DEF 14A 1 ddef14a.txt CDC NVEST FUNDS TRUST II SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) --- Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) [X] Definitive proxy statement [X] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-12 CDC Nvest Funds Trust II (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- [LOGO] CDC NvestFunds(SM) [LOGO] | LOOMIS . SAYLES & COMPANY, L.P. April 6, 2005 Dear Shareholder: We are writing to ask for your vote approving certain items described in the enclosed proxy statement and as outlined, for your convenience, in this letter. Your vote is extremely important, so we urge you to read all material carefully and vote your shares promptly. Q. What are the proposals? The first proposal relates to election of the Trustees of the Funds. In addition to the current ten trustees, two additional trustees, Mr. Charles D. Baker and Ms. Cynthia L. Walker, have been nominated by the Board for election as Trustees of the Funds. You will find information about all of the nominees' experience and tenure in the proxy statement. The second proposal relates to changes to the Agreement and Declaration of Trust for each of the Trusts. We are recommending that shareholders of each Trust approve an Amended and Restated Declaration of Trust that will make provisions of the governing document uniform across the CDC Nvest Funds and Loomis Sayles Funds complex. Q. Why is the Board proposing to elect two additional Trustees? Three trustees have retired or resigned since December 2003. The election of new trustees will facilitate the transition of trustees in contemplation of future retirements, consistent with the Trusts' retirement policy and SEC rules requiring that 75% of the Trustees be independent. In March 2005, the Board of Trustees nominated Mr. Charles D. Baker and Ms. Cynthia L. Walker to join the Boards of Trustees, and you are being asked to elect them to the Boards. The Boards believe it is in the shareholders' best interests to have the breadth and depth of talent represented by these individuals. The proposed new trustees have experience from which the Funds and their shareholders are expected to benefit. Like eight of the ten current trustees, Mr. Baker and Ms. Walker will be independent with respect to the Funds' investment advisers and distributors. If elected, the new trustees would take office immediately following the shareholder meeting, which currently is scheduled for June 2, 2005. Q. Why are shareholders being asked to re-elect the current Trustees? Federal law requires that a certain percentage of Trustees be elected by the shareholders. Having all Trustees elected by the shareholders facilitates the appointment of future Trustees if that becomes necessary. -------------------------------------------------------------------------------- IXIS Asset Management Distributors, L.P.. 399 Boylston Street . Boston, MA 02116 www.cdcnvestfunds.com Q. Why is the Board proposing to change the Declarations of Trust? The Agreement and Declaration of Trust for each Trust governs the basic operations of the Trusts. Shareholder approval is required for certain changes. The changes described in this proxy statement are intended to modernize the Declarations of Trust to accommodate changes in law or practice since the Declarations of Trust were last approved by shareholders, as well as to make the Declarations of Trust uniform across the Trusts. We anticipate that the overall effect of these changes will be to reduce costs and expenses in the administration of the Funds and provide more flexibility for the operations of the Funds, within limits of applicable law. Remember--your vote counts! We cannot overemphasize the importance of your vote, regardless of how many shares you own. Voting promptly also is important. If we do not receive enough votes, we will have to resolicit shareholders, which can be time consuming and may delay the meeting scheduled for June 2, 2005. A proxy solicitation firm, Alamo Direct, may call to remind you to return your proxy. Vote by mail, via the internet, or by toll-free telephone. You may vote by returning the enclosed proxy card. A self-addressed, postage-paid envelope has been enclosed for your convenience. You may also vote via the Internet or by calling the toll-free number from a touch-tone phone. Please see your proxy card for more information and voting instructions. If you do vote via the Internet or by phone, you do not need to mail your proxy card. If you want to change your vote you may do so using the proxy card, telephone or the Internet. Thank you for your cooperation in voting on these important proposals. If you have questions, please call your financial representative. Or, if your questions relate specifically to the proxy matters, please call our service center representatives toll-free at 800-225-5478. Sincerely, /s/ John T. Hailer /s/ Robert Blanding --------------------------------------- -------------------------------------- John T. Hailer Robert Blanding President, CDC Nvest Funds President, Loomis Sayles Funds I and Loomis Sayles Funds II SH163-0405 -------------------------------------------------------------------------------- IXIS Asset Management Distributors, L.P.. 399 Boylston Street . Boston, MA 02116 www.cdcnvestfunds.com CDC Nvest Funds Trust I CDC Nvest Funds Trust II CDC Nvest Funds Trust III CDC Nvest Companies Trust I CDC Nvest Cash Management Trust Loomis Sayles Funds I Loomis Sayles Funds II (the "Trusts") 399 Boylston Street Boston, MA 02116 CDC Nvest Funds Trust I Loomis Sayles Funds I CDC Nvest Star Advisers Loomis Sayles Benchmark Fund Core Bond Fund CDC Nvest Star Value Fund Loomis Sayles Bond Fund CGM Advisor Targeted Loomis Sayles Fixed Equity Fund Income Fund Hansberger International Loomis Sayles Global Fund Bond Fund Loomis Sayles Core Plus Loomis Sayles High Bond Fund Income Opportunities Vaughan Nelson Small Cap Fund Value Fund Loomis Sayles Inflation Westpeak Capital Growth Protected Securities Fund Fund Loomis Sayles CDC Nvest Funds Trust II Institutional High Harris Associates Large Income Fund Cap Value Fund Loomis Sayles Loomis Sayles Intermediate Duration Massachusetts Tax Free Fixed Income Fund Income Fund Loomis Sayles Investment Grade Fixed Income Fund CDC Nvest Funds Trust III Loomis Sayles Mid Cap CDC IXIS Moderate Growth Fund Diversified Portfolio Loomis Sayles Small Cap Harris Associates Value Fund Focused Value Fund Loomis Sayles Small IXIS Equity Diversified Company Growth Fund Portfolio Loomis Sayles Funds II CDC Nvest Companies Loomis Sayles Aggressive Trust I Growth Fund AEW Real Estate Fund Loomis Sayles Growth Fund Loomis Sayles High CDC Nvest Cash Income Fund Management Trust Loomis Sayles Investment Money Market Series Grade Bond Fund Loomis Sayles Limited Term Government and Agency Fund Loomis Sayles Municipal Income Fund Loomis Sayles Research Fund Loomis Sayles Strategic Income Fund Loomis Sayles Small Cap Growth Fund Loomis Sayles Tax-Managed Equity Fund Loomis Sayles Value Fund Loomis Sayles Worldwide Fund (the "Funds") NOTICE OF SPECIAL MEETING OF SHAREHOLDERS June 2, 2005 A Special Meeting of the shareholders of each Fund will be held at 2:00 p.m. on June 2, 2005 at the offices of IXIS Asset Management Advisors, L.P., 399 Boylston Street, 10th floor, Boston, Massachusetts 02116 for these purposes: 1. To elect Trustees for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Companies Trust I, CDC Nvest Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II. 2. To consider the approval of an Amended and Restated Declaration of Trust for each of the Trusts. 3. To consider and act upon any other matters that properly come before the meeting and any adjourned session of the meeting. Shareholders of record at the close of business on April 6, 2005 are entitled to notice of and to vote at the meeting and any adjourned session. By order of the Boards of Trustees, Coleen Downs Dinneen Secretary April 6, 2005 PLEASE RESPOND. YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES ON THE INTERNET OR BY TELEPHONE OR COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. PROXY STATEMENT CDC Nvest Funds Trust I* CDC Nvest Funds Trust II* CDC Nvest Funds Trust III* CDC Nvest Companies Trust I* CDC Nvest Cash Management Trust* Loomis Sayles Funds I Loomis Sayles Funds II (the "Trusts") 399 Boylston Street Boston, MA 02116 CDC Nvest Funds Trust I Loomis Sayles Funds I CDC Nvest Star Advisers Loomis Sayles Benchmark Fund** Core Bond Fund*** CDC Nvest Star Value Loomis Sayles Bond Fund Fund** Loomis Sayles Fixed CGM Advisor Targeted Income Fund Equity Fund Loomis Sayles Global Hansberger International Bond Fund Fund Loomis Sayles High Loomis Sayles Core Plus Income Opportunities Bond Fund Fund Vaughan Nelson Small Cap Loomis Sayles Inflation Value Fund Protected Securities Westpeak Capital Growth Fund Fund Loomis Sayles Institutional High CDC Nvest Funds Trust II Income Fund Harris Associates Large Loomis Sayles Cap Value Fund Intermediate Duration Loomis Sayles Fixed Income Fund Massachusetts Tax Free Loomis Sayles Investment Income Fund Grade Fixed Income Fund Loomis Sayles Mid Cap CDC Nvest Funds Trust III Growth Fund*** CDC IXIS Moderate Loomis Sayles Small Cap Diversified Portfolio** Value Fund Harris Associates Loomis Sayles Small Focused Value Fund Company Growth Fund*** IXIS Equity Diversified Portfolio Loomis Sayles Funds II Loomis Sayles Aggressive CDC Nvest Companies Growth Fund Trust I Loomis Sayles Growth Fund AEW Real Estate Fund Loomis Sayles High Income Fund CDC Nvest Cash Loomis Sayles Investment Management Trust Grade Bond Fund Money Market Series Loomis Sayles Limited Term Government and Agency Fund Loomis Sayles Municipal Income Fund Loomis Sayles Research Fund Loomis Sayles Strategic Income Fund Loomis Sayles Small Cap Growth Fund Loomis Sayles Tax-Managed Equity Fund Loomis Sayles Value Fund Loomis Sayles Worldwide Fund (the "Funds") The Trustees of the Funds (the "Trustees") are soliciting proxies from the shareholders of each of the Funds in connection with a Special Meeting of Shareholders of each Fund (the "Meeting"). The Meeting has been called to be held at 2:00 p.m. on June 2, 2005 at the offices of IXIS Asset Management Advisors, L.P. ("IXIS Advisors"), 399 Boylston Street, 10th floor, Boston, Massachusetts 02116. The Presidents' Letter to Shareholders, meeting notice, this Proxy Statement and proxy cards are being sent to shareholders of record as of April 6, 2005 (the "Record Date") beginning on or about April 6, 2005. 1 The only items of business that the Trustees expect will come before the Meeting are (1) the election of Trustees of each Trust and (2) the approval of an Amended and Restated Declaration of Trust for each Trust. * Please note that, effective May 1, 2005, certain Trusts will be changing their names. These are name changes only and will not affect the management or operations of these Trusts. CDC Nvest Funds Trust I will be changing its name to IXIS Advisor Funds Trust I. CDC Nvest Funds Trust II will become IXIS Advisor Funds Trust II. CDC Nvest Funds Trust III will become IXIS Advisor Funds Trust III. CDC Nvest Companies Trust I will become IXIS Advisor Funds Trust IV. CDC Nvest Cash Management Trust will become IXIS Advisor Cash Management Trust. ** Please note that, effective May 1, 2005, certain Funds will also be changing their names. These name changes will not affect the management or operations of the Funds. CDC IXIS Modified Diversified Portfolio will become IXIS Moderate Diversified Portfolio. CDC Nvest Star Advisers Fund will become IXIS U.S. Diversified Portfolio. CDC Nvest Star Value Fund will become IXIS Value Fund. ***The Trustees have approved a plan of liquidation for this Fund. If the Fund is liquidated before the Record Date, shareholders of the Fund will not be entitled to vote at the Special Meeting of Shareholders. If the Fund is liquidated on or after the Record Date, shareholders of the Fund will be entitled to vote at the Special Meeting of Shareholders. It is expected that the Loomis Sayles Benchmark Core Bond Fund will be liquidated on May 13, 2005. 2 I. PROPOSAL 1: ELECTION OF TRUSTEES Background. The purpose of this proposal is to elect a Board of Trustees of each Trust. Pursuant to the provisions of each of the Trusts' current Declaration of Trust, the Trustees have determined that the number of Trustees shall be fixed at twelve. It is intended that the persons named as proxies will vote in favor of the election of all of the twelve nominees listed below, unless such authority has been withheld. Should the nominees be elected, each nominee's term of office will be until his or her successor is elected and qualified. If a nominee should be unavailable for election at the time of the meeting (which is not presently anticipated), the persons named as proxies may vote for other persons in their discretion, or the Trustees may vote to fix the number of Trustees at fewer than twelve or to leave a vacancy in the Board. The required vote is discussed below in "Other Information--Required Vote". All nominees named below (except for Mr. Baker and Ms. Walker) currently are Trustees of the Trusts and have served in that capacity continuously since originally elected or appointed (except for Mr. Allison, as described in note A to the table below). None of the nominees are related to each other. Those nominees listed under "Nominees for Interested Trustee" are "interested persons," as defined in the Investment Company Act of 1940, of the Trusts by virtue of their affiliation with the Trusts, IXIS Asset Management Advisors, L.P. ("IXIS Advisors"), Loomis, Sayles & Company, L.P. ("Loomis Sayles") or the Trusts' principal underwriters, IXIS Asset Management Distributors, L.P and Loomis Sayles Distributors, L.P. The Investment Company Act of 1940 provides that vacancies on the Boards of Trustees may be filled only by a meeting of shareholders duly called for that purpose, unless at least two-thirds of the trustees holding office immediately after the appointment were elected by the shareholders of the Trust. For the CDC Nvest Funds Trusts, the addition of trustees to the board of trustees for each trust requires such a shareholder vote. For the Loomis Sayles Funds Trusts, the Trustees have determined to submit the election of trustees to the shareholders at this time to avoid a solicitation at a future date when the election of trustees may become necessary. Each Fund is a series of one of the Trusts. CDC Nvest Funds Trust I consists of seven separate series, CDC Nvest Funds Trust II consists of two separate series and CDC Nvest Funds Trust III consists of three separate series. CDC Nvest Cash Management Trust and CDC Nvest Companies Trust I each consist of one series. CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust and CDC Nvest Companies Trust I are sometimes referred to as the "CDC Nvest Funds Trusts." Loomis Sayles Funds I consists of twelve separate series and Loomis Sayles Funds II consists of twelve separate series. Loomis Sayles Funds I and Loomis Sayles Funds II are sometimes referred to as the "Loomis Sayles Funds Trusts." 3 Information About the Nominees. Set forth below are the names of the Nominees together with certain information about them. Except as noted, the business address of each Nominee is 399 Boylston Street, Boston, MA 02116. NOMINEES FOR INDEPENDENT TRUSTEE ------------------------------------------------------------------------------------------------------------------ Number of Portfolios Term of Office in Fund Name, Date of Position(s) & Length of Principal Occupation(s) Complex Other Birth & Address Held with Trusts Time Served* During Past 5 Years** Overseen Directorships Held ------------------------------------------------------------------------------------------------------------------ Current Trustees ------------------------------------------------------------------------------------------------------------------ Graham T. Allison, Jr. Trustee Since 1984/A/ Douglas Dillon 39 Director, Taubman (3/23/40) Contract Review Professor and Director Centers, Inc. (real and Governance of the Belfer Center of estate investment Committee Science for International trust); Advisory Member Affairs, John F. Board Member, Kennedy School of USEC Inc. (energy Government, Harvard supplier) University ------------------------------------------------------------------------------------------------------------------ Edward A. Benjamin Trustee Since 2002/B/ Retired 39 Director, Coal, (5/30/38) Audit Committee Energy Investments & Member Management, LLC; Director, Precision Optics Corporation (optics manufacturer) ------------------------------------------------------------------------------------------------------------------ Daniel M. Cain Trustee Since 1996/C/ President and CEO, 39 Trustee, Universal (2/24/45) Co-Chairman of Co-Chairman Cain Brothers & Health Realty Income the Board of the Board Company, Incorporated Trust; Director, Chairman of the since August (investment banking) Sheridan Healthcorp Audit Committee 2004 (physician practice management) ------------------------------------------------------------------------------------------------------------------ Paul G. Chenault Trustee Since 2000/D/ Retired; Trustee, First 39 Director, Mailco (9/12/33) Contract Review Variable Life (variable Office Products, Inc. and Governance life insurance) (mailing equipment) Committee Member ------------------------------------------------------------------------------------------------------------------ Kenneth J. Cowan Trustee Since 1975/E/ Retired 39 None (4/5/32) Co-Chairman of Co-Chairman the Board of the Board Chairman of the since August Contract Review 2004 and Governance Committee ------------------------------------------------------------------------------------------------------------------ Richard Darman Trustee Since 1996/F/ Partner, The Carlyle 39 Director and (5/10/43) Contract Review Group (investments); Chairman of the and Governance formerly, Professor, Board of Directors, Committee John F. Kennedy School AES Corporation Member of Government, Harvard (international power University company) ------------------------------------------------------------------------------------------------------------------ Sandra O. Moose Trustee Since 1982/G/ President, Strategic 39 Director, Verizon (2/17/42) Audit Committee Advisory Services Communications; Member (management Director, Rohm and consulting); formerly, Haas Company Senior Vice President (specialty chemicals); and Director, The Director, AES Boston Consulting Corporation Group, Inc. (management consulting)
4 NOMINEES FOR INDEPENDENT TRUSTEE --------------------------------------------------------------------------------------------------------------------- Number of Portfolios Term of Office in Fund Name, Date of Position(s) & Length of Principal Occupation(s) Complex Other Birth & Address Held with Trusts Time Served* During Past 5 Years** Overseen Directorships Held --------------------------------------------------------------------------------------------------------------------- John A. Shane Trustee Since 1982/H/ President and Director, 39 Director, Gensym (2/22/33) Contract Review Palmer Service Corporation (software and Governance Corporation and technology Committee (venture capital service provider); Abt Member organization) Associates Inc. (research and consulting) --------------------------------------------------------------------------------------------------------------------- Proposed New Trustees --------------------------------------------------------------------------------------------------------------------- Charles D. Baker Nominee for Not applicable President and Chief Not None (11/13/56) Trustee Executive Officer, applicable Harvard Pilgrim Health Care Harvard Pilgrim Health 93 Worcester Street Care (health plan) Wellesley, MA 02481 --------------------------------------------------------------------------------------------------------------------- Cynthia L. Walker Nominee for Not applicable Dean for Finance & Not None (7/25/56) Trustee CFO (formerly, applicable Associate Dean for Finance & CFO), Harvard Medical School ---------------------------------------------------------------------------------------------------------------------
* The year provided is the earliest year during which a Trustee was elected or appointed for any of the Trusts. ** Each person listed above, except as noted, holds the same position(s) with the CDC Nvest and Loomis Sayles Funds Trusts. Previous positions during the past five years with the Distributor, IXIS Advisors or Loomis Sayles are omitted, if not materially different from a trustee's or officer's current position with such entity. /A /Mr. Allison served as Trustee from 1984 to 1993 for CDC Nvest Cash Management Trust and CDC Nvest Funds Trust I and for a short period in 1993 for CDC Nvest Funds Trust II. Mr. Allison has served as Trustee from 1995 to the present for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC Nvest Cash Management Trust, from 2000 to the present for CDC Nvest Companies Trust I and from 2003 to the present for the Loomis Sayles Funds Trusts. /B /Mr. Benjamin has served as Trustee from 2002 to the present for the Loomis Sayles Funds Trusts and from 2003 to the present for the CDC Nvest Funds Trusts. /C /Mr. Cain has served as Trustee from 1996 to the present for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC Nvest Cash Management Trust, from 2000 to the present for CDC Nvest Companies Trust I, and from 2003 to the present for the Loomis Sayles Funds Trusts. /D /Mr. Chenault has served as Trustee from 2000 to the present for Loomis Sayles Funds II, from 2002 to the present for Loomis Sayles Funds I and from 2003 to the present for the CDC Nvest Funds Trusts. /E /Mr. Cowan has served as Trustee from 1975 to the present for CDC Nvest Funds Trust II, from 1993 to the present for CDC Nvest Cash Management Trust and CDC Nvest Funds Trust I, from 1995 to the present for CDC Nvest Funds Trust III, from 2000 to the present for CDC Nvest Companies Trust I and from 2003 to the present for the Loomis Sayles Funds Trusts. /F /Mr. Darman has served as Trustee from 1996 to the present for CDC Nvest Funds Trusts I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC Nvest Cash Management Trust, from 2000 to the present for CDC Nvest Companies Trust I and from 2003 to the present for the Loomis Sayles Funds Trusts. /G /Ms. Moose has served as Trustee from 1982 to the present for CDC Nvest Cash Management Trust and CDC Nvest Funds Trust I, from 1993 to the present for CDC Nvest Funds Trust II, from 1995 to the present for CDC Nvest Funds Trust III, from 2000 to the present for CDC Nvest Companies Trust I and from 2003 to the present for the Loomis Sayles Funds Trusts. /H /Mr. Shane has served as Trustee from 1982 to the present for CDC Nvest Funds Trust II, from 1993 to the present for CDC Nvest Cash Management Trust and CDC Nvest Funds Trust I, from 1995 to the present for CDC Nvest Funds Trust III, from 2000 to the present for CDC Nvest Companies Trust I and from 2003 to the present for the Loomis Sayles Funds Trusts. 5 NOMINEES FOR INTERESTED TRUSTEE -------------------------------------------------------------------------------------------------------------- Number of Portfolios Term of Office in Fund Name, Date of Position(s) & Length of Principal Occupation(s) Complex Other Birth & Address Held with Trusts Time Served* During Past 5 Years** Overseen Directorships Held -------------------------------------------------------------------------------------------------------------- Robert J. Blanding/1/ Trustee Since 2002/I/ President, Chairman, 39 None (4/17/47) President and Director, and Chief 555 California Street Chief Executive Executive Officer, San Francisco, CA 94104 Officer of Loomis Sayles; Loomis Sayles President and CEO, Funds I; Chief Loomis Sayles Funds I Executive Officer of Loomis Sayles Funds II -------------------------------------------------------------------------------------------------------------- John T. Hailer/2/ Trustee Since 2000/J/ President and Chief 39 None (11/23/60) President and Executive Officer, IXIS Chief Executive Asset Management Officer of CDC Distributors, L.P. Nvest Funds Trusts; President of Loomis Sayles Funds II, Executive Vice President of Loomis Sayles Funds I
* The year provided is the earliest year during which a Trustee was elected or appointed for any of the Trusts. ** Each person listed above, except as noted, holds the same position(s) with the CDC Nvest and Loomis Sayles Funds Trusts. Previous positions during the past five years with the Distributor, IXIS Advisors or Loomis Sayles are omitted, if not materially different from a trustee's or officer's current position with such entity. /I /Mr. Blanding has served as Trustee from 2002 to the present for the Loomis Sayles Funds Trusts and from 2003 to the present for the CDC Nvest Funds Trusts. /J /Mr. Hailer has served as Trustee from 2000 to the present for the CDC Nvest Funds Trusts and from 2003 to the present for the Loomis Sayles Funds Trusts. /1 /Mr. Blanding is deemed an "interested person" of the Trusts because he holds the following positions with affiliated persons of the Trusts: President, Chairman, Director and Chief Executive Officer of Loomis Sayles. /2 /Mr. Hailer is deemed an "interested person" of the Trusts because he holds the following positions with affiliated persons of the Trusts: Director and Executive Vice President of IXIS Asset Management Distribution Corporation ("IXIS Distribution Corporation"); and President and Chief Executive Officer of IXIS Advisors. Each Trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72. At a meeting held on November 19, 2004, the Trustees voted to suspend the retirement policy until 2006. The Trustees may reevaluate or suspend the retirement policy in the future. If a vacancy exists for any reason, the remaining Trustees will fill such vacancy by appointing another Trustee so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders' meeting for the purpose of electing Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees. 6 The Board of Trustees of the Trusts is currently composed of two interested and eight Independent Trustees. The total number of meetings of the board of trustees for each Trust's last fiscal year is listed in the following table. For each Trust, all Trustees attended at least 75% of the board and relevant committee meetings held during each Trust's last fiscal year.
