SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Loomis Sayles Funds II
(Name
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| April 2010 | Your vote is important! |
Dear Shareholder:
A special meeting of shareholders of Natixis Funds, Loomis Sayles Funds and the Hansberger International Series (“the Funds”) has been scheduled for Thursday, May 27, 2010. Each fund family is served by a common Board of Trustees. The purpose of the feespecial meeting is offsetfor shareholders to elect four members to this Board. These four members are currently serving as providedTrustees as a result of their previous appointment by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filingBoard, but have not yet been elected by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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[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 inshareholders. Please see the enclosed proxy statement and as outlined, for your convenience, in this letter.
more detailed information.
Your vote counts
Your vote is extremely important, so we urge youimportant. Please take a few moments to read all material carefully
and vote your shares, promptly.
Q. What arewhether or not you plan to attend the proposals?
The first proposal relatesmeeting. Computershare, a professional proxy solicitation firm, has been retained 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 whichassist 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 thein obtaining 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.
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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.votes. If we do not receive enough votes to hold the meeting, we will havebe required to resolicitre-solicit shareholders which canat additional expense to the Funds.
The enclosed proxy statement provides detailed information about this important proposal. The special shareholder meeting will be held at 2:00 p.m. Eastern time consumingon May 27, 2010 at the offices of Natixis Asset Management Advisors, L.P., 399 Boylston Street, 10th floor, Boston, Massachusetts 02116.
Voting options – it’s your choice – it’s easy and may delayconvenient
Through the meeting scheduled for June 2, 2005. A proxy solicitation firm,
Alamo Direct, may call to remind you toInternetat https://vote.proxy-direct.com/nat
By touch-tone telephoneat866-241-6192.
By mail - Simply complete and 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 beenis enclosed for your convenience. You may also
In person - Vote your shares in person at the meeting. Please check the box on the proxy card indicating that you plan to attend the meeting.
If you vote viausing the Internet, telephone 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, in person,you do not need to mail your proxy card.card. If you want to change your vote, you may do so by using the proxy card, Internet, telephone or the Internet.
Thank you for your cooperationby voting 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.
person.
Sincerely,
/s/ John T. Hailer /s/ Robert Blanding
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John T. Hailer Robert Blanding
President, CDC Nvest
 |  | |
David L. Giunta President, Natixis Funds | Robert Blanding President, Loomis Sayles | |
160310
SH277-0410
Natixis Distributors, L.P. (fund distributor), Loomis, Sayles & Company, L.P. and Hansberger Global Investors are affiliated.
Natixis Distributors, L.P. 399 Boylston St. Boston, MA 02116
 |  |  |
Natixis Funds, President, Loomis Sayles Funds I
and Loomis Sayles Funds II
SH163-0405
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IXIS Asset Management Distributors, L.P.. Hansberger International Series
399 Boylston Street .
Boston, MAMassachusetts 02116
www.cdcnvestfunds.com
CDC Nvest
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on May 27, 2010
To the Shareholders of Natixis Funds Trust I, CDC NvestNatixis Funds Trust II, CDC NvestNatixis Funds Trust III
CDC Nvest Companies Trust I
CDC NvestIV, Natixis 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 FundsSeries and Gateway 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"“Trusts”)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
June 2, 2005
:
A Special Meeting of the shareholdersShareholders of each FundTrust will be held at 2:00 p.m. on June 2, 2005May 27, 2010 at the offices of IXISNatixis Asset Management Advisors, L.P., located at 399 Boylston Street, 10th floor,Floor, Boston, Massachusetts 02116, for thesethe following purposes:
1.
| 1. | To elect Trustees for Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series and Gateway Trust, with each Trust voting separately; |
| 2. | To approve changes to each Hansberger International Series Fund’s fundamental investment policy relating to investments in real estate; open-end investment companies; interests in oil, gas or minerals; and commodities; |
| 3. | To approve changes to each Hansberger International Series Fund’s fundamental investment policy relating to a Hansberger International Series Fund acting as an underwriter, issuing senior securities, or purchasing on margin; |
| 4. | To approve changes to each Hansberger International Series Fund’s fundamental investment policy relating to lending money; |
| 5. | To approve changes to each Hansberger International Series Fund’s fundamental investment policies relating to borrowing money and mortgaging, pledging or hypothecating a Hansberger International Series Fund’s assets; and |
| 6. | To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
The Board of 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 atTrusts has fixed the close of business on April 6, 2005 are1 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting andMeeting or any adjourned session.
postponement or adjournment thereof.
