by such person as they may authorize at the times and in the manner provided in the By-Laws. Determinations of net income of any Series or class and determinations of income, asset value, capital gains, expenses and liabilities made by the Trustees, or by such person as they may authorize, in good faith, shall be binding on all parties concerned. The foregoing sentence shall not be construed to protect any Trustee, officer or agent of the Trust against any liability to the Trust or its security holders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. If, for any reason, the net income of any Series or class determined at any time is a negative amount, the pro rata share of such negative amount allocable to each Shareholder of such Series or class shall constitute a liability of such Shareholder to that Series or class which shall be paid out of such Shareholder's account at such times and in such manner as the Trustees may from time to time determine (x) out of the accrued dividend account of such Shareholder, (y) by reducing the number of Shares of that Series or class in the account of such Shareholder or (z) otherwise. SECTION 2. REDEMPTIONS AND REPURCHASES. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, as determined in accordance with the By-Laws, next determined. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is made. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange is closed for other than weekends or holidays, or if permitted by the rules of the Commission during periods when trading on the New York Stock Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets belonging to such Series or attributable to any class thereof or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. The Trust may also purchase or repurchase Shares at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made. The redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders of the Series the Shares of which are being redeemed. The fair value, selection and quantity of any securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other person in transferring securities selected for delivery as all or part of any payment in kind. SECTION 3. REDEMPTIONS AT THE OPTION OF THE TRUST. The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof: (i) if at such time such Shareholder owns Shares of any Series or class having an aggregate net asset value of less than an amount determined from time to time by the Trustees; (ii) to the extent that such Shareholder owns Shares equal to or in excess of a percentage determined from time to time by the Trustees of the outstanding Shares of the Trust or of any Series or class; (iii) if the Trustees determine that such Shareholder is engaging in conduct that is harmful to the Trust or any Series or class; or (iv) if the Trustees otherwise determine such redemption to be necessary or appropriate. ARTICLE VII Compensation and Limitation of Liability of Trustees SECTION 1. COMPENSATION. The Trustees as such shall be entitled to reasonable compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust. SECTION 2. LIMITATION OF LIABILITY. No Trustee, officer, employee or agent of the Trust shall be subject to any liability whatsoever to any person in connection with Trust property or the affairs of the Trust, and no Trustee shall be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Manager or principal underwriter of the Trust or for the act or omission of any other Trustee. For the sake of clarification and without limiting the foregoing, the appointment, designation or identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Declaration of Trust, including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his, her or its office or position with or on behalf of the Trust. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. ARTICLE VIII Miscellaneous SECTION 1. TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE. All persons extending credit to, contracting with or having any claim against the Trust or any Series or class shall look only to the assets of the Trust, or, to the extent that the liability of the Trust may have been expressly limited by contract to the assets of a particular Series or attributable to a particular class, only to the assets belonging to the relevant Series or attributable to the relevant class, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued on behalf of the Trust by the Trustees, by any officer or officers or otherwise shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers or otherwise and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or upon the assets belonging to the Series or attributable to the class for the benefit of which the Trustees have caused the note, bond, contract, instrument, certificate or undertaking to be made or issued, and may contain such further recital as he or she or they may deem appropriate, but the omission of any such recital shall not operate to bind any Trustee or Trustees or officer or officers or Shareholders or any other person individually. SECTION 2. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. SECTION 3. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. SECTION 4. TERMINATION OF TRUST, SERIES OR CLASS. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by vote of at least 66-2/3% of the Shares of each Series entitled to vote and voting separately by Series, or by the Trustees by written notice to the Shareholders. Any Series or class may be terminated at any time by vote of at least 66-2/3% of the Shares of that Series or class, or by the Trustees by written notice to the Shareholders of that Series or class. Nothing in this Declaration of Trust or the By-Laws shall restrict the power of the Trustees to terminate any Series or class of Shares by written notice to the Shareholders of such Series, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets or similar transaction involving such Series or class of Shares. Upon termination of the Trust (or any Series or class, as the case may be), after paying or otherwise providing for all charges, taxes, expenses and liabilities belonging, severally, to each Series (or the applicable Series or attributable to the particular class, as the case may be), whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets belonging, severally, to each Series (or the applicable Series or attributable to the particular class, as the case may be), to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds belonging to each Series (or the applicable Series or attributable to the particular class, as the case may be), to the Shareholders of that Series (or class, as the case may be), as a Series (or class, as the case may be), ratably according to the number of Shares of that Series (or class, as the case may be) held by the several Shareholders on the date of termination. SECTION 5. REORGANIZATIONS. The Trust, or any one or more Series of the Trust, may, either as the successor, survivor or non-survivor, (1) consolidate or merge with one or more other trusts, series, sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any jurisdiction, to form a consolidated or merged trust, series, sub-trust, partnership, limited liability company, association or corporation under the laws of any jurisdiction under the laws of which any one of the constituent entities is organized or (2) transfer all or a substantial portion of its assets to one or more other trusts, series, sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other jurisdiction, or have one or more such trusts, series, sub-trusts, partnerships, limited liability companies, associations or corporations transfer all or a substantial portion of its assets to it, any such consolidation, merger or transfer to be upon such terms and conditions as are specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered into by the Trust, or one or more Series, as the case may be, in connection therewith. Unless otherwise required by applicable law, any such consolidation, merger or transfer may be authorized by vote of a majority of the Trustees then in office without the approval of Shareholders of the Trust or relevant Series. SECTION 6. FILING OF COPIES, REFERENCE, HEADINGS. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of the Commonwealth of Massachusetts and with any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or to control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. SECTION 7. APPLICABLE LAW. This Declaration of Trust is made in the Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and, without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. SECTION 8. AMENDMENTS. Except as specifically provided herein, the Trustees may without shareholder vote amend or otherwise supplement this Declaration of Trust by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration of Trust. Shareholders shall have the right to vote (a) on any amendment that would affect their right to vote granted in Section 1 of Article V; (b) on any amendment to this Section 8; (c) on any amendment as may be required by law or by the Trust's registration statement filed with the Commission; and (d) on any amendment submitted to them by the Trustees. Any required or permitted to be submitted to Shareholders of one or more Series or classes that, as the Trustees determine, shall affect the Shareholders of one or more Series or classes shall be authorized by a vote of the Shareholders of each Series or class affected and no vote of shareholders of a Series or Class not affected shall be required. SECTION 9. ADDRESSES. The address of the Trust is 399 Boylston Street, Boston, Massachusetts 02116. The address of each of the Trustees is 399 Boylston Street, Boston, Massachusetts 02116. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first above written. /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/ KENNETH COWAN - ------------------------------------ --------------------------------- Paul G. Chenault Kenneth Cowan /S/ CHARLES D. BAKER /S/ CYNTHIA L. WALKER - ------------------------------------ --------------------------------- Charles D. Baker Cynthia L. Walker -----END PRIVACY-ENHANCED MESSAGE-----