Number of Trust Fiscal Year Ended Meetings ----- ------------------ --------- CDC Nvest Companies Trust I.... January 31, 2005 5 CDC Nvest Funds Trust I*....... December 31, 2004 CDC Nvest Funds Trust II* CDC Nvest Funds Trust III 5 Loomis Sayles Funds I.......... September 30, 2004 Loomis Sayles Funds II 5 CDC Nvest Cash Management Trust June 30, 2004 4
-------- * Loomis Sayles Core Plus Bond Fund, a series of CDC Nvest Funds Trust I, and Loomis Sayles Massachusetts Tax Free Income Fund, a series of CDC Nvest Funds Trust II, each have a fiscal year end of September 30, which is different from the other Funds in such Trusts. Information about the Officers. The table below provides certain information about the officers of the Trusts including their ages, positions, terms of office and length of time served, and principal occupations during the past five years. Except as noted, the business address of each officer is 399 Boylston Street, Boston, MA 02116. OFFICERS --------------------------------------------------------------------------------------------- Term of Office Name, Date of Position(s) & Length of Principal Occupation(s) Birth & Address Held with Trusts Time Served* During Past 5 Years** --------------------------------------------------------------------------------------------- Coleen Downs Dinneen Secretary, Clerk and Since 2004 Senior Vice President, General (12/16/60) Chief Legal Officer Counsel, Secretary and Clerk (formerly, Deputy General Counsel, Assistant Secretary and Assistant Clerk), IXIS Asset Management Distribution Corporation, IXIS Asset Management Distributors, L.P., IXIS Asset Management Advisors, L.P. and IXIS Asset Management Services Company; Chief Compliance Officer, IXIS Asset Management Advisors, L.P. --------------------------------------------------------------------------------------------- Daniel J. Fuss Executive Vice Since 2003 Vice Chairman and Director, (9/27/33) President, Loomis Loomis, Sayles & Company, L.P.; One Financial Center Sayles Funds Trusts Prior to 2002, President and Trustee Boston, MA 02111 of Loomis Sayles Funds II ---------------------------------------------------------------------------------------------
7 OFFICERS ------------------------------------------------------------------------------------------- Term of Office Name, Date of Position(s) & Length of Principal Occupation(s) Birth & Address Held with Trusts Time Served* During Past 5 Years** ------------------------------------------------------------------------------------------- Michael C. Kardok Treasurer, Principal Since 2004 Senior Vice President, IXIS Asset (7/17/59) Financial and Management Advisors, L.P. and Accounting Officer IXIS Asset Management Distributors, L.P.; formerly, Senior Vice President, IXIS Asset Management Services Company; formerly, Senior Director, PFPC Inc; formerly, Vice President-- Division Manager, First Data Investor Services, Inc. ------------------------------------------------------------------------------------------- Frank A. LoPiccolo Anti-Money Since 2003 President, Chief Executive Officer (4/1/53) Laundering Officer and Director (formerly, Executive Vice President), IXIS Asset Management Services Company ------------------------------------------------------------------------------------------- John E. Pelletier Chief Operating Since 2004 Executive Vice President and Chief (6/24/64) Officer Operating Officer (formerly, General Counsel, Secretary and Clerk), IXIS Asset Management Distributors, L.P. and IXIS Asset Management Advisors, L.P.; Executive Vice President (formerly, Senior Vice President, General Counsel, Secretary and Clerk), IXIS Asset Management Distribution Corporation; Director (formerly, President, Chief Executive Officer, General Counsel, Secretary and Clerk), IXIS Asset Management Services Company ------------------------------------------------------------------------------------------- Kristin Vigneaux Chief Compliance Since 2004 Chief Compliance Officer for (9/25/69) Officer, since 2004 Mutual Funds, IXIS Asset Management Distributors, L.P., IXIS Asset Management Advisors, L.P. and IXIS Asset Management Services Company; formerly, Vice President, IXIS Asset Management Services Company
-------- * Each officer of the Trust serves for an indefinite term in accordance with its current By-laws until the date his or her successor is elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified. ** Each person listed above, except as noted, holds the same position(s) with the CDC Nvest and Loomis Sayles Funds Trusts. Mr. Fuss is not an officer of the CDC Nvest Funds Trusts. Previous positions during the past five years with the Distributor, IXIS Advisors or Loomis Sayles are omitted, if not materially different from a trustee's or officer's current position with such entity. 8 Standing Board Committees The Trusts have delegated certain authority to the two standing committees of the Trusts, the Audit Committee and the Contract Review and Governance Committee. The Contract Review and Governance Committee of the Trusts consists solely of Independent Trustees and considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between the adviser and the Trusts, and governance matters relating to the trusts. The Contract Review and Governance Committee also makes nominations for independent trustee membership on the Board of Trustees when necessary and considers recommendations from shareholders of the Funds that are submitted in accordance with the procedures by which shareholders may communicate with the Board of Trustees. Pursuant to those procedures, shareholders may submit a recommendation for nomination in a signed writing addressed to the attention of the Board of Trustees, c/o Secretary of the Funds, IXIS Asset Management Advisors, L.P., 399 Boylston Street, Boston, MA 02116. This written communication must (i) be signed by the shareholder, (ii) include the name and address of the shareholder, (iii) identify the Fund(s) to which the communication relates, and (iv) identify the account number, class and number of shares held by the shareholder as of a recent date or the intermediary through which the shares are held. The recommendation must contain sufficient background information concerning the recommended trustee candidate to enable a proper judgment to be made as to the candidate's qualifications, which may include (i) the recommended candidate's knowledge of the mutual fund industry; (ii) any experience possessed by the recommended candidate as a director or senior officer of other public companies; (iii) the recommended candidate's educational background; (iv) the recommended candidate's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the recommended candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the recommended candidate's perceived ability to contribute to the ongoing functions of the Board, including the nominee's ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the recommended candidate's ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the appropriate Board Committee may request in light of the existing composition of the Board and any anticipated vacancies or other transitions. The recommendation must be received in a timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). A recommendation for trustee nomination shall be kept on file and considered by the Board for six (6) months from the date of receipt, after which the recommendation shall be considered stale and discarded. The total number of meetings of the Contract Review and Governance Committee for each Trust's last fiscal year is listed in the following table:
Number of Trust Fiscal Year Ended Meetings ----- ------------------ --------- CDC Nvest Companies Trust I.... January 31, 2005 5 CDC Nvest Funds Trust I*....... December 31, 2004 5 CDC Nvest Funds Trust II* CDC Nvest Funds Trust III Loomis Sayles Funds I.......... September 30, 2004 5 Loomis Sayles Funds II CDC Nvest Cash Management Trust June 30, 2004 5
-------- * Loomis Sayles Core Plus Bond Fund, a series of CDC Nvest Funds Trust I, and Loomis Sayles Massachusetts Tax Free Income Fund, a series of CDC Nvest Funds Trust II, each have a fiscal year end of September 30, which is different from the other Funds in such Trusts. 9 The Audit Committee of the Trusts consists solely of Independent Trustees and considers matters relating to the scope and results of the Trusts' audits and serves as a forum in which the independent auditors can raise any issues or problems identified in the audit with the Board of Trustees. This Committee also reviews and monitors compliance with stated investment objectives and policies, SEC and Treasury regulations as well as operational issues relating to the transfer agent and custodian. The total number of meetings of the Audit Committee for each Trust's last fiscal year is listed in the following table:
Number of Trust Fiscal Year Ended Meetings ----- ------------------ --------- CDC Nvest Companies Trust I.... January 31, 2005 5 CDC Nvest Funds Trust I*....... December 31, 2004 5 CDC Nvest Funds Trust II* CDC Nvest Funds Trust III Loomis Sayles Funds I.......... September 30, 2004 5 Loomis Sayles Funds II CDC Nvest Cash Management Trust June 30, 2004 9
-------- * Loomis Sayles Core Plus Bond Fund, a series of CDC Nvest Funds Trust I, and Loomis Sayles Massachusetts Tax Free Income Fund, a series of CDC Nvest Funds Trust II, each have a fiscal year end of September 30, which is different from the other Funds in such Trusts. The current membership of each committee is as follows: Audit Committee Contract Review and Governance Committee --------------- ---------------------------------------- Daniel M. Cain--Chairman Kenneth J. Cowan--Chairman Sandra O. Moose Graham T. Allison, Jr. Edward A. Benjamin Richard Darman John A. Shane Paul G. Chenault The committee on which Mr. Baker or Ms. Walker will serve if they are elected as Trustees of the Trusts has not been determined. Ownership of Fund Shares The following tables set forth the dollar range of shares of each nominee beneficially owned by each Nominee in (i) each Fund and (ii) all of the Funds in the CDC Nvest Funds and Loomis Sayles Funds complex, as of March 8, 2005. Dollar Range of Equity Securities Owned by Each Nominee*
Graham T. Edward A. Charles D. Paul G. Kenneth J. Name of Fund Allison, Jr. Benjamin Baker Chenault Cowan -------------------------------------------------------------------------------------------- AEW Real Estate Fund E A A A B -------------------------------------------------------------------------------------------- CDC Nvest Cash Management Trust--Money Market Series A A A A E --------------------------------------------------------------------------------------------
10
Graham T. Edward A. Charles D. Paul G. Kenneth J. Name of Fund Allison, Jr. Benjamin Baker Chenault Cowan ------------------------------------------------------------------------------------------------------- CDC IXIS Moderate Diversified Portfolio A A A A A ------------------------------------------------------------------------------------------------------- CDC Nvest Star Advisers Fund E A A A C ------------------------------------------------------------------------------------------------------- CDC Nvest Star Value Fund A A A A B ------------------------------------------------------------------------------------------------------- CGM Advisor Targeted Equity Fund E A A A C ------------------------------------------------------------------------------------------------------- Hansberger International Fund A A A A B ------------------------------------------------------------------------------------------------------- Harris Associates Focused Value Fund A C A A C ------------------------------------------------------------------------------------------------------- Harris Associates Large Cap Value Fund A A A A C ------------------------------------------------------------------------------------------------------- IXIS Equity Diversified Portfolio A A A A A ------------------------------------------------------------------------------------------------------- Loomis Sayles Aggressive Growth Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Benchmark Core Bond Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Bond Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Core Plus Bond Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Global Bond Fund A C A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Growth Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles High Income Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles High Income Opportunities Fund A A A A A ------------------------------------------------------------------------------------------------------- Loomis Sayles Inflation Protected Securities Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Institutional High Income Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund A A A A E ------------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Fixed Income Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Bond Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Limited Term Government and Agency Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Massachusetts Tax Free Income Fund A A A A A ------------------------------------------------------------------------------------------------------- Loomis Sayles Municipal Income Fund A A A A A ------------------------------------------------------------------------------------------------------- Loomis Sayles Research Fund A A A D B ------------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Growth Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Value Fund A C A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Small Company Growth Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Strategic Income Fund A C A A C ------------------------------------------------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Value Fund A A A A B ------------------------------------------------------------------------------------------------------- Loomis Sayles Worldwide Fund C A A A B -------------------------------------------------------------------------------------------------------
11
Graham T. Edward A. Charles D. Paul G. Kenneth J. Name of Fund Allison, Jr. Benjamin Baker Chenault Cowan ---------------------------------------------------------------------------------------------------- Vaughan Nelson Small Cap Value Fund A A A A B ---------------------------------------------------------------------------------------------------- Westpeak Capital Growth Fund A A A A B ---------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director or Nominee in Family of Investment Companies E E A D E ----------------------------------------------------------------------------------------------------
*A.None B.$1 - $10,000 C.$10,0011 - $50,000 D.$50,0011 - $100,000 E.over $100,000 Amountsinclude amounts held through the deferred compensation plan. Dollar Range of Equity Securities Owned by Each Nominee* (continued)
------------------------------------------------------------------------------------------------ Daniel M. Richard Sandra O. John A. Cynthia L. Name of Fund Cain Darman Moose Shane Walker ------------------------------------------------------------------------------------------------ AEW Real Estate Fund A A A E A ------------------------------------------------------------------------------------------------ CDC Nvest Cash Management Trust--Money Market Series A A A A A ------------------------------------------------------------------------------------------------ CDC IXIS Moderate Diversified Portfolio A A A A A ------------------------------------------------------------------------------------------------ CDC Nvest Star Advisers Fund A E E A A ------------------------------------------------------------------------------------------------ CDC Nvest Star Value Fund A A A A A ------------------------------------------------------------------------------------------------ CGM Advisor Targeted Equity Fund A E A A A ------------------------------------------------------------------------------------------------ Hansberger International Fund A E A A A ------------------------------------------------------------------------------------------------ Harris Associates Focused Value Fund A A A A A ------------------------------------------------------------------------------------------------ Harris Associates Large Cap Value Fund A A A A A ------------------------------------------------------------------------------------------------ IXIS Equity Diversified Portfolio A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Aggressive Growth Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Benchmark Core Bond Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Bond Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Core Plus Bond Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Fixed Income Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Global Bond Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Growth Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles High Income Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles High Income Opportunities Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Inflation Protected Securities Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Institutional High Income Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Intermediate Duration Fixed Income Fund A A A A A ------------------------------------------------------------------------------------------------ Loomis Sayles Investment Grade Fixed Income Fund A A A A A ------------------------------------------------------------------------------------------------
12
--------------------------------------------------------------------------------------------- Daniel M. Richard Sandra O. John A. Cynthia L. Name of Fund Cain Darman Moose Shane Walker --------------------------------------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Bond Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Limited Term Government and Agency Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Massachusetts Tax Free Income Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Municipal Income Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Research Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Growth Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Value Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Small Company Growth Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Strategic Income Fund A A A C A --------------------------------------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Value Fund A A A A A --------------------------------------------------------------------------------------------- Loomis Sayles Worldwide Fund C A A A A --------------------------------------------------------------------------------------------- Vaughan Nelson Small Cap Value Fund E A A A A --------------------------------------------------------------------------------------------- Westpeak Capital Growth Fund A A A A A --------------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director or Nominee in Family of Investment Companies E E E E A ---------------------------------------------------------------------------------------------
*A.None B.$1 - $10,000 C.$10,001 - $50,000 D.$50,001 - $100,000 E.over $100,000 Amountsinclude amounts held through the deferred compensation plan. Dollar Range of Equity Securities Owned by Each Nominee* (continued)
------------------------------------------------------------------------ Robert J. John T. Name of Fund Blanding** Hailer** ------------------------------------------------------------------------ AEW Real Estate Fund A A ------------------------------------------------------------------------ CDC Nvest Cash Management Trust--Money Market Series A A ------------------------------------------------------------------------ CDC IXIS Moderate Diversified Portfolio A A ------------------------------------------------------------------------ CDC Nvest Star Advisers Fund A A ------------------------------------------------------------------------ CDC Nvest Star Value Fund A A ------------------------------------------------------------------------ CGM Advisor Targeted Equity Fund A D ------------------------------------------------------------------------ Hansberger International Fund A A ------------------------------------------------------------------------ Harris Associates Focused Value Fund A A ------------------------------------------------------------------------ Harris Associates Large Cap Value Fund A D ------------------------------------------------------------------------ IXIS Equity Diversified Portfolio A A ------------------------------------------------------------------------ Loomis Sayles Aggressive Growth Fund C A ------------------------------------------------------------------------
13
------------------------------------------------------------------------------------------------- Robert J. John T. Name of Fund Blanding** Hailer** ------------------------------------------------------------------------------------------------- Loomis Sayles Benchmark Core Bond Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Bond Fund E A ------------------------------------------------------------------------------------------------- Loomis Sayles Core Plus Bond Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Global Bond Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Growth Fund E A ------------------------------------------------------------------------------------------------- Loomis Sayles High Income Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles High Income Opportunities Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Inflation Protected Securities Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Institutional High Income Fund E A ------------------------------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Fixed Income Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Bond Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Limited Term Government and Agency Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Massachusetts Tax Free Income Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Municipal Income Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Research Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Growth Fund E C ------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Value Fund E E ------------------------------------------------------------------------------------------------- Loomis Sayles Small Company Growth Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Strategic Income Fund E A ------------------------------------------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund A A ------------------------------------------------------------------------------------------------- Loomis Sayles Value Fund D A ------------------------------------------------------------------------------------------------- Loomis Sayles Worldwide Fund A A ------------------------------------------------------------------------------------------------- Vaughan Nelson Small Cap Value Fund A A ------------------------------------------------------------------------------------------------- Westpeak Capital Growth Fund A A ------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director or Nominee in Family of Investment Companies E E -------------------------------------------------------------------------------------------------
*A.None B.$1 - $10,000 C.$10,001 - $50,000 D.$50,001 - $100,000 E.over $100,000 ** Messrs. Hailer and Blanding are Interested Trustees. 14 Trustee Compensation The Trusts pay no compensation to their officers or to their Trustees who are Interested Trustees. Each Independent Trustee receives, in the aggregate, a retainer fee at the annual rate of $50,000 and meeting attendance fees of $5,000 for each meeting of the Board of Trustees that he or she attends. The Co-Chairmen of the Board each receive an additional annual retainer fee of $25,000. Each committee chairman receives an additional retainer fee at the annual rate of $7,000. Each Committee member is compensated $3,750 per Committee meeting that he or she attends. These fees are allocated among the mutual fund portfolios in the Trusts based on a formula that takes into account, among other factors, the relative net assets of each mutual fund portfolio. In addition, for oversight of the AEW Real Estate Income Fund, a closed-end Fund advised by AEW Management and Advisors, L.P, and an affiliate of IXIS Advisors and Loomis Sayles, each Trustee receives a retainer fee at the annual rate of $2,000 and meeting attendance fees of $375 for each meeting of the Board of Trustees that he or she attends. Each committee member receives an additional retainer fee at the annual rate of $2,000. Furthermore, each committee chairman receives an additional retainer fee (beyond the $2,000 fee) at the annual rate of $1,000. The retainer fees for the AEW Real Estate Income Fund assume four Committee meetings per year. Each Trustee is compensated $200 per Committee meeting that he or she attends in excess of four per year. Prior to July 1, 2004, each Independent Trustee received, in the aggregate, a retainer fee at the annual rate of $45,000 and meeting attendance fees of $4,500 for each meeting of the Board of Trustees that he or she attended. Each committee member received an additional retainer fee at the annual rate of $7,000. Furthermore, each committee chairman received an additional retainer fee (beyond the $7,000 fee) at the annual rate of $5,000. The retainer fees assumed four Committee meetings per year. Each Trustee was compensated $1,750 per Committee meeting that he or she attended in excess of four per year. The Trusts do not provide retirement or pension benefits to the Trustees. The following table sets forth information describing the compensation of each Trustee and committee member for his or her services for the year ended December 31, 2004. The Funds have not adopted any pension or retirement plan for the Trustees. Therefore there are no pension or retirement benefits accrued as a part of Fund expenses and the estimated annual benefits upon retirement are $0 for all Trustees. Compensation Table Total Aggregate Compensation from each Trust*