By order of the BoardsBoard of Trustees,
Coleen Downs Dinneen
COLEEN DOWNS DINNEEN,
Secretary
Boston, Massachusetts
April 6, 2005
PLEASE RESPOND. YOUR VOTE12, 2010
IT IS IMPORTANT. PLEASE VOTEIMPORTANT THAT YOUR SHARES ONBE REPRESENTED AT THE INTERNETMEETING IN PERSON OR BY TELEPHONE OR COMPLETE, SIGN, DATE AND RETURNPROXY, NO MATTER HOW MANY SHARES YOU OWN. IF YOU DO NOT EXPECT TO ATTEND THE MEETING PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD WHETHERFOR VOTING BY INTERNET OR NOTBY TELEPHONE; OR, IF YOU PLAN TO ATTENDPREFER, KINDLY MARK, SIGN, AND DATE THE MEETING.
PROXY STATEMENT
CDC Nvest
Natixis Funds Trust I*
CDC NvestI
Natixis Funds Trust II*
CDC NvestII
Natixis Funds Trust III*
CDC Nvest Companies Trust I*
CDC NvestIV
Natixis Cash Management Trust*
Trust
Loomis Sayles Funds I
Loomis Sayles Funds II
(the "Trusts"
Hansberger International Series
Gateway Trust
(the “Trusts”)
399 Boylston Street
Boston, MA 02116
CDC Nvest
Natixis Funds Trust I Absolute Asia Dynamic Equity Fund CGM Advisor Targeted Equity Fund Hansberger International Fund Loomis Sayles Core Plus Bond Fund Natixis Income Diversified Portfolio Natixis U.S. Diversified Portfolio Vaughan Nelson Small Cap Value Fund Natixis Funds Trust II ASG Diversifying Strategies Fund ASG Global Alternatives Fund Harris Associates Large Cap Value Fund Vaughan Nelson Value Opportunity Fund Natixis Funds Trust IV AEW Real Estate Fund Natixis Cash Management Trust Money Market Series Hansberger International Series Hansberger All Countries Fund Hansberger Emerging Markets Fund Hansberger International Core Fund Hansberger International Growth Fund Hansberger International Value Fund | Gateway Trust Gateway Fund Loomis Sayles Funds I Loomis Sayles Bond Fund Loomis Sayles Fixed Income Fund Loomis Sayles Global Bond Fund Loomis Sayles High Income Opportunities Fund Loomis Sayles Inflation Protected Securities Fund Loomis Sayles Institutional High Income Fund Loomis Sayles Intermediate Duration Fixed Income Fund Loomis Sayles Investment Grade Fixed Income Fund Loomis Sayles Securitized Asset Fund Loomis Sayles Small Cap Value Fund Loomis Sayles Funds II Loomis Sayles Disciplined Equity Fund Loomis Sayles Global Markets Fund Loomis Sayles Growth Fund Loomis Sayles High Income Fund Loomis Sayles International Bond Fund Loomis Sayles Investment Grade Bond Fund Loomis Sayles Limited Term Government and Agency Fund Loomis Sayles Mid Cap Growth Loomis Sayles Small Cap Growth Fund Loomis Sayles Strategic Income Fund Loomis Sayles Value Fund |
(each a “Fund” and together the “Funds”)
Each Trust I Loomis Sayles Funds I
CDC Nvest Star Advisers Loomis Sayles Benchmark
Fund** Core Bond Fund***
CDC Nvest Star Value Loomis Sayles Bondis governed by a Board of Trustees (the “Trustees”), which is responsible for generally overseeing the conduct of 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")business. 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"“Meeting”). The Meeting has been called to be held at 2:00 p.m. on June 2, 2005May 27, 2010 at the offices of IXISNatixis Asset Management Advisors, L.P. ("IXIS Advisors"(“Natixis Advisors”), 399 Boylston Street, 10th floor, Boston, Massachusetts 02116. The Presidents'Presidents’ Letter to Shareholders, meeting notice, this Proxy Statement and proxy cards are being sent to shareholders of record as of April 6, 20051, 2010 (the "Record Date"“Record Date”) beginning on or about April 6, 2005.
