EX-99.(H)(5) 10 dex99h5.txt LOOMIS SAYLES FEE WAIVER/REIMBURSEMENT UNDERTAKINGS Exhibit (h)(5) Loomis, Sayles & Company, L.P. July 1, 2004 CDC Nvest Funds Trust II Loomis Sayles Funds II 399 Boylston Street Boston, MA 02116 Re: Fee Waiver/Expense Reimbursement Ladies and Gentlemen: Loomis, Sayles & Company, L.P. notifies you that it will waive its management fee (and, to the extent necessary, bear other expenses of the Funds listed below) through the relevant date listed below to the extent that expenses of each class of a Fund, exclusive of brokerage, interest, taxes and deferred organizational and extraordinary expenses, would exceed the following annual rates: Name of Fund Expense Cap ------------ ----------- September 12, 2003 through January 31, 2005: Loomis Sayles Growth Fund 1.10% for Class A shares 1.85% for Class B shares 1.85% for Class C shares 0.85% for Class Y shares February 1, 2004 through January 31, 2005: Loomis Sayles Research Fund 1.25% for Class A shares 2.00% for Class B shares 2.00% for Class C shares 0.85% for Class Y shares Loomis Sayles Investment Grade Bond Fund 0.95% for Class A shares 1.70% for Class B shares 1.70% for Class C shares 0.55% for Class Y shares 1.30% for Class J shares May 1, 2004 through January 31, 2005: Loomis Sayles Massachusetts Tax Free 1.40% for Class A shares Income Fund 2.05% for Class B shares Loomis Sayles Strategic Income Fund 1.25% for Class A shares 2.00% for Class B shares 2.00% for Class C shares 1.00% for Class Y shares July 1, 2004 through January 31, 2005: Loomis Sayles Core Plus Bond Fund 1.15% for Class A shares 1.90% for Class B shares 1.90% for Class C shares 0.90% for Class Y shares Loomis Sayles International Equity Fund 1.40% for Class A shares 2.15% for Class B shares 2.15% for Class C shares 1.00% for Class Y shares With respect to each Fund, Loomis, Sayles & Company, L.P. shall be permitted to recover expenses it has borne subsequent to the effective date of this agreement (whether through reduction of its management fee or otherwise) in later periods to the extent that a Fund's expenses fall below the annual rates set forth above. Provided, however, that a Fund is not obligated to pay any such deferred fees more than one year after the end of the fiscal year in which the fee was deferred. During the periods covered by this letter agreement, the expense cap arrangement set forth above for each of the Funds may only be modified by a majority vote of the "non-interested" Trustees of the Trusts affected. For purposes of determining any such waiver or expense reimbursement, expenses of the class of the Funds shall not reflect the application of balance credits made available by the Funds' custodian or arrangements under which broker-dealers that execute portfolio transactions for the Funds' agree to bear some portion of Fund expenses. We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the above referenced Funds with the Securities and Exchange Commission, in accruing each Fund's expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so. Loomis, Sayles & Company, L.P. By: /s/ Kevin Charleston --------------------------------- Name: Kevin Charleston Title: Chief Financial Officer