Total CDC CDC CDC CDC CDC Nvest Compensation Nvest Nvest Nvest Nvest Cash Loomis Loomis from the Funds Funds Funds Companies Management Sayles Sayles Fund Name of Trustee Trust I Trust II Trust III Trust I Trust Funds I Funds II Complex** --------------------------------------------------------------------------------------------------- Graham T. Allison*** $20,959 $4,192 $3,407 $1,317 $3,018 $35,311 $20,546 $ 88,750 --------------------------------------------------------------------------------------------------- Edward A. Benjamin*** $21,815 $4,362 $3,575 $1,376 $3,132 $36,815 $21,425 $ 92,500 --------------------------------------------------------------------------------------------------- Daniel M. Cain*** $25,247 $5,058 $4,207 $1,619 $3,601 $42,737 $25,065 $107,535 --------------------------------------------------------------------------------------------------- Paul G. Chenault $20,959 $4,192 $3,407 $1,317 $3,018 $35,311 $20,546 $ 88,750 --------------------------------------------------------------------------------------------------- Kenneth J. Cowan*** $24,391 $4,888 $4,039 $1,560 $3,487 $41,233 $24,186 $103,785 --------------------------------------------------------------------------------------------------- Richard Darman*** $19,824 $3,976 $3,254 $1,265 $2,845 $33,440 $19,646 $ 84,250 --------------------------------------------------------------------------------------------------- Sandra O. Moose $21,815 $4,362 $3,575 $1,376 $3,132 $36,815 $21,425 $ 92,500 --------------------------------------------------------------------------------------------------- John A. Shane $20,959 $4,192 $3,407 $1,317 $3,018 $35,311 $20,546 $ 88,750 --------------------------------------------------------------------------------------------------- Robert J. Blanding $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 --------------------------------------------------------------------------------------------------- John T. Hailer $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 --------------------------------------------------------------------------------------------------- Peter S. Voss+ $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
15 * Compensation information is given for the year ending December 31, 2004, which is the fiscal year end for CDC Nvest Funds Trust I (except for Loomis Sayles Core Plus Bond Fund), CDC Nvest Funds Trust II (except for Loomis Sayles Massachusetts Tax Free Income Fund) and CDC Nvest Funds Trust III. The fiscal years of the other Trusts end on the following dates: CDC Nvest Companies Trust I, January 31; CDC Nvest Cash Management Trust, June 30; Loomis Sayles Funds I and Loomis Sayles Funds II, September 30. ** Total compensation represents amounts paid during 2004 to a Trustee for serving on the board of trustees of eight trusts with a total of forty-one (41) funds as of December 31, 2004. ***Amounts include payments deferred by trustees for the year ended December 31, 2004, with respect to the Trusts. The total amount of deferred compensation accrued for CDC Nvest Funds Trust I as of December 31, 2004 for the Trustees is as follows: Allison ($20,959), Benjamin ($21,815), Cain ($25,247), Cowan ($5,937) and Darman ($19,824). The total amount of deferred compensation accrued for CDC Nvest Funds Trust II as of December 31, 2004 for the Trustees is as follows: Allison ($4,192), Benjamin ($4,363), Cain ($25,247), Cowan ($1,183) and Darman ($3,976). The total amount of deferred compensation accrued for CDC Nvest Funds Trust III as of December 31, 2004 for the Trustees is as follows: Allison ($3,407), Benjamin ($3,575), Cain ($4,207), Cowan ($951) and Darman ($3,254). The total amount of deferred compensation accrued for CDC Nvest Funds Companies Trust I as of December 31, 2004 for the Trustees is as follows: Allison ($1,317), Benjamin ($1,376), Cain ($1,619), Cowan ($365) and Darman ($1,265). The total amount of deferred compensation accrued for CDC Nvest Cash Management Trust as of December 31, 2004 for the Trustees is as follows: Allison ($3,018), Benjamin ($3,132), Cain ($3,601), Cowan ($860) and Darman ($2,845). The total amount of deferred compensation accrued for Loomis Sayles Funds I as of December 31, 2004 for the Trustees is as follows: Allison ($35,311), Benjamin ($36,815), Cain ($42,737), Cowan ($9,979) and Darman ($33,440). The total amount of deferred compensation accrued for Loomis Sayles Funds II as of December 31, 2004 for the Trustees is as follows: Allison ($20,546), Benjamin ($21,425), Cain ($25,065), Cowan ($5,726) and Darman ($19,646). + Mr. Voss resigned as a Trustee of the Trusts effective August 20, 2004. Independent Registered Public Accounting Firm At the regular meeting of the Boards of Trustees on August 20, 2004, PricewaterhouseCoopers LLP ("PwC") was selected and approved by the Board of Trustees of CDC Nvest Cash Management Trust to serve as the independent registered public accounting firm for CDC Nvest Cash Management Trust--Money Market Series for the fiscal year ending June 30, 2005. At the regular meeting of the Boards of Trustees on November 19, 2004, PwC was selected and approved by the Boards of Trustees of CDC Nvest Funds Trust I (with respect to Loomis Sayles Core Plus Bond Fund only), CDC Nvest Funds Trust II (with respect to Loomis Sayles Massachusetts Tax Free Income Fund only), Loomis Sayles Funds I and Loomis Sayles Funds II to serve as the independent registered public accounting firm for such Funds for the fiscal year ending September 30, 2005. At the regular meeting of the Boards of Trustees on March 11, 2005, PwC was selected and approved by the Boards of Trustees of CDC Nvest Funds Trust I and CDC Nvest Funds Trust II (except with respect to the series mentioned above) and CDC Nvest Funds Trust III to serve as the independent public registered public accounting firm for such Funds for the fiscal year ending December 31, 2005 and by the Board of Trustees of CDC Nvest Companies Trust I for AEW Real Estate Fund for the fiscal year ending January 31, 2006. If requested by any Shareholder at a reasonable time before the Meeting, a Representative of PwC will be present by telephone at the Meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she chooses to do so. PwC is located at 125 High Street, Boston, Massachusetts 02110. 16 The following table sets forth the aggregate fees billed for professional services rendered by PwC to the Trusts in each of the last two fiscal years.
Trust and Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees All Other Fees ------------------------------------------------------------------------------------- CDC Nvest Funds Trust I ------------------------------------------------------------------------------------- December 31, 2004 $179,500 $15,000(1) $ 38,795(2) N/A ------------------------------------------------------------------------------------- December 31, 2003 $214,500 $ 4,000(1) $ 33,560(2) N/A ------------------------------------------------------------------------------------- CDC Nvest Funds Trust II ------------------------------------------------------------------------------------- December 31, 2004 $ 23,250 N/A $ 5,615(4) N/A ------------------------------------------------------------------------------------- December 31, 2003 $ 23,250 $ 7,000(3) $ 19,365(4) N/A ------------------------------------------------------------------------------------- CDC Nvest Funds Trust III ------------------------------------------------------------------------------------- December 31, 2004 $ 45,000 N/A $ 13,330(5) N/A ------------------------------------------------------------------------------------- December 31, 2003 $ 20,000 N/A $ 4,365(5) N/A ------------------------------------------------------------------------------------- CDC Nvest Companies Trust I ------------------------------------------------------------------------------------- January 31, 2005 $ 20,000 N/A $1,250(6) N/A ------------------------------------------------------------------------------------- January 31, 2004 $ 20,000 N/A $5,050(6) N/A ------------------------------------------------------------------------------------- CDC Nvest Cash Management Trust ------------------------------------------------------------------------------------- June 30, 2004 $ 22,300 N/A $1,900(7) N/A ------------------------------------------------------------------------------------- June 30, 2003 $ 22,300 N/A $1,900(7) N/A ------------------------------------------------------------------------------------- Loomis Sayles Funds I ------------------------------------------------------------------------------------- September 30, 2004 $284,000 $15,000 $ 60,200 N/A ------------------------------------------------------------------------------------- September 30, 2003 $353,700 $48,000 $ 69,230 N/A ------------------------------------------------------------------------------------- Loomis Sayles Funds II ------------------------------------------------------------------------------------- September 30, 2004 $345,500 $40,000 $ 74,515 N/A ------------------------------------------------------------------------------------- September 30, 2003 $395,450 $48,600 $ 100,534 N/A
(1)The audit related fees for 2003 and 2004 consist of $4,000 and $15,000, respectively, related to the performance of agreed upon procedures relating to the Trust's semi-annual financial statements. (2)The tax fees consist of a review of the Trust's tax returns, tax compliance, and year-end shareholder reporting. (3)The audit related fees for 2003 consist of $7,000 related to agreed upon procedures as a result of a merger regarding two series of the Trust. (4)The tax fees consist of a review of the Trust's tax returns (2003 & 2004), tax analysis relating to the merger of two series of the Trust (2003), and year-end shareholder reporting (2004). (5)The tax fees consist of a review of the Trust's tax returns (2004 & 2004), tax compliance (2004), and year-end shareholder reporting (2004). (6)The tax fees consist of a review of the Trust's tax returns (2003) and year-end shareholder reporting (2004). (7)The tax fees consist of review of the Trust's tax returns. On an annual basis, the Treasurer of the Funds submits to the Audit Committee information on the audit, audit-related, tax and other non-audit services to be rendered to the Funds that require pre-approval by the Audit Committee. This information provides a description of each type of service that is expected to require pre-approval, the maximum fees that can be paid for each service without further approval and the rationale for engaging the independent auditor to perform each service. The Audit Committee reviews and approves these services and reviews the projected fees for the next calendar year. 17 A report is provided to the Audit Committee at regularly scheduled, quarterly Audit Committee meetings containing a summary of the services provided during the prior quarter and the level of fees associated with those services. Any subsequent revisions to already pre-approved services or fees (including fee increases) are also presented for consideration at the quarterly meetings as needed. If subsequent to the annual pre-approval of services by the Audit Committee, the Funds or one of their affiliates determine that they would like to engage the Funds' independent auditors to perform a service not already pre-approved, the Funds or such affiliate submits a request to the Treasurer. If the Treasurer determines that the service fits within the independence guidelines (e.g., it is not a prohibited service), the Treasurer will arrange for a discussion of the service to be included on the agenda for the next regularly scheduled Audit Committee meeting so that pre-approval can be considered. If, in the opinion of the Treasurer of the Funds, a proposed engagement needs to commence before the next regularly scheduled Audit Committee meeting, the Treasurer shall submit a written summary of the proposed engagement to all members of the Audit Committee outlining the services, the estimated maximum cost, the category of the services (e.g., audit, audit-related, tax or other) and the rationale for engaging the independent auditor to perform the services. Pursuant to procedures approved by the Boards, to the extent the proposed engagement involves audit, audit-related or tax services, any one individual member of the Audit Committee who is an Independent Trustee is authorized under these procedures to pre-approve the engagement. To the extent the proposed engagement involves non-audit services other than audit, audit-related or tax, the entire Audit Committee is authorized to pre-approve the engagement. The Treasurer will arrange for this interim review and coordinate with the appropriate member(s) of the Audit Committee. An independent auditor must not commence the engagement under consideration until the Treasurer has indicated that the requisite approval has been obtained. The member of the Audit Committee who pre-approves any engagements between regularly scheduled Audit Committee meetings must report, for informational purposes only, any such pre-approval decisions to the Audit Committee at its next regularly scheduled meeting. The percentage of "Audit-Related Fees," "Tax Fees" and "All Other Fees" set forth in the table above that were waived pursuant to 17 C.F.R. 210.2-01(c)(7)(i)(C) was zero. 18 The following table sets forth the aggregate fees billed for non-audit services rendered by PwC to each Trust and to their respective investment advisers (but not any sub-advisers), and any other entity controlling, controlled by or under common control with an investment adviser that provides services to a Trust during each of the last two fiscal years.
Trust and Fiscal Year Ended Non-Audit Fees ---------------------------------------------- CDC Nvest Funds Trust I ---------------------------------------------- December 31, 2004 $537,955 ---------------------------------------------- December 31, 2003 $672,730 ---------------------------------------------- CDC Nvest Funds Trust II ---------------------------------------------- December 31, 2004 $301,650 ---------------------------------------------- December 31, 2003 $223,539 ---------------------------------------------- CDC Nvest Funds Trust III ---------------------------------------------- December 31, 2004 $389,150 ---------------------------------------------- December 31, 2003 $201,539 ---------------------------------------------- CDC Nvest Companies Trust I ---------------------------------------------- January 31, 2005 $128,050 ---------------------------------------------- January 31, 2004 $107,000 ---------------------------------------------- CDC Nvest Cash Management Trust ---------------------------------------------- June 30, 2004 $122,239 ---------------------------------------------- June 30, 2003 $110,000 ---------------------------------------------- Loomis Sayles Funds I ---------------------------------------------- September 30, 2004 $118,000 ---------------------------------------------- September 30, 2003 $110,000 ---------------------------------------------- Loomis Sayles Funds II ---------------------------------------------- September 30, 2004 $54,400 ---------------------------------------------- September 30, 2003 $45,000
In approving the selection of PwC, the Audit Committee considered, in addition to other practices and requirements relating to the selection of the Fund's auditors, whether PwC's provision of the non-audit services covered in the table above under "Non-Audit Fees" for the Funds, the investment advisers and for certain related other parties are compatible with maintaining the independence of PwC as the Funds' principal accountants. Nomination And Election Of Directors By Shareholders The Agreement and Declaration of Trust of each Trust does not provide for the annual election of Trustees. However, in accordance with the Investment Company Act of 1940, (i) each Trust will hold a shareholders' meeting for the election of Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders, and (ii) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the Trustees holding office have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. 19 As mentioned above under "Standing Board Committees," the duties of each Trust's Contract Review and Governance Committee includes the consideration and nomination of candidates for election as Independent Trustees. This committee will consider nominations from shareholders that comply with the requirements discussed above. The charter of the Contract Review and Governance Committee is attached as Appendix A to this Proxy Statement. The Committee will, when a vacancy on the Board of the Trusts exists or is anticipated, consider any candidate for Independent Trustee recommended by a shareholder of the Fund if such recommendation contains sufficient background information concerning the candidate to enable a proper judgment to be made as to the candidate's qualifications, and the recommendation is received in writing no later than the date specified for receipt of shareholder proposals, as set forth below. Any such recommendations must be sent to the address indicated below under "Shareholder Communications with the Boards." The Committee has not established specific, minimum qualifications that must be met by an individual to be recommended by the Committee for nomination as an Independent Trustee. When nominating an individual to fill a vacancy on a Fund's Board, the Committee may seek referrals from a variety of sources, including current Trustees, management of the Fund, and counsel to the Fund and to the Trustees. In evaluating nominees for a position on the Board, the Committee may consider a variety of factors, including (i) the nominee's knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the nominee as a director or senior officer of other public companies; (iii) the nominee's educational background; (iv) the nominee's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the nominee, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the nominee's perceived ability to contribute to the ongoing functions of the Board, including the nominee's ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominee's ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) such other factors as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions. Prior to making a final recommendation to the Board, the Committee may conduct personal interviews with the nominees it concludes are the most qualified candidates. Any individuals recommended by shareholders will be evaluated in the same manner as individuals brought to the Board's attention in some other manner. Mr. Baker and Ms. Walker, the two proposed new Trustees, were recommended by the ad hoc Trustee recruitment sub-committee of the Contract Review and Governance Committee, which consisted solely of Independent Trustees. Shareholder Communications with the Boards Shareholders may mail written communications to the Boards of Trustees, addressed as follows: To the Attention of the Board of Trustees c/o Coleen Downs Dinneen, Secretary IXIS Asset Management Advisors, L.P. 399 Boylston Street, Boston, Massachusetts 02116 A shareholder's written communication must (i) be signed by the shareholder, (ii) include the shareholder's name and address, (iii) identify the Fund(s) to which it relates and (iv) identify the account number, class and number of shares held by the shareholder as of a recent date or the intermediary through which the shares are held. Shareholders may also email communications to the Board of Trustees to secretaryofthefunds@ixisag.com, provided however that communications regarding recommendations for Trustee candidates may not be submitted by email. 20 The Secretary is responsible for collecting, reviewing and organizing all properly submitted shareholder communications. Except as provided below, the Secretary shall either (i) provide a copy of each properly submitted shareholder communications to the appropriate Committee of the Board, as determined by the Secretary, at the next regularly scheduled Board meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the appropriate Board Committee promptly after receipt; in either case, the Secretary may also provide, in addition to such shareholder communication, a proposed response to such communication. Except with respect to shareholder recommendations regarding candidates to the Board, the Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund or is otherwise ministerial in nature (such as a request for Fund literature, share data or financial information). These procedures shall not apply to (i) any communication from an officer or Trustee of the Fund, (ii) any communication from an employee or agent (for example, an employee of the Fund's investment advisor, administrator, custodian, distributor and transfer agent) of the Fund, unless such communication is made solely in such employee's or agent's capacity as a shareholder, or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal (i.e., shareholder proxy proposals). The Trustees unanimously recommend that shareholders vote FOR each nominee. 21 II. PROPOSAL 2: APPROVAL OF AN AMENDED AND RESTATED DECLARATION OF TRUST Background. Shareholders of each Trust will vote to approve an Amended and Restated Declaration of Trust for each Trust (the "Amended Declaration of Trust" or the "Amended Declaration"). For all Trusts except CDC Nvest Companies Trust I, each share is entitled to cast one vote, and fractional shares are entitled to a proportionate fractional vote. For CDC Nvest Companies Trust I, each shareholder is entitled to cast one vote for each dollar of net asset value (number of shares owned times net asset value per share), and each fractional dollar amount shall be entitled to a proportionate fractional vote. All of the Funds within a Trust vote together, as a single class. The required vote is discussed below in "Other Information--Required Vote". The Trustees of each Trust recommend that the shareholders of each Fund vote to approve the Amended Declaration of Trust for their Trust. In conjunction with the shareholder vote to elect additional Trustees, we are taking the opportunity to modernize our Declarations of Trust and to make them uniform across the Trusts. We anticipate that the overall effect of these changes will be to reduce costs and expenses in the administration of the Funds and provide more flexibility for the operations of the Funds, within the limits of applicable law. Certain of the changes apply to all Trusts. Others apply only to certain Trusts. Please see below for descriptions of the changes; the captions for each change indicate which Trusts the change applies to. Discussion of Proposal. The Proposal for your Trust is to approve the Amended Declaration of Trust. The discussion below will highlight the differences between the Trusts' current Declarations of Trust and the Amended Declaration of Trust, but is qualified in its entirety by reference to the form of Amended and Restated Declaration of Trust, which is attached as Appendix B to this Proxy Statement. The more significant differences between the current Declaration for your Trust and the Amended Declaration are described in the next several paragraphs. Following that, other differences are reviewed in less detail. If Proposal 2 is approved, the Trustees will adopt Amended and Restated By-Laws for each Trust that make necessary and appropriate changes based on the Amended Declaration. No shareholder approval is required for the Amended and Restated By-Laws. If Proposal 2 is approved, the Amended Declaration of Trust for each Trust will become effective when a majority of the Trustees has signed the Amended Declaration and caused it to be filed with the Secretary of the Commonwealth of Massachusetts and the Clerk of the City of Boston. 