1
The only items of business thatfollowing proposals will be considered and acted upon at the Trustees expectMeeting:
| Proposal | Page | |||
Proposals Relating to Each Trust | ||||
| 1 | To elect four nominees to the Board of Trustees of each Trust | 3 | ||
| Proposals Relating Only to the Funds Comprising the Hansberger International Series (the “HIS Funds”) | ||||
| 2-A | To approve changes to each HIS Fund’s fundamental investment policy relating to investments in real estate; open-end investment companies; interests in oil, gas, or minerals; and commodities | 32 | ||
| 2-B | To approve changes to each HIS Fund’s fundamental investment policy relating to an HIS Fund acting as an underwriter, issuing senior securities, or purchasing on margin | 34 | ||
| 2-C | To approve changes to each HIS Fund’s fundamental investment policy relating to lending money | 35 | ||
| 2-D | To approve changes to each HIS Fund’s fundamental investment policies relating to borrowing money and mortgaging, pledging, or hypothecating an HIS Fund’s assets. | 35 | ||
Each proposal will come beforebe implemented if approved by shareholders or the Meeting are (1) the election of Trustees of eachrelevant Trust or Fund, as applicable, and (2)is not contingent on the approval of an Amended and Restated Declarationany other proposal.
Shareholders 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 beforerecord at the Record Date shareholdersare entitled to notice of the Fund will
not be entitledand 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 for shareholders to elect afour nominees to the Board of Trustees of each Trust. These four nominees are currently serving as Trustees as a result of their previous appointment by the Board. Pursuant to the provisions of each of the Trusts'Trust’s current Declaration of Trust, the Trustees have determined that the number of Trustees shall be fixed at twelve.eleven. It is intended that the persons named as proxies will vote in favor of the election of all of the twelvefour nominees listed below, unless such authority has been withheld. Should the nominees be elected, each nominee'snominee’s term of office will be until his or her successor is elected and qualified.qualified, or until he sooner dies, retires, is removed or becomes disqualified. If a nominee should be unavailable for election at the time of the meetingMeeting (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 twelveeleven or to leave a vacancy in the Board. The required vote is discussed below in "Other Information--Required Vote".
“Other Information—Required Vote.”
All nomineesof the persons 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 “Information About the Trustees” table below). None, including the four nominees who are the subject of this proposal. Messrs. Graham T. Allison, Jr., Edward A. Benjamin, Robert J. Blanding, Daniel M. Cain and John T. Hailer, and Mses. Sandra O. Moose and Cynthia L. Walker were elected as Trustees by shareholders of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II at a Special Meeting held on June 2, 2005, by shareholders of Hansberger International Series at a Special Meeting held on September 12, 2007 and by the nominees are related to each other.Sole Shareholder of Gateway Trust on October 12, 2007. Those nomineesTrustees listed under "Nominees for Interested Trustee"“Interested Trustees” are "interested“interested persons,"” as defined in the Investment Company Act of 1940 (the “1940 Act”), of the Trusts by virtue of their affiliation with the Trusts, IXISNatixis Asset Management Advisors, L.P. ("IXIS Advisors"(“Natixis Advisors”), Loomis, Sayles & Company, L.P. ("(“Loomis Sayles"Sayles”) or the Trusts'Trusts’ principal underwriters, IXISNatixis Asset Management Distributors, L.P and Loomis Sayles Distributors, L.P. The Investment CompanyTrustees who are candidates for election who have not previously been elected by shareholders, but who currently serve on the Board of Trustees by previous appointment, are Messrs. Kenneth A. Drucker, Wendell J. Knox, Erik R. Sirri and Peter J. Smail (the “Nominees”).
Section 16 of the 1940 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 trusteesTrustees holding office immediately after the appointment were elected by the shareholders of the Trust. ForBecause each of 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,Nominees was
appointed by the Trustees have determinedrather than elected by shareholders, the operation of this provision could potentially restrict the ability of the Trustees to submitappoint new Trustees in the election of trustees tofuture unless the shareholders at this time to avoid a solicitation at a future date when the
election of trustees may become necessary.
Nominees are elected by shareholders.
Each Fund is a series of one of the Trusts. CDC NvestNatixis Funds Trust I consists of seven separate series, CDC Nvestseries. Natixis Funds Trust II consists of two separate
series and CDC Nvestfour series. Natixis Funds Trust III consists of three separate series. CDC
NvestIV, Natixis Cash Management Trust and CDC Nvest CompaniesGateway Trust I each consist of one series. CDC NvestNatixis Funds Trust I, CDC NvestNatixis Funds Trust II, CDC NvestNatixis Funds Trust III, CDC NvestIV, Natixis Cash Management Trust and CDC Nvest CompaniesGateway Trust I are sometimes referred to as the "CDC Nvest“Natixis Funds Trusts."” Loomis Sayles Funds I consists of twelveten separate series and Loomis Sayles Funds II consists of twelveeleven separate series. Loomis Sayles Funds I and Loomis Sayles Funds II are sometimes referred to as the "Loomis“Loomis Sayles Funds Trusts."
3
Information About the Nominees.
Set forth belowTrustees.
The Board believes that the Nominees are qualified to continue to serve on the namesBoard of Trustees of the Nominees together with certainTrusts and that it is appropriate to nominate them for election by shareholders for the following reasons:
Kenneth A. Drucker—experience as lead independent trustee and chairman of the Audit Committee of Gateway Fund for 25 years, independent director of M Fund (mutual funds), independent director and chairman of the Audit Committee of Formica Corporation, as well as his extensive executive experience, including as vice president and treasurer of Sequa Corporation (NYSE) and experience at a public accounting firm. Mr. Drucker is a Certified Public Accountant and a member of the American Institute of CPAs and the Connecticut Society of CPAs.
Wendell J. Knox—experience on the board of directors of four other business organizations, as well as his executive experience, including roles as president and chief executive officer of a consulting company.
Erik R. Sirri—experience as Director of the Division of Trading and Markets at the U.S. Securities and Exchange Commission, as well as his academic experience as a professor of finance at Babson College and his training as an economist. The Board also considered the fact that Mr. Sirri has also served as a consultant for securities firms, stock exchanges, mutual fund companies, issuers and information vendors on a variety of regulatory and business matters.
Peter J. Smail—over 20 years experience in the mutual fund industry and his executive experience, including roles as president of Fidelity Investment’s defined contribution business, as well as president and chief executive officer of Pyramis Global Advisors at Fidelity Investments.
The following table provides information about them. Exceptthe Trustees, including information about their principal occupations during the past five years, information about other directorships held at public companies or investment companies, and a summary of the experience, qualifications, attributes or skills that led to the conclusion that the Trustee should serve as noted,such. For the businesspurposes of this table and this Proxy Statement, the term “Independent Trustee” means those Trustees who are not “interested persons,” as defined in the 1940 Act, of the relevant Trust, and the term “Interested Trustee” means those Trustees who are “interested persons” of the relevant Trust. In certain circumstances, Trustees are also required to have no direct or indirect financial interest in the approval of a matter being voted on in order to be considered “independent” for the purposes of the requisite approval. Unless otherwise indicated, the address of each Nomineeall persons below is 399 Boylston Street, Boston, MA 02116.