1. Trustee Standard of Care--All Trusts The current Declarations provide that a Trustee shall be liable for his or her own "willful misfeasance, bad faith, gross negligence or reckless disregard" of the duties involved in the conduct of the office of Trustee. A Trustee shall not be liable for errors of judgment or mistakes of fact or law. This standard should apply equally to all Trustees, including a trustee that serves as chairman of the Board, the lead or assistant lead independent Trustee, if any, a member or chairman of a committee of the Board, or an expert on any topic or in any area (including an audit committee financial expert). Article VII, Section 2 of the Amended Declaration adds language making this clear. In the SEC's 2003 adopting release for disclosure requirements related to the "audit committee financial expert" designation, the SEC stated that "[w]e find no support in the Sarbanes-Oxley Act or in related legislative history that Congress intended to change the duties, obligations or liability of any audit committee member, including the audit committee financial expert, through this provision." Although this is persuasive guidance, the standard of care imposed on Trustees is a matter governed by Massachusetts law rather than by federal law or regulations. Similarly, a Trustee designated as chairman of the board or any committee should not be held to a stricter standard of liability. As an extra safeguard for Trustees of the Trusts, the proposed change would make clear that one standard of liability applies for all Trustees, without regard to designation of additional 22 responsibilities or titles, or any implied expertise or qualifications based on the assumption of an additional position. The proposed change is expected to improve the ability of the Trusts to maintain and attract Trustees to serve on the Trust's audit committee and in certain other leadership roles without uncertainty over the standard of care to which they may be subject. 2. Reduced Quorum--All Trusts Each of the current Declarations provides that 40% of the shares entitled to vote shall constitute a quorum at a shareholders' meeting (except where a larger quorum is required by law, by the By-Laws, or elsewhere in the relevant Declaration). Article V, Section 3 of the Amended Declaration reduces the quorum to 30%. The lower quorum could, in certain instances, prevent the expense of adjourning a meeting or resoliciting shareholders should a quorum not be present in person or by proxy. A bare quorum would be sufficient to elect trustees, but certain other proposals would require a larger number of shareholders to be present to meet the threshold required to approve the proposal. For example, federal law generally requires that shareholders holding at least half the shares entitled to vote be present or represented by proxy to approve an investment advisory contract, even if the quorum is less than 50%. 3. Voting Requirement for Mergers--CDC Nvest Funds Trusts only Although the language is not entirely clear, the current Declarations for the CDC Nvest Funds Trusts have been read to allow a series or Trust to be merged into or consolidated with or have its shares exchanged (collectively, a "Merger") only if the Merger has been authorized by a vote of a majority of the outstanding shares of the relevant series or Trust. (The current Declarations for the Loomis Sayles Funds Trusts contain no such provision.) Article VIII, Section 5 of the Amended Declaration would allow a Merger without a shareholder vote to the extent permitted by Massachusetts and federal law. It is important to note that Rule 17a-8 under the Investment Company Act of 1940 requires the Board of Trustees of a fund to be merged to make certain determinations and requires shareholder approval unless certain conditions are satisfied, including that there may be no material changes in the investment advisory contract of the Fund, the independent trustees of the acquired fund will be a majority of the trustees of the surviving fund, and that any distribution fees pursuant to Rule 12b-1 will not be increased. Because of this requirement, some Mergers will require shareholder approval even though the Amended Declaration of Trust would not otherwise require it. In addition, the Trustees would have the option to require shareholder approval of any Merger (even if not otherwise required) if they determined that such a vote was necessary or desirable. It is anticipated that upon approval of the Amended Declaration, a Merger of a CDC Nvest Fund with a new fund (sometimes called a "shell reorganization") might be used for the purpose of moving a Fund into another one of the Trusts, without change in investment objectives, fees or other characteristics of such a Fund. In such a case, you would be permitted to cause that transaction to occur without shareholder approval. 4. Distributions to Shareholders--CDC Nvest Funds Trusts only The current Declarations of Trust for the CDC Nvest Funds Trusts provide that the Trustees "shall each year, or more frequently as they determine in their sole discretion, distribute to the Shareholders of each Series...an amount approximately equal to the net income attributable to the assets belonging to such Series and may from time to time distribute to the Shareholders of each Series...such additional amounts...as they may authorize." (emphasis added). The current Declarations of Trust for the Loomis Sayles Funds Trusts provide that the Trustees "may each year, or more frequently if they so determine, distribute to the Shareholders of each Series out of the assets of such Series such amounts as the Trustees may determine." (emphasis added). 23 The Amended Declaration conforms to the language in the current Declarations for the Loomis Sayles Funds Trusts. The new language (Article VI, Section 1) will provide the Trustees more flexibility with regard to distributions to shareholders. It may also improve efficiency of administration of the Trusts because there will be a uniform standard across all of the Trusts. No change to the distribution policies of any of the Funds is currently contemplated as a result of this change. Each Fund intends to meet all requirements under Subchapter M of the Internal Revenue Code necessary to qualify for treatment as a "regulated investment company." 5. Designation of Series--CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust The current Declarations for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC Nvest Cash Management Trust each list the series of the Trust within the Declaration. The effect of this provision is to require an amendment to the Declaration of Trust to be executed by the Trustees and filed with the Secretary of The Commonwealth of Massachusetts and the Clerk of the City of Boston each time a series (a fund) is added, terminated, or changes its name. The Amended Declaration would allow the Trustees to establish a new series (a fund), change the name of a series, or liquidate a series by a resolution or written consent of a majority of the Trustees. It would no longer be necessary for an amendment to be filed with the local and state governments. This is expected to reduce the burdens of administration of the relevant Funds, including legal expenses and filing fees. Similar provisions are in the current Declarations for the Loomis Sayles Funds Trusts and the CDC Nvest Companies Trust I, as well as the governing documents of other investment companies organized as Massachusetts business trusts. 6. Right of Access to Shareholder List or Transmission of Materials for a Special Meeting to Remove Trustees--All Trusts The Amended Declaration provides that a Trustee may be removed from office by the vote or written declaration of two-thirds of the shares of a Trust. The Trustees are required to call a meeting of shareholders to consider the question of removal of a trustee or trustees to the extent required by the Investment Company Act of 1940. The Investment Company Act of 1940 also provides that a group of shareholders meeting certain requirements as to number of shareholders in the group, length of ownership of shares in the Trust, and collective ownership of shares of a Trust has certain rights (at the option of the Trustees) of access to the list of shareholders or, upon payment of reasonable expenses, to have the communication mailed to the shareholders. The current Declarations (except for that of CDC Nvest Cash Management Trust) contain language that is substantially similar to the relevant provisions of the Investment Company Act of 1940. Some of those provisions are not included in the Amended Declaration of Trust because they are not required. The provisions of the Investment Company Act of 1940, as they may be amended from time to time, will govern removal of Trustees by shareholders and related issues regarding shareholder meetings for that purpose. No provisions on this subject appear in the current Declarations for the CDC Nvest Cash Management Trust. If the Amended Declaration is approved, the provisions of the Investment Company Act of 1940 that currently apply will continue to apply to Trustees of the CDC Nvest Cash Management Trust. For each of the Trusts, no change in the rights of shareholders to remove Trustees, access shareholder lists, or communicate with other shareholders for the purposes of calling a meeting to remove Trustees is anticipated. 7. Record Date--CDC Nvest Funds Trusts only The shareholders of the relevant class, series, or Trust on the "record date" for a shareholder meeting have the right to notice of the meeting and the right to vote at the meeting. The current Declarations for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and CDC Nvest Cash Management Trust each provide that the Trustees may select a record date for a meeting of shareholders not more than 60 days 24 before the date of the meeting. The current Declaration for CDC Nvest Companies Trust I provides that the record date may not be more than 90 days before the date of the meeting. The Amended Declaration of Trust would remove this restriction from the Declarations of Trust. If the Proposal is approved, the Trustees intend to add similar language to the By-Laws (such a change does not require a shareholder vote), allowing the record date to be up to 90 days prior to the date of a shareholder meeting. (The By-Laws of the Loomis Sayles Funds Trusts currently include this provision.) This change would allow for longer proxy solicitation periods when warranted, would provide for a uniform standard for all of the Trusts, and would allow the Trustees to modify the provision in the future without shareholder approval. 8. Voting By Share Rather Than By Net Asset Value--CDC Nvest Companies Trust I only The current Declaration for CDC Nvest Companies Trust I (the "Companies Trust Declaration") provides that a shareholder is entitled to one vote for each dollar of net asset value (number of shares times net asset value per share). The Amended Declaration of Trust, like the current Declarations of the other Trusts, instead provides that each share is entitled to one vote. (In all cases, fractional dollars of net asset value or fractional shares are entitled to fractional votes.) To the extent that the net asset value per share is different for different classes of the AEW Real Estate Fund, this change would have the effect of altering the voting power among the classes. 9. Shareholders' Right to Vote on Amendments--All Trusts Except CDC Nvest Companies Trust I The Companies Trust Declaration starts with the presumption that no shareholder vote is required and then lists the following instances in which a shareholder vote is required: amendments affecting shareholders' right to vote, any amendment required by law or the registration statement, any amendment to sections governing amendments, and any amendment submitted to shareholders by the Trustees. Similar language is included in the Amended Declaration. In contrast, the current Declarations for the other CDC Nvest Funds Trusts provide that amendments will require the approval of a majority of Trustees when authorized by a vote of a majority of shares entitled to vote with respect to that amendment, except for certain provisions regarding new Funds or classes and amendments "having the purpose of changing the name of the Trust or of any Series or class of Shares or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision." The current Declarations for the Loomis Sayles Funds Trusts also have similar language, with the exception that the Loomis Sayles Funds Trusts currently permit the Trustees to establish, change or eliminate the par value of shares without shareholder vote. This change will allow certain amendments to be adopted by the Trustees without the cost and delay of solicitation and a shareholder meeting when the Trustees determine that such a change is desirable. 10.Ability of Independent Trustees to Hire Employees, Agents or Experts--All Trusts The Amended Declaration contains language that explicitly authorizes the Independent Trustees, in their discretion, to hire employees and other agents and experts necessary to carry out their duties. The Independent Trustees must have this authority under recent changes to fund governance rules. None of the current Declarations explicitly grants such authority, although the By-Laws of the Trusts do contain a similar provision. We believe that the Declarations should be modified to include this language. 11.Additional Differences--CDC Nvest Funds Trusts I, CDC Nvest Funds Trust II and CDC Nvest Funds Trust III only The current Declarations for CDC Nvest Funds Trust I and CDC Nvest Funds Trust II are substantially identical. The differences between them include dates of adoption, names of series (funds), and minor variations in wording or punctuation in certain clauses. The current Declaration for CDC Nvest Funds Trust III has differences of the same scope as the differences between CDC Nvest Funds Trust I and CDC Nvest Funds Trust 25 II, and also includes a reference to the initial trustee and certain references to powers and rights that specifically refer to classes of Funds, rather than only to series (Funds). The differences between the current Declarations are minor and for purposes of the remainder of this section, the discussion indicates differences with the current Declarations, on the one hand, with the Amended Declaration, on the other hand. The current Declarations provide that any redemptions-in-kind shall approximate the diversification of assets of the series. The Amended Declaration contains no such requirement. Redemptions are generally in cash and, because the Funds have elected to be governed by Rule 18f-1 under the Investment Company Act of 1940, the circumstances in which a Fund pays the redemption price wholly or partly in kind are limited. 12.Additional Differences--CDC Nvest Companies Trust I only The Companies Trust Declaration contains several provisions that are not included in the Amended Declaration of Trust. These provisions are not included because they are not necessary in a declaration of trust (either because the Trustees have implied power to act, because they may be included in the By-Laws or otherwise). First, the Companies Trust Declaration states that that each share of the Trust "shall be fully paid and non-assessable." It explicitly grants the Trustees the power to impose sales charges or other fees, to issue fractional shares, to establish a mandatory retirement age, to delegate power to an investment adviser, and to take certain other actions. Certain terms not required in a declaration of trust, such as the fiscal year, provisions regarding the use of name of the adviser, and severability in case of conflict with laws are included in the Companies Trust Declaration but not in the Amended Declaration. The Companies Trust Declaration also allows a vote of a majority of outstanding shares (as defined in the Investment Company Act of 1940) to terminate the Trust (or a series or class). The Amended Declaration of Trust, like the current Declarations of the other Trusts, requires a higher shareholder vote (66 2/3%) for termination. For all of the current Declarations and the Amended Declaration, a majority of Trustees may terminate the Trust (or a series or class) upon notice to the shareholders. The Companies Trust Declaration provides that the Trustees' decision whether to bring or maintain a derivative claim (i.e., one which is brought on behalf of the Trust) is subject to a shareholder vote on the question. The Amended Declaration provides that the Trustees may, but need not, submit the question to a shareholder vote. The Companies Trust Declaration further provides that when the Trust makes payments in kind it shall "so far as may be practicable, deliver assets that approximate the diversification of all of the assets belonging to [the Fund being redeemed]." It also provides extensive detail on conduct of the Trust, a series (Fund), or class must conduct itself following termination of the same. The Amended Declaration contains no such provisions. 13.Additional Differences--Loomis Sayles Funds Trusts only The current Declarations for Loomis Sayles Funds I and Loomis Sayles Funds II are substantially identical to each other, other than the name of the Trust. The current Declarations restrict consideration for shares to cash or tangible or intangible property (or a combination thereof). There is no such restriction in the Amended Declaration. No change in current policies of the Trusts are intended at this time. The current Declarations state that a written consent of shareholders may be taken by a majority of shareholders. Article V, Section 4 of the Amended Declaration states that "[s]hareholders holding a majority of shares entitled to vote on the matter" may take action by written consent. The current Declarations for the Loomis Sayles Funds Trusts provide that amendments will be filed with the Boston City Clerk. This states current law and practice (to which no changes are anticipated) but is not included in the Amended Declaration. 26 14.Additional Differences--CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust and Loomis Sayles Funds Trusts The Amended Declaration provides that notices of shareholder meetings may be given by electronic mail or by facsimile. No such provision is included in the current Declarations for CDC Nvest Funds Trust I, CDC Nvest Funds Trust II and CDC Nvest Funds Trust III or for the Loomis Sayles Funds Trusts. The Trusts do not presently intend to change current practice regarding distribution of shareholder notices, although they may in the future subject to any applicable SEC rules or guidance. The Amended Declaration has more detailed provisions than the current Declarations on whether shareholder voting on a question will be by class, series (fund), or Trust. It also states that there shall be no cumulative voting for Trustees. The new language does not change shareholder rights but simply explicitly states the rules that currently apply to the Trusts by operation of law or otherwise. The Amended Declaration also specifies that assets of a series (a fund) are subject only to creditors of that series. The current Declarations do not include the limitation with respect to creditors of the particular series. The Amended Declaration specifically grants the Trust the power to redeem shareholders that engage in conduct "harmful to the Trust" or otherwise as the Trustees determine to be "necessary or appropriate." This provision is in the current Companies Trust Declaration and may be useful as an explicit grant of power for redemptions in accordance with the anti-money-laundering program or similar programs. Article III, Section 9 of the Amended Declaration adds new language regarding derivative claims (i.e., claims that are brought on behalf of the Trust). It governs the rules for a shareholder to make demand on the Trustees requesting that the Trustees bring or maintain an action, proceeding or claim. This section also describes the Trustees' power to settle derivative claims. 15.Additional Differences--CDC Nvest Cash Management Trust There are certain additional provisions in the current Declaration for the CDC Nvest Cash Management Trust intended for series (funds) of the type known as money market funds. References to Reserve Regulations, amortized cost, and maintenance of constant net asset value are practices relevant for a money market fund (but not for other mutual funds). The Amended Declaration does not contain such references because the officers of the Trust believe that they are not necessary. Consistent with applicable law and current practice, the Fund will use amortized cost valuation and seek to maintain a constant net asset value of $1.00 per share. The procedures for doing so will be governed by the By-Laws, applicable SEC regulations and such other procedures as the Trustees may from time to time adopt. The Trustees unanimously recommend that shareholders vote to approve the Amended and Restated Declaration of Trust for each Trust. 27 III. OTHER INFORMATION Investment Advisers and Subadvisers. The following table list each Fund's investment adviser and, where applicable, sub-adviser(s). Information about the advisers and subadvisers is provided after the table.
-------------------------------------------------------------------------------------------- Trust Fund Adviser Subadviser(s) -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I CDC Nvest Star IXIS Advisors Harris Associates L.P. Advisers Fund Loomis Sayles (as of May 1, 2005, will Mercury Advisors be renamed IXIS U.S. Diversified Portfolio) -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I CDC Nvest Star Value IXIS Advisors Harris Associates L.P. Fund Loomis Sayles (as of May 1, 2005, will Vaughan Nelson be renamed IXIS Value Investment Fund) Management, L.P. Westpeak Global Advisors, L.P. -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I CGM Advisor Targeted Capital Growth N/A Equity Fund Management Limited Partnership -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I Hansberger IXIS Advisors Hansberger Global International Fund Investors, Inc. -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I Loomis Sayles Core Loomis Sayles N/A Plus Bond Fund -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I Vaughan Nelson Small IXIS Advisors Vaughan Nelson Cap Value Fund Investment Management, L.P. -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I Westpeak Capital IXIS Advisors Westpeak Global Growth Fund Advisors, L.P. -------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust II Harris Associates Large IXIS Advisors Harris Associates L.P. Cap Value Fund -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust II Loomis Sayles Loomis Sayles N/A Massachusetts Tax Free Income Fund -------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust III CDC IXIS Moderate IXIS Advisors Loomis Sayles Diversified Portfolio Harris Associates L.P. (as of May 1, 2005, will Reich & Tang Asset be renamed IXIS Management, LLC Moderate Diversified Hansberger Global Portfolio) Investors, Inc. -------------------------------------------------------------------------------------------- CDC Nvest Funds Trust III Harris Associates IXIS Advisors Harris Associates L.P. Focused Value Fund --------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------- Trust Fund Adviser Subadviser(s) ------------------------------------------------------------------------------------------- CDC Nvest Funds Trust III IXIS Equity Diversified IXIS Advisors Loomis Sayles Portfolio Harris Associates L.P. Reich & Tang Asset Management, LLC Hansberger Global Investors, Inc. ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- CDC Nvest Cash CDC Nvest Cash IXIS Advisors Reich & Tang Asset Management Trust Management Trust-- Management, LLC Money Market Series ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- CDC Nvest Companies AEW Real Estate Fund AEW Management and N/A Trust I Advisors, L.P. ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A Benchmark Core Bond Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Bond Loomis Sayles N/A Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Fixed Loomis Sayles N/A Income Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Global Loomis Sayles N/A Bond Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles High Loomis Sayles N/A Income Opportunities Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Inflation Loomis Sayles N/A Protected Securities Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A Institutional High Income Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A Investment Grade Fixed Income Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Loomis Sayles N/A Intermediate Duration Fixed Income Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Mid Cap Loomis Sayles N/A Growth Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Small Loomis Sayles N/A Company Growth Fund ------------------------------------------------------------------------------------------- Loomis Sayles Funds I Loomis Sayles Small Loomis Sayles N/A Cap Value Fund -------------------------------------------------------------------------------------------