| Name Year of Birth | Position(s) with the Trusts, Length of Time Served and Term of Office* | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years | Experience, Qualifications, Attributes, Skills for Board Membership | ||||
INDEPENDENT TRUSTEES | ||||||||
| Graham T. Allison, Jr. (1940) | Trustee From 1984 to 1993 for Natixis Funds Trust I (including its predecessors) and Natixis Cash Management Trust and for a short period in 1993 for Natixis Funds Trust II; since 1995 for Natixis Funds Trust I, Natixis Funds Trust II, and Natixis Cash Management Trust; since 2000 for Natixis Funds Trust IV; since 2003 for Loomis Sayles Funds I and Loomis Sayles Funds II; and since 2007 for Gateway Trust and Hansberger International Series Contract Review and Governance Committee Member | Douglas Dillon | 40 Director, Taubman Centers, Inc. (real estate investment trust) | Significant experience on Board of Trustees of the Trusts and/or other business organizations; government experience (including as Assistant Secretary of Defense under President Clinton); academic experience | ||||
| Name and Year of Birth | Position(s) Held with the Trusts, Length of Time Served and Term of Office* | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years | Experience, Qualifications, Attributes, Skills for Board Membership | ||||
Edward A. Benjamin (1938) | Trustee Since Chairman of the Contract Review and Governance Committee | Retired | 40 Formerly, Director, Precision Optics Corporation (optics manufacturer) | Significant experience on Board of Trustees of the Trusts and/or other business organizations; significant experience providing legal counsel to boards, funds, advisers and other financial institutions (former partner at Ropes & Gray LLP) | ||||
Daniel M. Cain (1945) | Trustee Since Chairman of the Audit Committee | Chairman (formerly, President and | 40 Director, Sheridan Healthcare Inc. (physician practice management) | Significant experience on Board of | ||||
| Name and Year of Birth | Position(s) Held with the Trusts, Length of Time Served and Term of Office* | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years | Experience, Qualifications, Attributes, Skills for Board Membership | ||||
Kenneth A. Drucker (1945)1 | Trustee Since 2008 for Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series Audit Committee | Formerly, Vice President and Treasurer, Sequa Corp. (aerospace, automotive and metal manufacturing) | 40 Formerly, Director, | Significant experience on Board of | ||||
Wendell J. Knox (1948)2 | Trustee Since 2009 for Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series Contract Review | Director | ||||||
40 Director, Eastern Bank (commercial bank); Director, The Hanover Insurance Group (property and casualty insurance) | Significant experience on Board of Trustees |
| Name and Year of Birth | Position(s) Held with the Trusts, Length of Time Served and Term of Office* | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years | Experience, Qualifications, Attributes, Skills for Membership | ||||
Sandra O. Moose (1942) | Chairperson of the Board of Trustees since November 2005 Since 1982 for Natixis Funds Trust I (including its predecessors) and Natixis Cash Management Trust; since 1993 for Natixis Funds Trust II; since 2000 for Natixis Funds Trust IV; since 2003 for Loomis Sayles Funds I and Loomis Sayles Funds II; and since 2007 for Gateway Trust and Hansberger International Series Ex officio member of the Audit Committee and Contract Review and Governance Committee | President, Strategic Advisory Services (management consulting); formerly, Senior Vice President and Director, The Boston Consulting Group, Inc. (management consulting) | 40 Director, Verizon Communications; Director, AES Corporation (international power company); Formerly, Director, Rohm and Haas Company (specialty chemicals) | Significant experience on Board of Trustees of the Trusts and/or other business organizations; executive experience at a management consulting company | ||||
Erik R. Sirri (1958)3 | Trustee Since 2009 for Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series Contract Review and Governance Committee Member | Professor of Finance at Babson College; formerly, Director of the Division of Trading and Markets at the Securities and Exchange Commission | 40 None | Experience as Director of the Division of Trading and Markets at the Securities and Exchange Commission; academic experience and training as an economist | ||||
| Name and Year of Birth | Position(s) Held with the Trusts, Length of Time Served and Term of Office* | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years | Experience, Qualifications, Attributes, Skills for Board Membership | ||||
Peter J. Smail (1952)3 | Trustee Since 2009 for Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series Contract Review and Governance Committee Member | Retired; formerly, President and Chief | 40 None | Mutual fund industry and executive experience, including roles as president and chief executive officer for an investment adviser | ||||
Cynthia L. Walker (1956) | Trustee Since 2005 for Audit Committee Member | Deputy Dean for Finance | ||||||
40 None | Significant experience on Board of |
| Name Year of Birth | Position(s) with the Trusts, Length of Time Served and Term of Office* | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen** and Other Directorships Held During Past 5 Years | Experience, Qualifications, Attributes, Skills for Board Membership | ||||
INTERESTED TRUSTEES | ||||||||
Robert J. (1947) 555 California Street San Francisco, CA 94104 | Trustee Since 2003 for Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust; since 2002 for Loomis Sayles Funds I and Loomis Sayles Funds II; since 2007 for Gateway Trust and Hansberger International Series, President and Chief Executive Officer of Loomis | President, Chairman, Director and Chief Executive Officer, Loomis, Sayles & Company, L.P. | 40 None | Significant experience on Board of Trustees of the Trusts; continuing service as president, chairman, and chief executive officer of Loomis, Sayles & Company, L.P. | ||||
John T. (1960) | Trustee Since | President and Chief | 40 None | Significant experience on Board of Trustees of the Trusts; continuing experience as Chief Executive Officer of Natixis Global Asset Management, | ||||
| * | Each Trustee serves until retirement, resignation or removal from the Board of |
| of the Board is appointed for a two-year term. Ms. Moose was appointed to serve an additional two-year term as the Chairperson of the Board of Trustees on November 20, 2009. |
| ** | The Trustees of the Trusts serve as Trustees of a fund complex that includes all series of the Natixis Funds |
| 1 | Mr. Drucker was appointed as a Trustee effective July 1, 2008. |
| 2 | Mr. Knox was appointed as a Trustee effective July 1, 2009. |
| 3 | Mr. Sirri and Mr. Smail were appointed as Trustees effective December 1, 2009 |
| 4 | Mr. Blanding is deemed an “interested person” of the Trusts because he holds the following positions with an affiliated person of the Trusts: President, Chairman, Director and Chief Executive |
| 5 | Mr. Hailer is deemed an “interested person” of the Trusts because he holds the following positions with an affiliated person of the Trusts: President and Chief Executive Officer-U.S. and Asia, Natixis Global Asset Management, L.P. |
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 willmay 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 hashave been elected by the shareholders, the Trustees then in office will promptly call a shareholders'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 interestedInterested and eightnine Independent Trustees. The total number of meetings of the boardBoard of trusteesTrustees for each Trust'sTrust’s last fiscal year is listed in the following table. For each Trust, all the current Trustees attended at least 75% of the boardBoard and relevant committee meetings held during each Trust'sTrust’s last fiscal year.
Trust | Fiscal Year Ended | Number of Meetings | ||
Natixis Funds Trust I* Natixis Funds Trust II | December 31, | 6 | ||
Natixis Funds Trust | January 31, 2010 | 6 | ||
Natixis Cash Management Trust | June 30, 2009 | 6 | ||
Gateway Trust | December 31, 2009 | 6 | ||
Loomis Sayles Funds Loomis Sayles Funds II | September 30, 2009 | 6 | ||
Hansberger International Series | December 31, 2009 | 6 | ||
* Loomis Sayles Core Plus Bond Fund, a series of Natixis Funds Trust | ||||
Information About 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 | ||||||
| Name and Year of Birth | Position(s) Held With the Trusts | Term of Length of Time Served | Principal During Past 5 | |||
Coleen Downs Dinneen (1960) | Secretary, Clerk and Chief Legal Officer | Since September 2004 | Executive Vice President, General | |||
David L. Giunta (1965) | President and Chief Executive Officer of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management | |||||
| Since | President | |||||
Daniel J. Fuss (1933) One Financial Center Boston, MA 02111 | Executive Vice President of Loomis Sayles Funds I and Loomis Sayles Funds II | Since June 2003 | Vice Chairman and Director, Loomis, Sayles & Company, L.P. | |||
| Name and Year of Birth | Position(s) Held With the Trusts | Term of Office* and Length of Time Served | Principal During Past 5 | |||
Ronald Holt (1968) | Executive Vice President of Hansberger International Series | Since September 2007 | President and Chief Executive Officer, Co-Chief Investment Officer-Value Team and, formerly, Managing Director of Research, Hansberger Global Investors, Inc. | |||
Russell L. Kane (1969) | Chief Compliance Officer, Assistant Secretary and Anti-Money Laundering Officer | Chief Compliance Officer, since May 2006; Assistant Secretary since June 2004; and Anti-Money Laundering Officer since April 2007 | Chief Compliance Officer for Mutual Funds, Senior Vice President, Deputy General Counsel, Assistant Secretary and Assistant Clerk, Natixis Distribution Corporation, Natixis Asset Management | |||
| Michael C. Kardok(1959) | Treasurer, Principal Financial and Accounting Officer | Since October 2004 | Senior Vice President, | |||
| * | Each officer of the Trusts serves for an indefinite term in accordance with the Trusts’ 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 Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series. Mr. Fuss is not an officer of the Natixis Funds Trusts or the Hansberger International Series. Mr. Holt is not an officer of the Natixis Funds Trusts or the Loomis Sayles Funds Trusts. Previous positions during the past five years with the Distributor, Natixis Advisors or Loomis Sayles are omitted if not materially different from a Trustee’s or officer’s current position with such entity. |
Leadership and Structure of the Trust serves for an indefinite term in accordance with
its current By-laws untilBoard.