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-------------------------------------------------------------------------- Trust Fund Adviser Subadviser(s) -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A Aggressive Growth Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Growth Loomis Sayles N/A Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles High Loomis Sayles N/A Income Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A Investment Grade Bond Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Limited Loomis Sayles N/A Term Government and Agency Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Mid Cap Loomis Sayles N/A Growth Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A Municipal Income Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A Research Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Strategic Loomis Sayles N/A Income Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Tax- Loomis Sayles N/A Managed Equity Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Value Loomis Sayles N/A Fund -------------------------------------------------------------------------- Loomis Sayles Funds II Loomis Sayles Loomis Sayles N/A Worldwide Fund --------------------------------------------------------------------------
IXIS Asset Management Advisors, L.P. ("IXIS Advisors") is located at 399 Boylston Street, Boston, Massachusetts 02116. Loomis, Sayles & Company, L.P. is located at One Financial Center, Boston, Massachusetts 02111. AEW Management and Advisors, L.P. is located at World Trade Center East, Two Seaport Lane, Boston, Massachusetts 02210. Capital Growth Management Limited Partnership is located at One International Place, Boston, Massachusetts 02110. Hansberger Global Investors, Inc. is located at 401 Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. Harris Associates L.P. is located at Two North LaSalle Street, Suite 500, Chicago, Illinois 60602. Mercury Advisors is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. "Mercury Advisors" is the name under which Fund Asset Management, L.P., a wholly owned subsidiary of Merrill Lynch & Co., Inc., conducts certain business. 30 Reich & Tang Asset Management, LLC is located at 600 Fifth Avenue, New York, New York 10020. Vaughan Nelson Investment Management, L.P. is located at 600 Travis, Suite 6300, Houston, Texas 77002. Westpeak Global Advisors, L.P. is located at 1470 Walnut Street, Boulder, Colorado 80302. Principal Underwriters. IXIS Asset Management Distributors, L.P., located at 399 Boylston Street, Boston, Massachusetts 02116, is the principal underwriter for all of the Funds, except with respect to Class J shares of Loomis Sayles Investment Grade Bond Fund. Loomis Sayles Distributors, L.P., located at One Financial Center, Boston, Massachusetts 02110, is the principal underwriter for Class J shares of Loomis Sayles Investment Grade Bond Fund. Administrator and Advisory Administrator. IXIS Advisors, located at 399 Boylston Street, Boston, Massachusetts 02116, serves as administrator for the Funds. IXIS Advisors also serves as advisory administrator to the Loomis Sayles Core Plus Bond Fund and Loomis Sayles Massachusetts Tax Free Income Fund. Fund Annual and Semi-Annual Reports. Except as stated otherwise, CDC Nvest Cash Management Trust--Money Market Series and AEW Real Estate Fund have previously sent their Annual and Semi-Annual Reports to their shareholders. CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III and the Loomis Sayles Funds have previously sent their Annual Report to their shareholders. You can obtain a copy of these Reports without charge by writing to IXIS Asset Management Distributors, L.P., 399 Boylston Street, Boston, MA 02116 or by calling 1-800-225-5478. In addition, the Funds' Annual and Semi-Annual Reports are available on our websites, www.cdcnvestfunds.com for the CDC Nvest Funds (Click on "Fund Information" and then "Financial Reports") and www.loomissayles.com for the Loomis Sayles Funds (Click on "Mutual Funds" and then "Literature" and the "Fund Reports"). Certain Purchases and Sales of Securities. There were no purchases or sales by any of the Nominees of any securities in excess of 1% of any class of outstanding securities of any Adviser, any Sub-Adviser, or any of their Parents or Subsidiaries since the beginning of each Fund's most recently completed fiscal year. Certain Relationships and Interests of Trustees and Officers. No Trustees or Officers have any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than elections to office. Outstanding Shares and Significant Shareholders. Shareholders of record at the close of business on April 6, 2005 are entitled to notice of and to vote at the Meeting and any adjourned session. Appendix C to this Proxy Statement lists for each Fund the total number of shares outstanding as of March 8, 2005 for each class of the Fund's shares. It also identifies holders, as of March 8, 2005, of more than 5% of any class of shares of each Fund, and contains information about the shareholdings in the Funds of the Trustees and the executive officers of the Funds as of March 8, 2005. 31 Information About Proxies and the Conduct of the Meeting Solicitation of Proxies. Proxies will be solicited primarily by mailing this Proxy Statement and its enclosures, but proxies may also be solicited through further mailings, telephone calls, personal interviews or e-mail by officers of the Trusts or by employees or agents of IXIS Advisors, Loomis Sayles or their respective affiliates. In addition, Alamo Direct has been engaged to assist in the solicitation of proxies, at an estimated cost of approximately $1,036,045. Costs of Solicitation. The costs of the Meeting, including the costs of soliciting proxies and printing and mailing this proxy statement to shareholders, will be paid by the Trusts. Voting and Tabulation of Proxies. Shares represented by duly executed and timely proxies will be voted as instructed on the proxy. If no instructions are given, the proxy will be voted in favor of all of the nominees for election as Trustees of the Trusts and for approval of the relevant Amended and Restated Agreement and Declaration of Trust. You may vote by any one of the three following methods: (1) by mailing the enclosed proxy card, (2) through use of the internet or (3) by telephone. If you mail the enclosed proxy and no choice is indicated for a proposal listed in the attached Notice of Meeting, your proxy will be voted in favor of that proposal, including all of the nominees for election as Trustees. Votes made through use of the internet or by telephone must have an indicated choice in order to be accepted. At any time before it has been voted, your proxy may be revoked in one of the following ways: (i) by sending a signed, written letter of revocation to the Secretary of the Trust, (ii) by properly executing a later-dated proxy (by any of the methods of voting described above), or (iii) by attending the Meeting, requesting return of any previously delivered proxy and voting in person. Votes cast in person or by proxy at the Meeting will be counted by persons appointed by the Funds as tellers for the Meeting (the "Tellers"). Forty percent of the shares of any Trust outstanding on the record date, present in person or represented by proxy, constitute quorums for the transaction of business by the shareholders of that Trust at the Meeting. In determining whether a quorum is present, the Tellers will count shares represented by proxies that reflect abstentions, and "broker non-votes," as shares that are present and entitled to vote. Since these shares will be counted as present, but not as voting in favor of any proposal, these shares will have the same effect as if they cast votes against the proposal to approve the Amended and Restated Declaration of Trust for all Trusts except CDC Nvest Companies Trust I. For the election of Trustees and the approval of the Amended and Restated Declaration of Trust for CDC Nvest Companies Trust I, these shares will have no effect on whether the applicable proposal is approved. "Broker non-votes" are shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power and (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted. Votes on Proposal 1 (Election of Trustees) and Proposal 2 (Approval of an Amended and Restated Declaration of Trust) will be tabulated on a Trust basis, such that shareholders of the Funds within each Trust will vote together as a single class to elect the Board of Trustees and on whether to approve the changes to the relevant Declaration of Trust. For a Trust, the approval of a nominee is not contingent upon approval of any other nominee or the Amended Declaration, and, similarly, the approval of the Amended Declaration is not contingent upon the approval of any nominee. The approval of one or more proposals for a Trust will not effect the approval of any proposal for any other Trust. Required Vote. The election of Trustees of the Trusts (except with respect to CDC Nvest Companies Trust I) will be by a plurality of the shares of each Trust (each Trust voting separately and all Funds of each Trust voting together as a single class) present at the meeting in person or by proxy. For CDC Nvest Companies Trust I, each shareholder is entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share), and each fractional dollar amount is entitled to a proportionate fractional vote; a plurality of votes of CDC Nvest Companies Trust I will elect Trustees. The twelve nominees receiving the highest number of votes for such Trust cast at the Meeting, provided a quorum is present, shall be elected. For approval of the Amended and Restated Declaration of Trust for each Trust (except for CDC Nvest Companies Trust I), the required vote is a majority of the shares of the Trust entitled to vote. For CDC Nvest 32 Companies Trust I, the required vote is a majority of shares voted, with each shareholder entitled to one vote for each dollar of net asset value. If the required vote for a proposal or for a nominee is not obtained for any Trust, the Trustees will consider what other actions to take in the best interests of that Trust. Adjournments; Other Business. In the event that a quorum is not present for purposes of acting on a proposal, or if sufficient votes in favor of a proposal are not received by the time of the Meeting, the persons named as proxies may propose that the Meeting be adjourned one or more times as to that Trust to permit further solicitation of proxies. Any adjournment requires the affirmative vote of a majority of the votes properly cast on the question, whether or not a quorum is present. The persons named as proxies will vote in favor of any such adjournment all proxies that they are entitled to vote in favor of any proposal that has not yet then been adopted. They will vote against any such adjournment any proxy that directs them to vote against each proposal that has not yet then been adopted. They will not vote any proxy that directs them to abstain from voting on the proposal. The Meeting has been called to transact any business that properly comes before it. The only business that management of the Funds intends to present or knows that others will present is the election of the Trustees of the Trusts and approval of an Amended and Restated Declaration of Trust for each Trust. If any other matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, the persons named as proxies intend to vote the proxies in accordance with their judgment, unless the Secretary of the Trust has previously received written contrary instructions from the shareholder entitled to vote the shares. Shareholder Proposals at Future Meetings. The Trusts do not hold annual or other regular meetings of shareholders. Shareholder proposals to be presented at any future meeting of shareholders of a Trust or a Fund must be received by the Trust or the Fund in writing a reasonable amount of time before the Trust solicits proxies for that meeting, in order to be considered for inclusion in the proxy materials for that meeting. 33 Appendix A Charter of the Contract Review and Governance Committee CDC Nvest Funds Trust I CDC Nvest Funds Trust II CDC Nvest Funds Trust III CDC Nvest Cash Management Trust CDC Nvest Companies Trust I AEW Real Estate Income Fund Loomis Sayles Funds I Loomis Sayles Funds II 1) The Contract Review & Governance Committee (the "Committee") of CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I, AEW Real Estate Income Fund, Loomis Sayles Fund I and Loomis Sayles Funds II (the "Trusts") shall be composed entirely of independent trustees. 2) The purposes of the Committee are: a) Contract Review Matters: i) To request and evaluate such information as may reasonably be necessary to evaluate the terms of the advisory agreements, subadvisory agreements, distribution agreements and related distribution plans pursuant to Rule 12b-1 relating to the funds in each Trust on an annual basis and as needed throughout the year; ii) To monitor the performance of the advisers and oversee the performance of the subadvisers to the funds in each Trust on a quarterly and annual basis, and as needed throughout the year; iii) To monitor the discount or premium, if any, of the closed end fund's market price on the American Stock Exchange to its net asset value; iv) To monitor the effect of the use of leveraging (through the issuance of preferred shares) of the closed-end fund on common share total return; v) To hold scheduled meetings on a regular basis in order to conduct such Committee business and report to the full Board of Trustees at their next regularly scheduled meeting or sooner; and vi) To submit minutes of such meetings to the full Board on a regular basis. b) Governance Matters: i) The Committee (or a subcommittee established by the Board) shall make and consider nominations for independent trustee membership on the Board of Trustees when necessary, pursuant to the procedures set forth in Appendix A hereto; ii) The Committee shall, at least annually, review board governance practices and procedures and shall recommend any appropriate changes to the full board; iii) The Committee shall periodically review the composition of the board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the board; iv) The Committee shall, at least annually, review trustee compensation and shall recommend any appropriate changes to the independent trustees; v) The Committee shall review committee assignments on an annual basis; and vi) The Committee shall review as necessary the responsibilities of each committee of the Board, whether there is continuing need for each committee, whether there is a need for additional committees A-1 of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the full board. 3) Other Powers and Responsibilities: a) The Committee shall monitor the performance of legal counsel employed by the Trusts and the independent trustees, and shall be responsible for the supervision of counsel for the independent trustees; b) The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Trust; c) When appropriate the Committee shall review potential conflict of interest situations; and d) The Committee shall review this charter at least annually and recommend any changes to the full board. -------------------------------------------------------------------------------- Appendix A to the Charter--Procedures with Respect to Nominees to the Board I. Identification of Candidates. When a vacancy on the Board of the Trusts exists or is anticipated, the Committee may make nominations for Trustee membership. When nominating an individual to fill a vacancy on the Trust's Board, the Committee may seek referrals from a variety of sources, including current Trustees, management of the Funds, Funds counsel and counsel to the Independent Trustees, and shareholders of a Fund who submit recommendations in accordance with these procedures. The Committee has not established specific, minimum qualifications that must be met by an individual in order for such person to be considered by the Committee for nomination as an Independent Trustee. II. Shareholder Candidates. Except as provided below, the Committee also shall consider any candidate for Independent Trustee recommended by a shareholder of a Trust if such recommendation contains sufficient background information concerning the candidate to enable a proper judgment to be made as to the candidate's qualifications, and the recommendation is received in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to a Fund). Shareholders shall be directed to address any such recommendations to the attention of the Board of Trustees, c/o Secretary of the Trust. The Trusts may adopt different and/or more detailed requirements with respect to shareholder nominations of Trustee candidates. Such requirements may be contained in a Trust's Declaration of Trust or Bylaws. For example, the Bylaws of the AEW Real Estate Income Fund contain detailed requirements that must be met by shareholders submitting Trustee candidates. In such case, any shareholder nominations must meet such requirements in order to be considered. A recommendation from a shareholder shall be kept on file and considered by the Board for six (6) months from the date of receipt, after which the recommendation shall be considered stale and discarded. III. Evaluation of Candidates. In evaluating nominees for a position on the Board, the Committee may consider any factors it deems appropriate, including, without limitation, (i) the nominee's knowledge of the mutual fund industry; (ii) any experience possessed by the nominee as a director or senior officer of other public companies; (iii) the nominee's educational background; (iv) the nominee's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the nominee, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the nominee's perceived ability to contribute to the ongoing functions of the Board, including the nominee's ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominee's ability to qualify as an Independent Trustee for purposes of applicable regulations; and (viii) the existing composition of the Board and any anticipated vacancies or other transitions. Any individuals recommended by shareholders will be evaluated in the same manner as individuals brought to the Board's attention in some other manner. A-2 Appendix B [NAME OF TRUST] FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST THIS [ ] AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this day of , 2005 (the "Effective Date") by the Trustees hereunder and the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided: WITNESSETH that WHEREAS, The Trustees adopted the Original Declaration of Trust on , , [as amended and restated on , ]; WHEREAS, the required number of shares approved this Amended and Restated Declaration of Trust at a special meeting of shareholders duly called for that purpose on , 2005; WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts voluntary association with transferable shares in accordance with the provisions hereinafter set forth; NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustee hereunder, IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares in this Trust as hereinafter set forth. ARTICLE I NAME AND DEFINITIONS Section 1. This Trust shall be known as " Trust " and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. Section 2. Definitions. Whenever used herein, unless otherwise required by the context or specifically provided: (a) "Trust" refers to the Massachusetts business trust established by this [ ] Amended and Restated Declaration of Trust, as amended or restated from time to time; (b) "Trustees" refers to the persons signatory hereto, so long as they continue in office in accordance with the terms of this Declaration of Trust, and all other persons who may from time to time be duly elected or appointed in accordance with Article IV hereof; (c) "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust or in the Trust property belonging to any Series of the Trust or in any class of Shares of the Trust (as the context may require) shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; B-1 (e) "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time; (f) The terms "Commission" and "principal underwriter" shall have the meanings given them in the 1940 Act; (g) "Declaration of Trust" or "Declaration" shall mean this Agreement and Declaration of Trust, as amended or restated from time to time; (h) "By-Laws" shall mean the By-Laws of the Trust, as amended from time to time; (i) "Series Company" refers to the form of registered open-end investment company described in Section 18(f)(2) of the 1940 Act or in any successor statutory provision; (j) "Series" refers to Series of Shares established and designated under or in accordance with the provisions of Article III; (k) "Multi-Class Series" refers to Series of Shares established and designated as Multi-Class Series under or in accordance with the provisions of Article III, Section 6; and (l) The terms "class" and "class of Shares" refer to each class of Shares into which the Shares of any Multi-Class Series may from time to time be divided in accordance with the provisions of Article III. ARTICLE II PURPOSE OF TRUST The purpose of the Trust is to engage in the business of a management investment company. ARTICLE III SHARES Section 1. Division of Beneficial Interest. The Shares of the Trust shall be issued in one or more Series as the Trustees may, without shareholder approval, authorize. Each Series shall be preferred over all other Series in respect of assets specifically allocated to that Series within the meaning of the 1940 Act and shall represent a separate investment portfolio of the Trust. The beneficial interest in each Series shall at all times be divided into an unlimited number of Shares, without par value, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the Series with each other Share of the same Series, none having priority or preference over another. The Trustees may, without Shareholder approval, divide the Shares of any Series into two or more classes, Shares of each such class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Trustees may determine or as shall be set forth in the By-Laws. The Trustees may from time to time divide or combine the Shares of any Series or Class into a greater or lesser number without thereby changing the proportionate beneficial interest in the Series or Class. Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series and class. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series and class and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series and class and as to the number of Shares of each Series and class held from time to time by each. Section 3. Investments in the Trust. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration as they from time to time authorize. B-2 Section 4. Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of said deceased Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. Section 5. Power of Trustees to Change Provisions Relating to Shares. Notwithstanding any other provisions of this Declaration of Trust and without limiting the power of the Trustees to amend the Declaration of Trust as provided elsewhere herein, the Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust for the purpose of responding to or complying with any regulations, orders, rulings or interpretations of any governmental agency or any laws, now or hereafter applicable to the Trust; provided that before adopting any such amendment without Shareholder approval the Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders. The establishment and designation of any Series of Shares in addition to the Series established and designated prior to the Effective Date shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such resolution. The establishment and designation of any class of Shares shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such class and such eligibility requirements for investment therein as the Trustees may determine, or as otherwise provided in such resolution. Without limiting the generality of the foregoing, the Trustees may, without the approval of Shareholders, for the above-stated purposes, amend the Declaration of Trust to: (a) create one or more Series or classes of Shares (in addition to any Series or classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as shares of particular Series or classes in accordance with such eligibility requirements; (b) amend any of the provisions set forth in paragraphs (a) through (j) of Section 6 of this Article III; (c) combine one or more Series or classes of Shares into a single Series or class on such terms and conditions as the Trustees shall determine or consolidate, merge or transfer assets of the Trust or a Series as set forth in Article VIII, Section 5; (d) change or eliminate any eligibility requirements for investment in Shares of any Series or class, including without limitation the power to provide for the issue of Shares of any Series or class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company; (e) change the designation of any Series or class of Shares; (f) change the method of allocating dividends among the various Series and classes of Shares; (g) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series or classes of Shares; and B-3 (h) specifically allocate assets to any or all Series of Shares or create one or more additional Series of Shares which are preferred over all other Series of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or any classes of Shares thereof. Section 6. Establishment and Designation of Series and Classes. Shares of each Series established through and including the Effective Date shall have the following rights and preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class Series shall have such rights and preferences relative to other classes of the same Series as are set forth below, together with such other rights and preferences relative to such other classes as are set forth in any resolution of the Trustees establishing and designating such class of Shares: (a) Assets belonging to Series. Subject to the provisions of paragraph (c) of this Section 6: All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of that Series, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (b) Liabilities Belonging to Series. Subject to the provisions of paragraph (c) of this Section 6: The assets belonging to each particular Series shall be charged solely with the liabilities of the Trust in respect to that Series, the expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series but which are allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in a manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges and reserves so charged to a Series are herein referred to as "liabilities belonging to" that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. (c) Apportionment of Assets etc. in Case of Multi-Class Series. In the case of any Multi-Class Series, to the extent necessary or appropriate to give effect to the relative rights and preferences of any classes of Shares of such Series, (i) any assets, income, earnings, profits, proceeds, liabilities, expenses, charges, costs and reserves belonging or attributable to that Series may be allocated or attributed to a particular class of Shares of that Series or apportioned among two or more classes of Shares of that Series; and (ii) Shares of any class of such Series may have priority or preference over Shares of other classes of such Series with respect to dividends or distributions upon termination of the Trust or of such Series or class or otherwise, provided that no Share shall have any priority or preference over any other Shares of the same class and that all dividends and distributions to Shareholders of a particular class shall be made ratably among all Shareholders of such class according to the number of Shares of such class held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination, as the case may be. B-4 (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, B-5 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 B-6 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, B-7 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 B-8 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. B-9 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. B-10 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 B-11 sake of clarification and without limiting the foregoing, the appointment, designation or identification of a Trustee as the chairman of the Board, the lead or assistant lead independent Trustee, a member or chairman of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert) or as having any other special appointment, designation or identification shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or (y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Nothing in this Declaration of Trust, including without limitation anything in this Article VII, Section 2, shall protect any Trustee, officer, employee or agent of the Trust against any liabilities to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his, her or its office or position with or on behalf of the Trust. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. ARTICLE VIII MISCELLANEOUS Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice. All persons extending credit to, contracting with or having any claim against the Trust or any Series or class shall look only to the assets of the Trust, or, to the extent that the liability of the Trust may have been expressly limited by contract to the assets of a particular Series or attributable to a particular class, only to the assets belonging to the relevant Series or attributable to the relevant class, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued on behalf of the Trust by the Trustees, by any officer or officers or otherwise shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers or otherwise and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or upon the assets belonging to the Series or attributable to the class for the benefit of which the Trustees have caused the note, bond, contract, instrument, certificate or undertaking to be made or issued, and may contain such further recital as he or she or they may deem appropriate, but the omission of any such recital shall not operate to bind any Trustee or Trustees or officer or officers or Shareholders or any other person individually. Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. B-12 Section 3. Liability of Third Persons Dealing with Trustees. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. Section 4. Termination of Trust, Series or Class. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by vote of at least 66 2/3% of the Shares of each Series entitled to vote and voting separately by Series, or by the Trustees by written notice to the Shareholders. Any Series or class may be terminated at any time by vote of at least 66 2/3% of the Shares of that Series or class, or by the Trustees by written notice to the Shareholders of that Series or class. Nothing in this Declaration of Trust or the By-Laws shall restrict the power of the Trustees to terminate any Series or class of Shares by written notice to the Shareholders of such Series, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets or similar transaction involving such Series or class of Shares. Upon termination of the Trust (or any Series or class, as the case may be), after paying or otherwise providing for all charges, taxes, expenses and liabilities belonging, severally, to each Series (or the applicable Series or attributable to the particular class, as the case may be), whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets belonging, severally, to each Series (or the applicable Series or attributable to the particular class, as the case may be), to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds belonging to each Series (or the applicable Series or attributable to the particular class, as the case may be), to the Shareholders of that Series (or class, as the case may be), as a Series (or class, as the case may be), ratably according to the number of Shares of that Series (or class, as the case may be) held by the several Shareholders on the date of termination. Section 5. Reorganizations. The Trust, or any one or more Series of the Trust, may, either as the successor, survivor or non-survivor, (1) consolidate or merge with one or more other trusts, series, sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any jurisdiction, to form a consolidated or merged trust, series, sub-trust, partnership, limited liability company, association or corporation under the laws of any jurisdiction under the laws of which any one of the constituent entities is organized or (2) transfer all or a substantial portion of its assets to one or more other trusts, series, sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other jurisdiction, or have one or more such trusts, series, sub-trusts, partnerships, limited liability companies, associations or corporations transfer all or a substantial portion of its assets to it, any such consolidation, merger or transfer to be upon such terms and conditions as are specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered into by the Trust, or one or more Series, as the case may be, in connection therewith. Unless otherwise required by applicable law, any such consolidation, merger or transfer may be authorized by vote of a majority of the Trustees then in office without the approval of Shareholders of the Trust or relevant Series. Section 6. Filing of Copies, Reference, Headings. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of the Commonwealth of Massachusetts and with any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or to control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. B-13 Section 7. Applicable Law. This Declaration of Trust is made in the Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and, without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. Section 8. Amendments. Except as specifically provided herein, the Trustees may without shareholder vote amend or otherwise supplement this Declaration of Trust by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration of Trust. Shareholders shall have the right to vote (a) on any amendment that would affect their right to vote granted in Section 1 of Article V; (b) on any amendment to this Section 8; (c) on any amendment as may be required by law or by the Trust's registration statement filed with the Commission; and (d) on any amendment submitted to them by the Trustees. Any required or permitted to be submitted to Shareholders of one or more Series or classes that, as the Trustees determine, shall affect the Shareholders of one or more Series or classes shall be authorized by a vote of the Shareholders of each Series or class affected and no vote of shareholders of a Series or Class not affected shall be required. Section 9. Addresses. The address of the Trust is 399 Boylston Street, Boston, Massachusetts 02116. The address of each of the Trustees is 399 Boylston Street, Boston, Massachusetts 02116. [Remainder of page intentionally left blank.] B-14 IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the day first above written. ---------------------------------- --------------------------------- Graham T. Allison, Jr. Richard Darman ---------------------------------- --------------------------------- Edward A. Benjamin John T. Hailer ---------------------------------- --------------------------------- Robert J. Blanding Sandra O. Moose ---------------------------------- --------------------------------- Daniel M. Cain John A. Shane ---------------------------------- --------------------------------- Paul G. Chenault Kenneth Cowan ---------------------------------- --------------------------------- [Trustee] [Trustee] THE COMMONWEALTH OF MASSACHUSETTS Suffolk, ss. Boston, , 2005 Then personally appeared each of the above named persons and acknowledged the foregoing instrument to be his free act and deed, before me. ------------------------------ Notary Public My Commission Expires: B-15 Appendix C For each class of the Fund's shares entitled to vote at the Meeting, the number of shares outstanding as of March 8, 2005 was as follows:
---------------------------------------------------------------------------------------------- Class A Class B Class C Class Y ---------------------------------------------------------------------------------------------- CDC Nvest Funds Trust I ---------------------------------------------------------------------------------------------- CDC Nvest Star Advisers Fund 20,695,550.86 12,516,880.91 3,274,420.66 1,152,024.58 ---------------------------------------------------------------------------------------------- CDC Nvest Star Value Fund 11,630,870.01 3,266,063.68 377,500.91 N/A ---------------------------------------------------------------------------------------------- CGM Advisor Targeted Equity Fund 74,343,445.61 6,657,864.05 364,116.20 991,127.42 ---------------------------------------------------------------------------------------------- Hansberger International Fund 4,355,514.67 2,662,206.66 1,081,592.76 N/A ---------------------------------------------------------------------------------------------- Loomis Sayles Core Plus Bond Fund 9,609,578.22 12,365,205.03 520,279.39 937,273.51 ---------------------------------------------------------------------------------------------- Vaughan Nelson Small Cap Value Fund 2,855,772.55 3,330,339.42 858,388.59 N/A ---------------------------------------------------------------------------------------------- Westpeak Capital Growth Fund 4,880,657.34 1,233,634.17 99,513.75 N/A ---------------------------------------------------------------------------------------------- CDC Nvest Funds Trust II ---------------------------------------------------------------------------------------------- Harris Associates Large Cap Value Fund 16,344,059.46 6,089,941.84 2,044,018.07 1,261,630.29 ---------------------------------------------------------------------------------------------- Loomis Sayles Massachusetts Tax Free Income Fund 4,717,964.53 247,376.77 N/A N/A ---------------------------------------------------------------------------------------------- CDC Nvest Funds Trust III ---------------------------------------------------------------------------------------------- CDC IXIS Moderate Diversified Portfolio 3,874,068.06 N/A 6,176,473.01 N/A ---------------------------------------------------------------------------------------------- Harris Associates Focused Value Fund 7,972,706.71 8,474,322.00 10,967,761.74 N/A ---------------------------------------------------------------------------------------------- IXIS Equity Diversified Portfolio 371,015.81 N/A 293,984.65 N/A ---------------------------------------------------------------------------------------------- CDC Nvest Cash Management Trust ---------------------------------------------------------------------------------------------- CDC Nvest Cash Management Trust-- Money Market Series 301,979,774.43 22,649,246.19 1,919,095.33 N/A ---------------------------------------------------------------------------------------------- CDC Nvest Companies Trust I ---------------------------------------------------------------------------------------------- AEW Real Estate Fund 3,575,254.21 833,626.67 837,018.20 598,562.90 ----------------------------------------------------------------------------------------------
C-1
---------------------------------------------------------------------------------------------------- Institutional Class Retail Class Admin Class ---------------------------------------------------------------------------------------------------- Loomis Sayles Funds I ---------------------------------------------------------------------------------------------------- Loomis Sayles Benchmark Core Bond Fund 1,304,760.16 26,663.66 N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Bond Fund 209,933,303.37 29,931,469.13 3,245,471.25 ---------------------------------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund 27,654,339.20 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Global Bond Fund 28,532,755.81 40,639,402.81 N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles High Income Opportunities Fund 890,904.443 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Inflation Protected Securities Fund 936,294.26 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Institutional High Income Fund 12,866,900.07 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund 3,640,313.11 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Fixed Income Fund 14,042,293.26 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund 1,270,855.72 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Small Company Growth Fund 1,288,004.94 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Value Fund 14,711,287.95 8,283,307.90 2,672,305.68 ---------------------------------------------------------------------------------------------------- Loomis Sayles Funds II ---------------------------------------------------------------------------------------------------- Loomis Sayles Aggressive Growth Fund 1,609,252.73 1,600,557.38 N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Growth Fund 1,550,574.03 468,436.46 N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund 818,373.11 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Value Fund 2,036,646.14 N/A N/A ---------------------------------------------------------------------------------------------------- Loomis Sayles Worldwide Fund 1,843,438.49 N/A N/A ----------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------- Class A Class B Class C Class Y Class J -------------------------------------------------------------------------------------------- Loomis Sayles Funds II -------------------------------------------------------------------------------------------- Loomis Sayles Growth Fund 7,624,759.16 7,154,154.41 3,119,269.61 9,827,663.59 N/A -------------------------------------------------------------------------------------------- Loomis Sayles High Income Fund 4,977,094.25 3,254,828.61 580,517.96 N/A N/A -------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Bond Fund 2,135,903.37 228,819.73 1,281,715.84 1,300,304.97 27,604,350.00 -------------------------------------------------------------------------------------------- Loomis Sayles Limited Term Government and Agency Fund 9,108,448.83 763,663.79 546,893.53 44,101.42 N/A -------------------------------------------------------------------------------------------- Loomis Sayles Municipal Income Fund 14,381,975.87 1,108,036.10 N/A N/A N/A -------------------------------------------------------------------------------------------- Loomis Sayles Research Fund 20,820.99 17,640.35 4,215.52 2,756,757.02 N/A -------------------------------------------------------------------------------------------- Loomis Sayles Strategic Income Fund 40,363,286.78 9,749,982.76 32,628,049.61 1,862,735.75 N/A --------------------------------------------------------------------------------------------
C-2 As of March 8, 2005, the following persons owned of record or beneficially 5% of more of the noted class of shares of the noted Fund*:
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- CDC NVEST FUNDS TRUST I CDC Nvest Star Advisers Fund Class C MLPF&S FOR THE SOLE 377,344.944 11.51% BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA7 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class Y NEW ENGLAND MUTUAL LIFE INS CO 721,770.410 62.65% SEPARATE INVESTMENT ACCOUNTING ATTN LARRY HOISINGTON 501 BOYLSTON STREET--6TH FLOOR BOSTON MA 02116-3769 NEW ENGLAND LIFE INSURANCE CO 322,688.517 28.01% ATTN KATRINA ROSENBAUGH STATE STREET--KANSAS CITY 801 PENNSYLVANIA AVE KANSAS CITY MO 64105-1307 METLIFE INSURANCE COMPANY 102,711.538 8.92% ATTN ADRIENNE LAVIS 2 MONTGOMERY ST FL 3 JERSEY CITY NJ 07302-3899 CDC Nvest Star Value Fund Class C MLPF&S FOR THE SOLE BENEFIT 96,124.222 25.46% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA6 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 CGM Advisor Targeted Equity Fund Class C CITIGROUP GLOBAL MARKETS INC. 52,566.000 14.44% 333 WEST 34TH STREET--3RD FLOOR NEW YORK NY 10001-2402 MLPF&S FOR THE SOLE BENEFIT 38,654.170 10.62% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UR8 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484
C-3
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Class Y CHARLES SCHWAB & CO INC 966,406.153 97.51% SPECIAL CUSTODY ACCOUNT FOR BNFT CUST ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 Hansberger International Fund Class C MLPF&S FOR THE SOLE BENEFIT 196,106.885 18.14% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA8 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Loomis Sayles Core Plus Bond Fund Class A MLPF&S FOR THE SOLE BENEFIT 668,529.810 6.96% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#98484 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class B MLPF&S FOR THE SOLE BENEFIT 8,312,368.871 67.20% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97CJ0 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 123,539.535 23.74% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UD1 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 CITIGROUP GLOBAL MARKETS INC 32,720.211 6.29% 333 WEST 34TH STREET--3RD FLOOR NEW YORK NY 10001-2402 Class Y METLIFE INSURANCE COMPANY 440,533.393 47.00% ATTN ADRIENNE LAVIS 2 MONTGOMERY ST FL 3 JERSEY CITY NJ 07302-3899
C-4
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Vaughan Nelson Small Cap Value Fund Class C MLPF&S FOR THE SOLE BENEFIT 229,479.751 26.69% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA9 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Westpeak Capital Growth Fund Class A DEFERRED COMPENSATION PLAN 516,300.961 10.58% FOR GENERAL AGENTS OF NEW ENGLAND FIN MET LIFE SECURITIES ACCTNG ATTN: JAY LANGONE 4100 BOYSCOUT AVE TAMPA FL 33607-5740 Class C MLPF&S FOR THE SOLE BENEFIT 7,746.760 7.78% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA4 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 MCB TRUST SERVICES CUST 7,375.391 7.41% FBO MAINSTREET CLINIC 401K 700 17TH ST STE 300 DENVER CO 80202-3531 J B L L EDUCATION TRUST DTD 12-18-98 6,788.338 6.82% HEIDI E LANE TRUSTEE 9 MIDDLE RD ESSEX MA 01929-1021 CDC NVEST FUNDS TRUST II Harris Associates Large Cap Value Fund Class B MLPF&S FOR THE SOLE BENEFIT 368,068.660 6.05% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97CJ5 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 1,110,788.754 54.44% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA2 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484
C-5
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Class Y T ROWE PRICE TRUST CO 286,450.681 22.70% FBO RETIREMENT PLAN CLIENTS PO BOX 17215 BALTIMORE MD 21297-1215 Loomis Sayles Massachusetts Tax Free Income Fund Class B FIRST CLEARING, LLC 18,496.215 7.48% BARBARA W RUBIN TTEE BARBARA W RUBIN LIVING TRUST 24 PEARL ST E BRIDGEWATER MA 02333-1742 CDC NVEST FUNDS TRUST III Harris Associates Focused Value Fund Class A MLPF&S FOR THE SOLE BENEFIT 2,722,785.809 34.14% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97GM8 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class B MLPF&S FOR THE SOLE BENEFIT 2,333,366.275 27.53% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97GM8 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 4,572,103.620 41.68% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97GM8 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 CDC NVEST CASH MANAGEMENT TRUST Money Market Series Class A MET LIFE ADVISORS LLC 17,401,454.930 5.76% 501 BOYLSTON STREET BOSTON MA 02116-3769
C-6
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- CDC NVEST COMPANIES TRUST I AEW Real Estate Fund Class A FIRST CLEARING LLC 202,784.975 5.68% COMMUNITY FIRST TRUST CO 135 SECTION LINE RD 3RD FLOOR C 1 HOT SPRINGS AR 71913-6431 Class B MLPF&S FOR THE SOLE BENEFIT 87,694.582 10.51% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML# 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 258,822.149 30.95% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML# 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Class Y ATWELL & CO 052 204,783.529 34.21% P O BOX 2044 PECK SLIP STATION NEW YORK NY 10038 STATE STREET BANK CUST 189,718.202 31.70% FULTON COUNTY SCHOOL EMPLOYEES PENSION FUND 805 PENNSYLVANIA AVE FL 5 KANSAS CITY MO 64105-1307 CHARLES SCHWAB & CO INC 157,444.535 26.30% SPECIAL CUSTODY ACCOUNT FOR BNFT CUST ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 ATWELL & CO 050 30,500.876 5.10% P O BOX 456 WALL STREET STATION NY 10005
C-7
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- LOOMIS SAYLES FUNDS I Loomis Sayles Benchmark Core Bond Fund Institutional Class FISERV SECURITIES, INC. 366,395.902 28.08% ATTN: MUTUAL FUNDS ONE COMMERCE SQUARE 2005 MARKET STREET SUITE 1200 PHILADELPHIA PA 19103-7084 CHARLES SCHWAB & CO INC 250,685.655 19.21% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 ASBESTOS WORKERS LOCAL #84 204,465.051 15.67% PENSION PLAN ATTN LEE Q BARNES ADMINISTRATOR 36 EAST WARNER ROAD AKRON OH 44319-1864 FOX AND CO 169,296.943 12.98% PO BOX 976 NEW YORK NY 10268-0976 SOUTHEASTERN MICHIGAN CHAPTER 167,335.967 12.83% NECA ATTN DANIEL T TRIPP EXEC DIR PO BOX 385 SOUTHFIELD MI 48037-0385 Retail Class C DONALD IRWIN & CAROLYN M IRWIN 7,742.8075 29.04% JT TEN PO BOX 2002 BORREGO SPGS CA 92004-2002 SHEILA JOHNSON & WILLIAM H JOHNSON 5,150.074 19.31% JT WROS 20 CEDAR LAKE DR BUTTE MT 59701-4338 BERNARD L ONEILL 2,633.044 9.88% GERTRUDE A ONEILL JT WROS PO BOX 10431 AUSTIN TX 78766-1431 ELMO SUAZO 2,610.037 9.79% 1940 SUSSEX LN COLORADO SPGS CO 80909-1438 ANA MARIA ARREGUIN 2,081.966 7.81% JAIME R ARREGUIN-AVILA JT TEN 3301 CHESTNUT ST NW WASHINGTON DC 20015-1413
C-8
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- E TRADE CLEARING LLC 1,489.573 5.59% PO BOX 989030 W SACRAMENTO CA 95798-9030 Loomis Sayles Bond Fund Admin Class MERRILL LYNCH PIERCE FENNER & 815,682.968 25.13% SMITH INC FOR THE SOLE BEN OF ITS CUSTOMERS ATT SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 SMITH BARNEY CORP TRUST CO TTEE 370,344.796 11.41% SMITH BARNEY 401K ADVISOR GRP TRUST DTD 1/1/98 ATTN JOHN LOMBARDO TWO TOWER CENTER PO BOX 1063 E BRUNSWICK NJ 08816-1063 NATIONWIDE TRUST CO FSB 342,513.599 10.55% C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 NEW YORK LIFE TRUST COMPANY 192,937.908 5.94% CLIENT ACCOUNT 169 LACKAWANNA AVE PARSIPPANY NJ 07054-1007 Institutional Class CHARLES SCHWAB & CO INC 94,706,405.630 45.19% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 NATIONAL FINANCIAL SEVICES CORP 27,100,062.528 12.93% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 MERRILL LYNCH PIERCE 19,815,041.314 9.45% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484
C-9
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Retail Class NATIONAL FINANCIAL SEVICES CORP 8,024,795.263 26.86% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 IMS &CO 661,394.930 5.56% P O BOX 3865 ENGLEWOOD CO 80155-3865 Loomis Sayles Fixed Income Fund Institutional Class MARSH & MCLENNAN COMPANIES INC 7,458,319.043 26.97% MARSH & MCLENNAN DEFINED BENEFIT PLAN 1166 AVE OF THE AMERICAS NEW YORK NY 10036 WAKE FOREST UNIVERSITY 2,617,462.035 9.46% REYNOLDS HALL ROOM 203 PO BOX 7354 1834 WAKE FOREST ROAD THE NORTHERN TRUST TTEE 2,603,135.365 9.41% FBO CENTERPOINT ENERGY EMPLOYEES SAVINGS PLAN-DV PO BOX 92994 CHICAGO IL 60675-2994 MASSACHUSETTS WATER RESOURCES 2,318,041.248 8.38% AUTHORITY RETIREMENT SYSTEM ATTN: BRIAN M LEAHY 100 FIRST AVE CHARLESTOWN NAVY YARD BOSTON MA 02129-2043 USC EDUCATIONAL FOUNDATION 2,281,574.706 8.25% 1600 HAMPTON ST STE 814 COLUMBIA SC 29201 SOMERVILLE RETIREMENT SYSTEM 2,280,388.035 8.25% ATTN: JOHN ROURKE CHAIRMAN 50 EVERGREEN AVE CITY HALL ANNEX SOMERVILLE MA 02145-2819 STONEHILL COLLEGE INC 1,394,703.460 5.04% 320 WASHINGTON ST EASTON MA 02357-0001
C-10
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Loomis Sayles Global Bond Fund Institutional Class CHARLES SCHWAB & CO INC 11,629,700.712 40.76% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 NATIONAL FINANCIAL SEVICES CORP 2,115,102.611 7.41% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 JONES DAY 401K PLAN 1,922,348.605 6.74% NATIONAL CITY BANK TTEE TRUST MUTUAL FUNDS PO BOX 94984 CLEVELAND OH 44101-4984 Retail Class CHARLES SCHWAB & CO INC 19,514,151.716 48.06% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 NATIONAL FINANCIAL SEVICES CORP 8,254,796.866 20.33% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 Loomis Sayles High Income Opportunities Fund Institutional Class US BANK CUSTODIAN 622,291.40 69.85% FBO NORTHERN MINNESOTA WISCONSIN AREA RETAIL CLERK MS EP-MN-WS 4E 60 LIVINGSTON AVE ST. PAUL, MN 55107 SMITH BARNEY CORPORATE TRUST 268,613.04 30.15% COMPANY CUSTODIAN FBO SHEET METAL WORKERS INTL 824 N. MARKET ST STE 210 WILMINGTON, DE 19801
C-11
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Loomis Sayles Inflation Protected Securities Fund Institutional Class CHARLES SCHWAB & CO INC 242,314.798 25.88% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 LOOMIS SAYLES DISTRIBUTORS LP 226,365.138 24.18% ATTN ESTELLE GEVERS 1 FINANCIAL CTR BOSTON MA 02111-2621 MERRILL LYNCH PIERCE 83,452.760 8.91% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 NATIONAL FINANCIAL SEVICES CORP 78,441.570 8.38% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 Loomis Sayles Institutional High Income Fund Institutional Class WENDEL & CO 1,387,814.534 10.79% C/O THE BANK OF NEW YORK MUTUAL FUND DEPT/REORG-6 FLOOR PO BOX 1066 WALL ST STATION NEW YORK NY 10286-0001 MEADOWS SECURITIES COMPANY 1,297,797.575 10.09% AS NOMINEE 80 E MARKET ST STE 300 CORNING NY 14830-2722 DANIEL J FUSS 1,258,780.600 9.78% 44 LONGFELLOW RD WELLESLEY MA 02481-5221 BROOKLINE CONTRIBUTORY 1,157,723.847 9.00% RETIREMENT SYSTEM 333 WASHINGTON ST BROOKLINE MA 02445-6853
C-12
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- AMVESCAP NATIONAL TRUST CO AS 1,144,928.775 8.90% AGENT FOR FLEET NAT'L BANK FBO LOOMIS SAYLES & CO DEFERRAL PROGRAM 400 COLONY SQUARE STE 2200 1201 PEACHTREE ST NE ATLANTA GA 30361-6302 WORCESTER POLYTECHNIC INSTITUTE 1,084,068.699 8.43% ATTN: SYLVIA CUCINOTTA ASSOCIATE TREASURER 100 INSTITUTE RD WORCESTER MA 01609-2280 CHARLES SCHWAB & CO INC 1,066,463.676 8.29% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 ROSEMARY B FUSS 860,294.808 6.69% 44 LONGFELLOW RD WELLESLEY MA 02481-5221 Loomis Sayles Intermediate Duration Fixed Income Fund Institutional Class TRUSTEES OF CLARK UNIVERSITY 949,723.253 25.31% ATTN: JAMES COLLINS 950 MAIN ST WORCESTER MA 01610-1477 WELLS FARGO BANK NA FBO 928,354.997 24.74% SYNTEGRA RETIREMENT PLAN-LOOMIS P.O. Box 1533 MINNEAPOLIS MN 55480-1533 YOUNGSTOWN AREA JEWISH 642,540.148 17.12% FEDERATION ATTN: DEBBIE GRINSTEIN 505 GYPSY LN YOUNGSTOWN OH 44504-1314 CURRY COLLEGE 520,594.113 13.87% 1071 BLUE HILL AVE MILTON MA 02186-2395 PLUMBERS & PIPEFITTERS LOCAL 138 368,686.094 9.82% PENSION FUND 40 POPLAR ST DANVERS MA 01923-2249
C-13
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Loomis Sayles Investment Grade Fixed Income Fund Institutional Class BOST & CO 2,247,056.122 16.00% MELLON BANK NA MUTUAL FUNDS DEPARTMENT PO BOX 3198 PITTSBURGH PA 15230-3198 BRAINTREE CONTRIBUTORY 1,821,999.801 12.98% RETIREMENT SYSTEM ATTN: JEANNE MARTINEAU 71 CLEVELAND AVE BRAINTREE MA 02184-4930 TEAMSTERS LOCAL 522 1,443,291.121 10.28% C/O WILLIAM MCGRATH 2185 LEMOINE AVE FORT LEE NJ 07024-6036 JUPITER & CO 25,426.165 6.59% C/O INVESTORS BANK & TRUST PO BOX 9130 FPG90 BOSTON MA 02117-9130 BNY MIDWEST TRUST COMPANY 860,447.878 6.13% TRUSTEE FOR AGCO CORPORATION RETIREMENT PLAN 700 S FLOWER ST STE 200 LOS ANGELES CA 90017-4104 SEI PRIVATE TRUST CO C/O 827,370.832 5.89% ATTN: MUTUAL FUNDS ADMINISTRATOR OME FREEDOM VALLEY DRIVE OAKS PA 19456 STRAFE & CO 806,996.212 5.75% FBO SGC ASSOC PEN PL MUTUAL FDS LP PO BOX 160 WESTERVILLE OH 43086-0160 PERSHING LLC 752,455.059 5.36% P.O. BOX 2052 JERSEY CITY NJ 07303-2052 NATIONAL CABLE SATELLITE CORP 714,912.979 5.09% 400 NORTH CAPITOL ST N W SUITE 650 WASHINGTON DC 20001-1550
C-14
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Loomis Sayles Small Company Growth Fund Institutional Class MASSACHUSETTS WATER RESOURCES 821,206.880 63.76% AUTHORITY RETIREMENT SYSTEM ATTN BRIAN M LEAHY 100 1ST AVE CHARLESTOWN NAVY YARD BOSTON MA 02129-2043 WESTFIELD CONTRIBUTORY 466,776.489 36.24% RETIREMENT SYSTEM 59 COURT ST PO BOX 106 WESTFIELD MA 01086-0106 Loomis Sayles Small Cap Value Fund Admin Class SMITH BARNEY CORP TRUST CO TTEE 740,881.903 27.72% THE CITISTREET RETRMNT GROUP TRUST DTD 4/21/95 ATTN PLAN VALUATION TWO TOWER CENTER PO BOX 1063 E BRUNSWICK NJ 08816-1063 SMITH BARNEY CORP TRUST CO TTEE 253,754.740 9.50% SMITH BARNEY 401K ADVISOR GRP TRUST DTD 1/1/98 ATTN JOHN LOMBARDO TWO TOWER CENTER PO BOX 1063 E BRUNSWICK NJ 08816-1063 NEW YORK LIFE TRUST COMPANY 155,170.306 5.81% CLIENT ACCOUNT 169 LACKAWANNA AVE PARSIPPANY NJ 07054-1007 MERRILL LYNCH PIERCE 136,155.918 5.10% FENNER & SMITH INC FOR THE SOLE BEN OF ITS CUSTOMERS ATTN SERVICE TEAM 4800 DEER LAKE DR E 3RD FL JACKSONVILLE FL 32246-6484 Institutional Class CHARLES SCHWAB & CO INC 2,076,544.069 14.12% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 WELLS FARGO BANK NA FBO 896,034.544 6.09% WPS 401K ADMIN--LOOMIS SMALL CAP P.O. Box 1533 MINNEAPOLIS MN 55480-1533
C-15
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- CITIGROUP GLOBAL MARKETS INC. 894,956.458 6.09% 388 GREENWICH ST NEW YORK NY 10013-2375 WESTFIELD CONTRIBUTORY 865,810.303 5.89% RETIREMENT SYSTEM 59 COURT STREET PO BOX 106 WESTFIELD MA 01086-0106 Retail Class CHARLES SCHWAB & CO INC 2,549,371.384 30.79% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 NATIONAL FINANCIAL SEVICES CORP 926,955.727 11.19% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 FIDELITY INVESTMENTS INSTITUTIONAL 803,237.211 9.70% OPERATIONS CO INC (FIIOC) AS AGENT FOR CERTAIN EMPLOYEE BENEFIT PLANS 100 MAGELLAN WAY # KW1C COVINGTON KY 41015-1999 MERCER TRUST COMPANY IDX 602,887.813 7.28% SYSTEMS CORPORATION FBO IDX SYSTEMS CORPORATION DCPA LEVEL 1 LOC 35 INVESTORS WAY NORWOOD MA 02062 METLIFE RETIREMENT PLANS GROUP 574,721.840 6.94% RELIANCE TRUST CO AS TTEE FOR DCG 2 MONTGOMERY ST JERSEY CITY NJ 07302-3802 Loomis Sayles Mid Cap Growth Fund Institutional Class CITY OF CAMBRIDGE CONTRIBUTORY 1,270,844.156 100.00% RETIREMENT SYSTEM 225 BENT ST CAMBRIDGE MA 02141-2001
C-16
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- LOOMIS SAYLES FUNDS II Loomis Sayles Aggressive Growth Fund Institutional Class CHARLES SCHWAB & CO INC 690,911.198 42.93% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 JUPITER & CO 357,845.756 22.24% C/O INVESTORS BANK & TRUST PO BOX 9130 FPG 90 BOSTON MA 02117-9130 BERKLEE COLLEGE OF MUSIC INC 326,583.867 20.29% TTEE FINANCIAL AFFAIRS COMMITTEE 4/10/2000 ATTN: DAVID HORNFISCHER 1140 BOYLSTON ST BOSTON MA 02215-3693 STATE STREET BANK & TRUST CO 81,604.859 5.07% CUST FOR THE IRA R/O FBO EDWARD P BLISS PO BOX 729 38 BULLARD ST SHERBORN MA 01770-1435 Retail Class CHASE MANHATTAN BANK 433,954.342 27.12% DIRECT TRUSTEE FOR METLIFE DEFINED CONTRIBUTION GROUP 4 NEW YORK PLZ FL 2 NEW YORK NY 10004-2413 THE CHICAGO TRUST COMPANY, TTEE 269,119.948 16.82% INDUS INDUSTRIES 401K 350 PARK AVE FL 2 NEW YORK NY 10022-6090 STATE STREET BANK & TRUST 212,917.304 13.30% CITISTREET CORP FBO CORE MARKET BATTERY MARCH PARK III QUINCY MA 02169 CHARLES SCHWAB & CO INC 195,336.815 12.21% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
C-17
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- NATIONAL FINANCIAL SEVICES CORP 134,350.500 8.39% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 RELIANCE TRUST COMPANY 133,362.903 8.33% DIRECTED TRUSTEE FOR METLIFE DEFINED CONTRIBUTION GROUP 3384 PEACHTREE RD NE 9TH FL ATLANTA GA 30326-1181 Loomis Sayles Growth Fund Class A MERRILL LYNCH PIERCE 786,678.391 10.36% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 Class B MERRILL LYNCH PIERCE 398,531.037 5.57% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 Class C MERRILL LYNCH PIERCE 2,211,511.672 71.27% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484M Class Y CHARLES SCHWAB & CO INC 4,349,725.271 44.18% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 COMERICA BANK 992,147.436 10.08% FBO CITY OF LIVONIA RETIREE HEALTH & DISABILITY BENEFITS PLAN & TRUST P O BOX 75000 MC 3446 DETROIT MI 48275-0001
C-18
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- BALSA & CO DIV REINVEST 798,494.783 8.11% 14221 DALLAS PARKWAY 7-2JIP-138 DALLAS TX 75254-2942 PLUMBERS & PIPEFITTERS LOCAL 737,621.569 7.49% 138 PENSION FUND 40 POPLAR ST DANVERS MA 01923-2249 Loomis Sayles High Income Fund Class A DEFERRED COMPENSATION PLAN 253,315.539 5.10% FOR GENERAL AGENTS OF NEW ENGLAND FIN MET LIFE SECURITIES ACCTING ATTN: JAY LANGANE 4100 BOYSCOUT AVE TAMPA FL 33607-5740 Class B MLPF&S FOR THE SOLE BENEFIT 270,851.140 8.32% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97CJ3 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 56,950.812 9.81% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA1 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Loomis Sayles Investment Grade Bond Fund Class A UBS FINANCIAL SERVICES INC. FBO 793,074.689 37.28% ADVENTIST HEALTHCARE, INC INTERMEDIATE SEGMENT ACCOUNT 1801 RESEARCH BLVD STE 400 ROCKVILLE MD 20850-3184 MERRILL LYNCH PIERCE 201,583.072 9.47% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 UBS FINANCIAL SERVICES INC. 184,026.445 8.65% FBO SIDNEY V SMITH TTEE U/W SMITH MARITAL TRUST #2 4718 HALLMARK DRIVE #352 HOUSTON TX 77056-3909
C-19
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Class B MERRILL LYNCH PIERCE 50,876.491 22.29% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 UBS FINANCIAL SERVICES INC. FBO 15,244.222 6.68% PATRICIA K. WERNER TRUSTEE PATRICIA K. WERNER 1991 TRUST U/A DTD 2/22/91 54 E ALTARINDA DR ORINDA CA 94563-2416 Class C MERRILL LYNCH PIERCE 917,538.931 72.91% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 Class Y CHARLES SCHWAB & CO INC 307,188.694 23.62% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 ASBESTOS WORKERS LOCAL #84 226,491.436 17.42% PENSION PLAN ATTN LEE Q BARNES ADMINISTRATOR 36 E WARNER RD AKRON OH 44319-1864 JEFFREY L MEADE 121,840.465 9.37% PHYLLIS M MEADE JT TEN 16 SAMUEL PARLIN DR ACTON MA 01720-3207 MORGAN KEEGAN & COMPANY, INC. 92,700.786 7.13% FBO LARRY J. BINGHAM, TTEE FBO WILLIAM L. CASSELL REVOCABLE TRUST DTD 8/31/81 2800 COMMERCE TOWER KANSAS CITY MO 641052007
C-20
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- MICHIGAN PEER REVIEW ORGANIZATION 89,426.579 6.88% 22670 HAGGERTY RD STE 100 FARMINGTN HLS MI 48335-2631 MERRILL LYNCH PIERCE 72,428.239 5.57% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 Class J MARUSAN SECURITIES CO., LTD. 15,793,100 57.21% 2-5-2 NIHONBASHI CHUO-KU, TOKYO 103-8265 JAPAN MITSUBISHI SECURITIES CO., LTD 10,674,100 38.66% MITSUBISHI BUILDING 5-2 MARUNOUCHI 2-CHOME CHIYODA-KU, TOKYO 100-0005 JAPAN Loomis Sayles Limited Term Government and Agency Fund Class A FIRST CLEARING LLC 1,220,929.520 13.41% COMMUNITY FIRST TRUST CO 135 SECTION LINE RD 3RD FLOOR C 1 HOT SPRINGS AR 71913-6431 TREASURER COUNTY OF LAKE 517,290.936 5.68% 255 NO FORBES STREET RM 215 LAKEPORT CA 95453 Class B MLPF&S FOR THE SOLE BENEFIT 114,039.993 14.93% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97CH9 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 112,606.614 20.59% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UA3 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 THE BANK OF NEW YORK AS FUNDS 54,324.732 9.93% CUSTODIAN FOR THE CITY OF FORSYTH GEORGIA 100 ASHFORD CTR N STE 520 ATLANTA GA 30338-4865
C-21
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- FIRST CLEARING LLC 27,358.896 5.00% ANA B SZULMAN & MARCOS SZULMAN JT TEN 25 EASTLAND DRIVE Class Y NEW ENGLAND MUTUAL LIFE INS CO 37,723.575 85.54% SEPARATE INVESTMENT ACCOUNTING ATTN LARRY HOISINGTON 501 BOYLSTON STREET--6TH FL BOSTON MA 02116-3769 MLPF&S FOR THE SOLE BENEFIT 4,246.945 9.63% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97RA7 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Loomis Sayles Municipal Income Fund Class B MLPF&S FOR THE SOLE BENEFIT 69,804.914 6.30% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97CH7 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Loomis Sayles Research Fund Class A FIRST CLEARING LLC 6,019.351 28.91% PAUL G CHENAULT STD IRA FCC AS CUSTODIAN 5852 PEBBLE BEACH WAY SN LUIS OBISP CA 93401-8270 PERSHING LLC 4,154.930 19.96% P O BOX 2052 JERSEY CITY NJ 07303-2052 WAYNE CARY PC 3,118.785 14.98% PROFIT SHARING TRUST 6729 E PRESTON ST MESA AZ 85215-1042 PERSHING LLC 2,910.798 13.98% P O BOX 2052 JERSEY CITY NJ 07303-2052 FIRST CLEARING LLC 1,504.838 7.23% BARBARA J CHENAULT STD IRA FCC AS CUSTODIAN 5852 PEBBLE BEACH WAY SN LUIS OBISP CA 93401-8270
C-22
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Class B MERRILL LYNCH PIERCE 6,474.703 36.70% FENNER & SMITH INC MERRILL LYNCH FINANCIAL DATA SVCS ATTN: SERVICE TEAM 4800 DEER LAKE DR EAST 3RD FLR JACKSONVILLE FL 32246-6484 NEW ENGLAND BRIDGE PRODUCTS SIRA 1,498.179 8.49% JOHN CONTI 75 FREMONT AVE EVERETT MA 02149-5022 PERSHING LLC 1,436.479 8.14% P.O. BOX 2052 JERSEY CITY NJ 07303-2052 A G EDWARDS & SONS C/F 1,043.038 5.91% RUBIN GOLDBERG IRA ACCOUNT 10 LOTUS ST CEDARHURST NY 11516-2615 STATE STREET BANK & TRUST CO CUST 912.364 5.17% IRA R/O MICHAEL D ZIMMERMAN 425 BROOK ST FRAMINGHAM MA 01701-4331 Class C NFSC FEBO 3,860.787 91.59% NFS/FMTC IRA FBO KATHRYN V BECK 242 176TH TERRACE DR E REDINGTN SHOR FL 33708-1227 IXIS ASSET MANAGEMENT 354.736 8.41% DISTRIBUTORS LP 399 BOYLSTON ST BOSTON MA 02116-3305 Class Y CHARLES SCHWAB & CO INC 2,138,472.933 77.57% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 CURRY COLLEGE 303,442.159 11.01% 1071 BLUE HILL AVE MILTON MA 02186-2395 WORKERS LOCAL 213,364.689 7.74% #84 PENSION FUND 36 E WARNER RD AKRON OH 44319-1864
C-23
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Loomis Sayles Small Cap Growth Fund Institutional Class CHARLES SCHWAB & CO INC 744,605.191 48.02% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 CHURCH MUTUAL INSURANCE COMPANY 279,916.313 18.05% 3000 SCHUSTER LN MERRILL WI 54452-3863 YMCA OF GREATER BOSTON 99,091.559 6.39% 316 HUNTINGTON AVE BOSTON MA 02115-5019 Loomis Sayles Strategic Income Fund Class A MLPF&S FOR THE SOLE BENEFIT 7,994,246.598 19.90% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97GM7 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 CHARLES SCHWAB & CO INC 2,941,124.414 7.32% SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 Class B MLPF&S FOR THE SOLE BENEFIT 1,961,516.620 20.17% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97GM8 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class C MLPF&S FOR THE SOLE BENEFIT 19,692,028.561 61.05% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UB1 4800 DEER LAKE DR EAST--2ND FL JACKSONVILLE FL 32246-6484 Class Y MLPF & S FOR THE SOLE BENEFIT 1,338,556.874 71.90% OF ITS CUSTOMERS ATTN FUND ADMINISTRATION ML#97UR8 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
C-24
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- METLIFE INSURANCE COMPANY 139,844.434 7.51% ATTN ADRIENNE LAVIS 2 MONTGOMERY ST FL 3 JERSEY CITY NJ 07302-3899 Loomis Sayles Tax Managed Equity Fund Institutional Class LOOMIS SAYLES SEED ACCOUNT 257,754.864 31.23% ATTN: PAUL SHERBA ONE FINANCIAL CENTER BOSTON MA 02111-2621 NATIONAL FINANCIAL SEVICES CORP 97,433.036 11.80% FOR EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS DEPARTMENT 5TH FL 200 LIBERTY ST ONE WORLD FINANCIAL CENTER NEW YORK NY 10281-1003 SOUTHERN CALIFORNIA UNIVERSITY 69,420.659 8.41% OF HEALTH SCIENCES--MINDLIN 16200 AMBER VALLEY DR WHITTIER CA 90604-4051 SOUTHEASTERN MICHIGAN 59,942.897 7.26% CHAPTER NECA 25180 LASHER RD PO POX 385 SOUTHFIELD MI 48034-5866 Loomis Sayles Value Fund Institutional Class CHARLES SCHWAB & CO INC 928,954.001 45.61% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 ASBESTOS WORKERS LOCAL 134,622.068 6.61% #84 PENSION FUND 36 E WARNER RD AKRON OH 44319-1864 YMCA OF GREATER BOSTON 129,610.734 6.36% 316 HUNTINGTON AVE BOSTON MA 02115-5019 SOUTHEASTERN MICHIGAN CHAPTER 113,164.340 5.56% NECA 25180 LASHER RD PO POX 385 SOUTHFIELD MI 48034-5866
C-25
Percentage of Shares Beneficially Outstanding Shares of Fund and Class Name and Address of Beneficial Owner Owned Class Owned -------------- ------------------------------------ ------------------- --------------------- Loomis Sayles Worldwide Fund Institutional Class CHARLES SCHWAB & CO INC 1,278,640.280 69.05% 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 QUEENS BOROUGH PUBLIC LIBRARY 136,814.748 7.39% 8911 MERRICK BLVD JAMAICA NY 11432-5242 DANIEL J FUSS 95,354.119 5.15% 44 LONGFELLOW RD WELLESLEY MA 02481-5221 ROSEMARY B FUSS 95,354.119 5.15% 44 LONGFELLOW RD WELLESLEY MA 02481-5221
* Such ownership may be beneficially held by individuals or entities other than the owner listed. To the extent that any listed shareholder beneficially owns more than 25% of a Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the affirmative vote of holders of a plurality or majority of the Fund's shares without the approval of the controlling shareholder. Ownership of Shares by Management The following table shows shares of each class of each Fund held by all trustees and executive officers as of March 8, 2005.*
-------------------------------------------------------------------------------------------- Shares Beneficially Percentage of Outstanding Trustees Owned Shares of Class Owned -------------------------------------------------------------------------------------------- AEW Real Estate Fund--Class A -------------------------------------------------------------------------------------------- Kenneth J. Cowan 406.187 Less than 1% -------------------------------------------------------------------------------------------- Graham T. Allison 28,870.661 N/A -------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 29,276.848 Less than 1% -------------------------------------------------------------------------------------------- AEW Real Estate Fund--Class C -------------------------------------------------------------------------------------------- John A. Shane 12,911.511 1.54% -------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 12,911.511 1.54% -------------------------------------------------------------------------------------------- CDC Nvest Cash Management Trust--Class A -------------------------------------------------------------------------------------------- Kenneth J. Cowan 128,461.960 Less than 1% -------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 128,461.960 Less than 1% -------------------------------------------------------------------------------------------- CDC Nvest Star Advisers Fund--Class A -------------------------------------------------------------------------------------------- Graham T. Allison 23,158.413 N/A -------------------------------------------------------------------------------------------- Kenneth J. Cowan 813.364 N/A -------------------------------------------------------------------------------------------- Richard Darman 7,876.029 N/A -------------------------------------------------------------------------------------------- Sandra O. Moose 9,126.724 Less than 1% -------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 40,161.166 Less than 1% --------------------------------------------------------------------------------------------
C-26
------------------------------------------------------------------------------------------------------- Shares Beneficially Percentage of Outstanding Trustees Owned Shares of Class Owned ------------------------------------------------------------------------------------------------------- CDC Nvest Star Value Fund--Class A ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 139.945 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 139.945 Less than 1% ------------------------------------------------------------------------------------------------------- CGM Advisor Targeted Equity Fund--Class A ------------------------------------------------------------------------------------------------------- Graham T. Allison 45,813.543 N/A ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 1,359.423 N/A ------------------------------------------------------------------------------------------------------- Richard Darman 16,378.742 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 63,551.708 Less than 1% ------------------------------------------------------------------------------------------------------- CGM Advisor Targeted Equity Fund--Class Y ------------------------------------------------------------------------------------------------------- John T. Hailer 5,809.356 Less than 1% ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 5,809.356 Less than 1% ------------------------------------------------------------------------------------------------------- Hansberger International Fund--Class A ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 145.908 N/A ------------------------------------------------------------------------------------------------------- Richard Darman 9,335.567 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 9,481.475 Less than 1% ------------------------------------------------------------------------------------------------------- Harris Associates Focused Value Fund--Class A ------------------------------------------------------------------------------------------------------- Edward A. Benjamin 2,903.144 N/A ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 861.941 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 3,765.085 Less than 1% ------------------------------------------------------------------------------------------------------- Harris Associates Large Cap Value Fund--Class A ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 1,082.296 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 1,082.296 Less than 1% ------------------------------------------------------------------------------------------------------- Harris Associates Large Cap Value Fund--Class Y ------------------------------------------------------------------------------------------------------- John T. Hailer 4,289.704 Less than 1% ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 4,289.704 Less than 1% ------------------------------------------------------------------------------------------------------- Loomis Sayles Aggressive Growth Fund--Institutional Class ------------------------------------------------------------------------------------------------------- Robert J. Blanding 2,683.298 Less than 1% ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 24.158 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 2,707.456 Less than 1% ------------------------------------------------------------------------------------------------------- Loomis Sayles Benchmark Core Bond Fund ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 36.577 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 36.577 Less than 1% ------------------------------------------------------------------------------------------------------- Loomis Sayles Bond Fund--Institutional Class ------------------------------------------------------------------------------------------------------- Robert J. Blanding 5,254.701 Less than 1% ------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 616.763 N/A ------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 5,871.464 Less than 1% -------------------------------------------------------------------------------------------------------
C-27