The Board of Trustees is led by 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 officerChairperson of the CDC Nvest Funds Trusts. Previous positions during the past five years
with the Distributor, IXIS Advisors or Loomis SaylesBoard, who is an Independent Trustee. The Board of Trustees currently consists of eleven Trustees, nine of whom are omitted, if not
materially different from a trustee's or officer's current position with
such entity.
8
Standing Board CommitteesIndependent Trustees. The TrustsTrustees have delegated certainsignificant oversight authority to the two standing committees of the Trusts,each Trust, the Audit Committee and the Contract Review and Governance Committee.
Committee, both of which consist solely of Independent Trustees. These committees meet separately and at
times jointly, with the joint meetings intended to educate and involve all Independent Trustees in significant committee-level topics. As well as handling matters directly, the committees raise matters to the Board of Trustees for consideration. In addition to the oversight performed by the committees and the Board of Trustees, the Chairperson of the Board and the chairpersons of each committee interact frequently with management regarding topics to be considered at Board and committee meetings as well as items arising between meetings. At least once a year the Board of Trustees reviews its governance structure. The Board of Trustees believes its leadership structure is appropriate and effective in that it allows for oversight at the committee or Board level, as the case may be, while facilitating communications among the Trustees and between the Board and Fund management.
Standing Board Committees.
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
adviserFund advisers and the Trusts,each Trust, and governance matters relating to the trusts.Trusts. The Contract Review and Governance Committee also makes nominations for independent trusteeIndependent Trustee membership on theeach 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.
Funds.
The total number of meetings of the Contract Review and Governance Committee for each Trust'sTrust’s last fiscal year is listed in the following table:
Trust | Fiscal Year Ended | Number of Meetings | ||
Natixis Funds Trust I* Natixis Funds Trust II Gateway Trust Hansberger International Series | December 31, | 5 | ||
Natixis Funds Trust | January 31, 2010 | 5 | ||
Natixis Cash Management Trust | June 30, 2009 | 5 | ||
Loomis Sayles Funds Loomis Sayles Funds II | September 30, 2009 | 5 | ||
* Loomis Sayles Core Plus Bond Fund, a series of Natixis Funds Trust | ||||
The Audit Committee of the Trusts consists solely of Independent Trustees and considers matters relating to the scope and results of the Trusts'Trusts’ audits and serves as a forum in which the independent auditorsregistered public accounting firm can raise any issues or problems identified in thean audit with the Board of Trustees. This
Committee also reviews and monitors compliance with stated investment objectives and policies, SEC and TreasurySecurities and Exchange Commission (“SEC”) regulations as well as operational issues relating to the transfer agent, administrator, sub-administrator and custodian. In addition, the Audit Committee implements procedures for receipt, retention and treatment of complaints received by the Fund regarding its accounting and internal accounting controls and the confidential, anonymous submission by officers of the Fund or employees of certain service providers of concerns related to such matters.
The total number of meetings of the Audit Committee for each Trust'sTrust’s last fiscal year is listed in the following table:
Trust | Fiscal Year Ended | Number of Meetings | ||
Natixis Funds Trust I* Natixis Funds Trust II Gateway Trust Hansberger International Series | December 31, | 4 | ||
Natixis Funds Trust | January 31, 2010 | 4 | ||
Natixis Cash Management Trust | June 30, 2009 | 4 | ||
Loomis Sayles Funds | September 30, | 4 | ||
Loomis Sayles Funds II | ||||
* Loomis Sayles Core Plus Bond Fund, a series of Natixis Funds Trust | ||||
The current membership of each committee is as follows:
Audit Committee
Audit Committee | Contract Review and Governance Committee | |
| Daniel M. Cain – Chairman | Edward A. Benjamin – Chairman | |
| Kenneth A. Drucker | Graham T. Allison, Jr. | |
| Cynthia L. Walker | Wendell J. Knox | |
| Erik R. Sirri | ||
| Peter J. Smail |
As chairperson of the Board of Trustees, Ms. Moose is anex officio member of both Committees.