---------------------------------------------------------------------------------------------------- Shares Beneficially Percentage of Outstanding Trustees Owned Shares of Class Owned ---------------------------------------------------------------------------------------------------- Loomis Sayles Core Plus Bond Fund--Class A ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 305.855 Less than 1% ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 305.855 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund--Institutional Class ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 29.458 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 29.458 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Global Bond Fund--Institutional Class ---------------------------------------------------------------------------------------------------- Edward A. Benjamin 2,300.734 N/A ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 499.117 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 2,799.851 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Growth Fund--Class A ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 164.805 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 164.805 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Growth Fund--Class Y ---------------------------------------------------------------------------------------------------- Robert J. Blanding 124,134.600 1.26% ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 124,134.600 1.26% ---------------------------------------------------------------------------------------------------- Loomis Sayles High Income Fund--Class A ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 173.998 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 173.998 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Bond Fund--Class A ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 54.817 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 54.817 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Inflation Protected Securities Fund-- Institutional Class ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 51.036 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 51.036 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Limited Term Government and Agency Fund--Class A ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 33.072 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 33.072 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund--Institutional Class ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 37.145 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 37.145 Less than 1% ---------------------------------------------------------------------------------------------------- Loomis Sayles Research Fund--Class A ---------------------------------------------------------------------------------------------------- Paul Chenault 6,019.351 28.91% ---------------------------------------------------------------------------------------------------- Kenneth J. Cowan 46.734 N/A ---------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 6,066.085 28.91% ----------------------------------------------------------------------------------------------------
C-28
--------------------------------------------------------------------------------------------------------- Shares Beneficially Percentage of Outstanding Trustees Owned Shares of Class Owned --------------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Growth Fund--Institutional Class --------------------------------------------------------------------------------------------------------- Robert J. Blanding 60,185.417 3.88% --------------------------------------------------------------------------------------------------------- John T. Hailer 4,950.336 Less than 1% --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 39.618 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 65,175.371 4.20% --------------------------------------------------------------------------------------------------------- Loomis Sayles Strategic Income Fund--Class A --------------------------------------------------------------------------------------------------------- John A. Shane 3,902.944 Less than 1% --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 2,074.484 Less than 1% --------------------------------------------------------------------------------------------------------- Edward A. Benjamin 2,700.529 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 8,677.957 Less than 1% --------------------------------------------------------------------------------------------------------- Loomis Sayles Strategic Income Fund--Class Y --------------------------------------------------------------------------------------------------------- Robert J. Blanding 84,030.561 4.51% --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 84,030.561 4.51% --------------------------------------------------------------------------------------------------------- Loomis Sayles Institutional High Income Fund--Institutional Class --------------------------------------------------------------------------------------------------------- Robert J. Blanding 92,499.748 Less than 1% --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 55.109 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 92,554.857 Less than 1% --------------------------------------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund-- Institutional Class --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 17,628.425 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 17,628.425 Less than 1% --------------------------------------------------------------------------------------------------------- Loomis Sayles Investment Grade Fixed Income Fund-- Institutional Class --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 28.817 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 28.817 Less than 1% --------------------------------------------------------------------------------------------------------- Loomis Sayles Small Cap Value Fund--Institutional Class --------------------------------------------------------------------------------------------------------- Robert J. Blanding 28,102.582 Less than 1% --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 16.581 N/A --------------------------------------------------------------------------------------------------------- John T. Hailer 8,481.239 Less than 1% --------------------------------------------------------------------------------------------------------- Edward A. Benjamin 1,553.277 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 38,153.679 Less than 1% --------------------------------------------------------------------------------------------------------- Loomis Sayles Small Company Growth Fund--Institutional Class --------------------------------------------------------------------------------------------------------- Kenneth J. Cowan 43.185 N/A --------------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 43.185 Less than 1% ---------------------------------------------------------------------------------------------------------
C-29
-------------------------------------------------------------------------------------------------- Shares Beneficially Percentage of Outstanding Trustees Owned Shares of Class Owned -------------------------------------------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund--Institutional Class -------------------------------------------------------------------------------------------------- Kenneth J. Cowan 43.094 N/A -------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 43.094 Less than 1% -------------------------------------------------------------------------------------------------- Loomis Sayles Value Fund--Institutional Class -------------------------------------------------------------------------------------------------- Robert J. Blanding 5,127.422 Less than 1% -------------------------------------------------------------------------------------------------- Kenneth J. Cowan 23.791 N/A -------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 5,151.213 Less than 1% -------------------------------------------------------------------------------------------------- Loomis Sayles Worldwide Fund--Institutional Class -------------------------------------------------------------------------------------------------- Graham T. Allison 2,229.829 N/A -------------------------------------------------------------------------------------------------- Daniel M. Cain 5,364.660 N/A -------------------------------------------------------------------------------------------------- Kenneth J. Cowan 36.995 N/A -------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 7,631.484 Less than 1% -------------------------------------------------------------------------------------------------- Vaughan Nelson Small Cap Value Fund--Class A -------------------------------------------------------------------------------------------------- Kenneth J. Cowan 108.298 N/A -------------------------------------------------------------------------------------------------- Daniel M. Cain 11,875.929 N/A -------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 11,984.227 Less than 1% -------------------------------------------------------------------------------------------------- Westpeak Capital Growth Fund--Class A -------------------------------------------------------------------------------------------------- Kenneth J. Cowan 46.410 N/A -------------------------------------------------------------------------------------------------- All Trustees and executive officers as a group 46.410 Less than 1% --------------------------------------------------------------------------------------------------
* Notional shares held through the deferred compensation plan, which do not carry voting rights, are included in the "Shares Beneficially Owned" column but not in the "Percentage of Outstanding Shares of Class Owned" column. "N/A" indicates that the Trustee's only interest in a particular class of shares is through the deferred compensation plan. C-30 YOUR VOTE IS IMPORTANT! UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Your Proxy Vote is important! And now you can Vote your Proxy on the PHONE or the INTERNET. It saves Money! Telephone and Internet voting saves postage costs. Savings which can help minimize expenses. It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day. It's Easy! Just follow these simple steps: 1. Read your proxy statement and have it at hand. 2. Call toll-free 1-866-241-6192 or go to website: vote.proxy-direct.com 3. Follow the recorded or on-screen directions. 4. Do not mail your Proxy Card when you vote by phone or Internet. Please detach at perforation before mailing. PROXY CDC NVEST FUNDS - LOOMIS SAYLES FUNDS PROXY PROXY SOLICITED BY THE BOARD OF TRUSTEES PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 2, 2005 The undersigned hereby appoints Coleen Downs Dinneen, Russell Kane and Michael Kardok and each of them separately, proxies with full power of substitution to each, and hereby authorizes them to represent and to vote, as designated on the reverse side, at the Special Meeting of Shareholders of the CDC Nvest Funds and Loomis Sayles Funds (the "Funds"), on June 2, 2005 at 2:00 pm. Eastern time, and any adjournments thereof, all of the shares of a Fund that the undersigned would be entitled to vote if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and any adjournments thereof. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 ---------------------------------------------------- 999 9999 9999 999 ---------------------------------------------------- Note: Please sign exactly as name appears on this proxy card. When signing executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer's office. If a partner, sign in the partnership name. ---------------------------------------------------- Signature ---------------------------------------------------- Signature of joint owner, if any ---------------------------------------------------- Date IXI_15125 YOUR VOTE IS IMPORTANT! UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Fund ---- Fundname Drop-In 1 Fundname Drop-In 2 Fundname Drop-In 3 Fundname Drop-In 4 Fundname Drop-In 5 Fundname Drop-In 6 Fundname Drop-In 7 Fundname Drop-In 8 Fundname Drop-In 9 Fundname Drop-In 10 Fundname Drop-In 11 Fundname Drop-In 12 Please detach at perforation before mailing. THE TRUSTEES RECOMMEND A VOTE FOR EACH PROPOSAL. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [X] -------------------------------------------------------------------------------- [ ] To vote FOR all Funds on all Proposals, mark this box. (No other vote is necessary.) -------------------------------------------------------------------------------- 1. Election of Trustees: FOR WITHHOLD FOR ALL ALL ALL EXCEPT Nominees: 01 Graham T. Allison [ ] [ ] [ ] 02 Edward A. Benjamin 03 Daniel M. Cain 04 Paul G. Chenault 05 Kenneth J. Cowan 06 Richard Darman 07 Sandra O. Moose 08 John A. Shane 09 Charles D. Baker 10 Cynthia L. Walker 11 Robert J. Blanding 12 John T. Hailer Instruction: To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) on the line below and mark the "FOR ALL EXCEPT" box above: -------------------------------------------------------------------------------- 2. To Approve an Amended and Restated Declaration of Trust. FOR AGAINST ABSTAIN Fundname Drop-In 1 [ ] [ ] [ ] Fundname Drop-In 2 [ ] [ ] [ ] Fundname Drop-In 3 [ ] [ ] [ ] Fundname Drop-In 4 [ ] [ ] [ ] Fundname Drop-In 5 [ ] [ ] [ ] Fundname Drop-In 6 [ ] [ ] [ ] Fundname Drop-In 7 [ ] [ ] [ ] Fundname Drop-In 8 [ ] [ ] [ ] Fundname Drop-In 9 [ ] [ ] [ ] Fundname Drop-In 10 [ ] [ ] [ ] Fundname Drop-In 11 [ ] [ ] [ ] Fundname Drop-In 12 [ ] [ ] [ ] Excerpts of https://vote.proxy-direct.com Screen 1: PROXY DIRECT Shareholder Login [telephone icon] Contact Us [eyeglass icon] Security Help [question mark icon] You can now submit your voting instructions online. To do so, please enter your number in the area below. Your number is located in a shaded box on the right side of your proxy card or voting instruction card. If you have received multiple cards, each has its own number and you will need to login and provide your voting instructions separately for each such distinct number. Enter number here: Continue --- Your browser must support JavaScript 1.1 or higher and be able to accept cookies in order to continue. Click on HELP button at the top for more information and navigation tips. If you are unable to vote your proxy using this service because of techincal difficulties, you should refer to your Proxy Package for other voting options. (C)2001 PROXY DIRECT(TM) - Service of ALAMO Direct Mail Svcs, Inc. All rights reserved. Screen 2: Campaign Proposals PROXY DIRECT [telephone icon] Contact Us [eyeglass icon] Security Help [question mark icon] CDC Nvest Funds Loomis Sayles Funds Shareholder: ALAMO SAMPLE CARD FOR ALL FUNDS 280 OSER AVE HAUPPAUGE, NY 11788 Account: 1234567890 Previous vote: No Previous Vote Collected APPLICABLE CAMPAIGN PROPOSALS Mark ALL -> Board Recommended Mark ALL -> For Against Abstain 1.01 Election of Trustees: Graham T. Allison For Withhold 1.02 Election of Trustees: Edward A. Banjamin For Withhold 1.03 Election of Trustees: Daniel M. Calin For Withhold 1.04 Election of Trustees: Paul G. Chenault For Withhold 1.05 Election of Trustees: Kenneth J. Cowan For Withhold 1.06 Election of Trustees: Richard Darman For Withhold 1.07 Election of Trustees: Sandra O. Moose For Withhold 1.08 Election of Trustees: John A. Shane For Withhold 1.09 Election of Trustees: Charles D. Baker For Withhold 1.10 Election of Trustees: Cynthia L. Walker For Withhold 1.11 Election of Trustees: Robert J. Blanding For Withhold 1.12 Election of Trustees: John T. Hailer For Withhold 2. Approval of Amended and Restated Declaration of Trust. For Against Abstain 2. Approve an Amended and Restated Declaration of Trust. For Against Abstain [envelope icon] Enter your e-mail address here if you would like an e-mail confirmation of your vote. Answers have been marked according to your last recorded vote. Please change as appropriate before submission. If you have questions regarding any of the proposals, please call (631)231-7900. [X] Cancel [X] Vote Now! Screen 3: PROXY DIRECT Internet Voting Vote Confirmation [telephone icon] Contact Us [eyeglass icon] Security Help [question mark icon] Thank you. Your voting instructions have been submitted for processing. If necessary, you can revisit the Internet Voting site at any time before the meeting on Thursday, June 02, 2005 at 2:00 PM[ET] to submit new voting instructions. This is a summary of your voting instructions for the Trusts Proxies. You may print this page for your records. Instructions submitted on [Day], [DATE] at TIME[ET] Transaction Code: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 1.01 Election of Trustees: Graham T. Allison Voted [For/Withhold] 1.02 Election of Trustees: Edward A. Banjamin Voted [For/Withhold] 1.03 Election of Trustees: Daniel M. Calin Voted [For/Withhold] 1.04 Election of Trustees: Paul G. Chenault Voted [For/Withhold] 1.05 Election of Trustees: Kenneth J. Cowan Voted [For/Withhold] 1.06 Election of Trustees: Richard Darman Voted [For/Withhold] 1.07 Election of Trustees: Sandra O. Moose Voted [For/Withhold] 1.08 Election of Trustees: John A. Shane Voted [For/Withhold] 1.09 Election of Trustees: Charles D. Baker Voted [For/Withhold] 1.10 Election of Trustees: Cynthia L. Walker Voted [For/Withhold] 1.11 Election of Trustees: Robert J. Blanding Voted [For/Withhold] 1.12 Election of Trustees: John T. Hailer Voted [For/Withhold] 2. Approval of Amended and Restated Declaration of Trust. Voted [For/Withhold] 2. Approve an Amended and Restated Declaration of Trust. Voted [For/Withhold] If you wish to vote another card, please click here. ALAMO DIRECT Touch-Tone Telephone Script WHEN CONNECTED TO THE TOLL-FREE NUMBER 1-866-241-6192, THE SHAREHOLDER WILL HEAR: "Welcome! Please enter the number located in the shaded box on your proxy card." WHEN THE SHAREHOLDER ENTERS THE CONTROL NUMBER, HE/SHE WILL HEAR: "This is the automated telephone voting site for the Special Meeting of Shareholders of the CDC Nvest Funds and Loomis Sayles Funds." "To vote as the BOARD RECOMMENDS ON ALL PROPOSALS, press 1 now." "To vote on EACH PROPOSAL SEPARATELY, press 0 now." OPTION 1: IF VOTING AS THE BOARD RECOMMENDS: "To hear how you have voted, press 1." "To cancel your vote, press 2." "To save how you have voted, press 3."
IF THE SHAREHOLDER PRESSES 1 TO HEAR THE VOTES: "Your vote will be saved automatically should you decide to hang up during vote playback." "Your vote has been cast as follows, "You have voted as THE BOARD RECOMMENDED." "To hear how you have voted, press 1." "To cancel your vote, press 2." "To save how you have voted, press 3."
IF THE SHAREHOLDER PRESSES 2 TO CANCEL THE VOTES: "Your vote has been canceled." "If you would like to start the voting process again, "To end this call, press 0 now." press 1 now."
IF THE SHAREHOLDER PRESSES 3 TO SAVE THE VOTES: "Your vote has been saved." "If you would like to start the voting process again, press 1 now." "To end this call press 0 now."
If the shareholder elects to vote another proxy, he/she is returned to the above speech "PLEASE ENTER THE NUMBER". IF THE SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR: "Thank you for voting." OPTION 2: IF THE SHAREHOLDER OPTS TO VOTE ON EACH PROPOSAL SEPARATELY: NOTE: The prompting for this section matches the specific holdings, of the shareholder, for the control number they are voting on. The shareholder is prompted on ONLY the proposals and or holdings that they specifically own. "Proposal 1: To vote FOR ALL nominees, press 1. To WITHHOLD FROM ALL nominees, press 9. To vote WITHHOLD FROM AN INDIVIDUAL nominee, press 0."
IF THE SHAREHOLDER PRESSES 0 TO WITHHOLD FROM AN INDIVIDUAL NOMINEE, HE/SHE WILL HEAR: "To enter a vote to withhold from an individual nominee, enter the two digit number that appears next to the nominee you do not wish to vote for." "Press 0, if you have completed voting on nominees" AFTER THE SHAREHOLDER ENTERS THE FIRST NOMINEE NUMBER, HE/SHE HEARS: "Press 1 to vote AGAINST another nominee, or press 0 if you have completed voting on the nominees." *IF A SHAREHOLDER OWNS MULTIPLE HOLDINGS, HE/SHE WILL HEAR:* "Proposal 2: To vote FOR ALL press 1. To vote AGAINST ALL press 9. To ABSTAIN ALL press 0." "To vote each holding individually press 4"
IF THE SHAREHOLDER OPTS TO VOTE EACH HOLDING INDIVIDUALLY, HE/SHE WILL HEAR: "For Holding #1: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #2: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #3: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #4: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #5: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #6: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #7: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #8: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #9: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #10: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #11: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." "For Holding #12: To vote FOR press 1. AGAINST press 9. ABSTAIN press 0." WHEN THE SHAREHOLDER HAS COMPLETED VOTING ON ALL HOLDINGS and PROPOSALS, HE/SHE WILL HEAR: "To hear how you have voted, press 1." "To cancel your vote, press 2." "To save how you have voted, press 3."
IF THE SHAREHOLDER PRESSES 1, HE/SHE WILL HEAR: "Your vote will be saved automatically should you decide to hang up during vote playback." "Your vote has been cast as follows (vote for each proposal and holding are given)." "To hear how you have voted, press 1." "To cancel your vote, press 2." "To save how you have voted, press 3."
IF THE SHAREHOLDER PRESSES 2, TO CANCEL THE VOTES, HE/SHE WILL HEAR: "Your vote has been canceled." "If you would like to start the voting process again, "To end this call, press 0 now." press 1 now."
IF THE SHAREHOLDER PRESSES 3, TO SAVE THE VOTES, HE/SHE WILL HEAR: "Your vote has been saved." "If you would like to start the voting process again, "To end this call press 0 now." press 1 now."
If the shareholder elects to vote another proxy, he/she is returned to the above speech "PLEASE ENTER THE NUMBER". IF THE SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR: "Thank you for voting." Call is terminated. OUTBOUND PHONE SCRIPT - CDC NVEST/LOOMIS SAYLES FUND -------------- Hello, my name is and I am calling on behalf of CDC NVEST/LOOMIS ------------ SAYLES FUND. May I please speak with Thank you --------- -------------------- for taking my call. I am calling to let you know that a special shareholder meeting will be held on 2005 for shareholders to vote on important proposals for CDC ---------- NVEST/LOOMIS SAYLES FUND. ------------------ Before I continue, I'd like you to know this call is being recorded to ensure we accurately represent your vote. Have you received your package containing this information? Are you familiar with the proposals? May I assist you with any questions? If it is convenient for you, I can record your vote over the telephone right now. Is it convenient? For verification purposes may I please have your name and street address? The Board of Trustees of the Fund recommends that you cast your vote for the Proposals. Would you like to vote as the Board recommends? (If the shareholder does not wish to vote as the Board recommends offer to review the proposals with them and ask them how they would like to vote- you can do this by clicking on the vote now link to review their vote card). Your vote has been recorded. You have voted , is that correct? ------- In the next 72 hours a confirmation of your vote will be mailed to you. Thank you for your time. Excerpts of www.cdcnvestfunds.com website: On homepage: Online proxy voting is now available for all shareholders. [Links to page below] CDC Nvest Funds: Online Proxy Voting Online Proxy Voting IXIS Asset Management Distributors, L.P. has announced an important proposal regarding all of our funds, which requires a shareholder vote. A Special Meeting of the shareholders of each Fund will be held at 2:00 p.m. on June 2, 2005 at the offices of IXIS Asset Management Advisors, L.P., 399 Boylston Street, 10th floor, Boston, Massachusetts 02116 [Link] Proxy letter to shareholders* [Link] Official proxy statement* [Link to vote.proxy-direct.com] Enter our Electronic Proxy Voting Center Remember - your vote counts Important note: If you own shares in more than one account, you should have received a separate card for each account. These are not duplicate cards; it is important to vote each account represented by the proxy cards received. Your vote is extremely important, regardless of the number of shares you own. Please vote your shares whether or not you plan to attend the meeting. Voting promptly is also essential. If we do not receive enough votes, we will have to resolicit shareholders. You may receive a reminder call to return your proxy. If you vote electronically, you do not need to mail your proxy card. However, if you want to change your vote you may do so using the proxy card, telephone or Internet. Thank you for your cooperation in voting on this important proposal. If you have any questions regarding the proxy statement, please call your financial advisor, or call CDC Nvest Funds at 800-225-5478. * To download or print PDF files, you must have Adobe Acrobat Reader software on your computer. You may obtain this software free of charge at Adobe's Web site.