Board’s Role in Risk Oversight of the Funds
The Board’s role is one of oversight of the practices 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 Trusteesprocesses of the Funds and their service providers, rather than active management of the Trusts, including in matters relating to risk management. The Board seeks to understand the key risks facing the Funds, including those involving conflicts of interest; how
Fund management identifies and monitors these risks on an ongoing basis; how Fund management develops and implements controls to mitigate these risks; and how Fund management tests the effectiveness of those controls.
Periodically, Fund officers provide the full Board with an overview of the enterprise risk assessment program in place at Natixis Advisors and Natixis Distributors, L.P., which serve as the administrator of and principal underwriter to the Funds, respectively. Fund officers on a quarterly and annual basis also provide the Board (or one of its standing committees) with written and oral reports on regulatory and compliance matters, operational and service provider matters, organizational developments, product proposals, Fund and internal audit results, and insurance and fidelity bond coverage, along with a discussion of the risks and controls associated with these matters, and periodically make presentations to management on risk issues and industry best practices. Fund service providers, including advisers, subadvisers, transfer agents and the custodian, periodically provide Fund management and/or the Board with information about their risk assessment programs and/or the risks arising out of their activities. The scope and frequency of these reports vary. Fund officers also communicate with the Trustees between meetings regarding material exceptions and other items germane to the Board’s risk oversight function.
Pursuant to Rule 38a-1 under the Investment Company Act of 1940, the Board has not been determined.
Ownershipappointed a Chief Compliance Officer (“CCO”) who is responsible for administering the Funds’ compliance program, including monitoring and enforcing compliance by the Funds and their service providers with the federal securities laws. The CCO has an active role in daily Fund operations and maintains a working relationship with all relevant advisory, compliance, operations and administration personnel for the Funds’ service providers. On at least a quarterly basis, the CCO reports to the Independent Trustees on significant compliance program developments, including material compliance matters, and on an annual basis, the CCO provides the full Board with a written report that summarizes his review and assessment of the adequacy of the compliance programs of the Funds and their service providers. The CCO also periodically communicates with the Audit Committee members between its scheduled meetings.
Fund Shares
Securities Owned by the Trustees.
The following tables set forth the dollar range of shares of each nomineeTrust beneficially owned by each NomineeTrustee in (i) each Fund and (ii) all of the Funds in the CDC Nvest Funds and Loomis Sayles Funds complex,Trusts, as of March 8, 2005.
1, 2010.
Dollar Range of Equity Securities Owned by Each Nominee*
Trustee*
| Name of Fund | Graham T. Allison, Jr. | Edward A. Benjamin** | Daniel M. Cain** | Kenneth A. Drucker | Wendell J. Knox **/*** | |||||
Absolute Asia Dynamic Equity Fund***** | A | A | A | A | A | |||||
AEW Real Estate Fund | A | A | A | A | A | |||||
ASG Diversifying Strategies Fund | A | A |
| A | A | A | ||||||||
ASG Global Alternatives Fund | A | A | A | A | A | |||||
CGM Advisor Targeted Equity Fund | A | E | A | C | C | |||||
Gateway Fund | A | A | A | E | A | |||||
Hansberger All Countries Fund | A | A | A | A | A | |||||
Hansberger Emerging Markets Fund | A | A | A | A | A | |||||
Hansberger International Core Fund | A | A | A | A | A | |||||
Hansberger International Fund | A | A | E | A | C | |||||
Hansberger International Growth Fund | A | A | A | A | A | |||||
Hansberger International Value Fund | A | A | A | A | A | |||||
Harris Associates Large Cap Value 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 Disciplined Equity Fund | A | A | A | A | C | |||||
Loomis Sayles Fixed Income Fund | A | A | A | A | A | |||||
Loomis Sayles Global Bond Fund | A | A | A | A | A | |||||
Loomis Sayles Global Markets Fund | A | E | E | A | A | |||||
Loomis Sayles Growth Fund | A | A | A | A | A |
| Name of Fund | Graham T. Allison, Jr.** | Edward A. Benjamin** | Daniel M. Cain** | Kenneth A. Drucker | Wendell J. Knox **/*** | |||||
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 | D | |||||
Loomis Sayles Intermediate Duration Fixed Income Fund | A | A | A | A | A | |||||
Loomis Sayles International Bond Fund | A | A | A | A | A | |||||
Loomis Sayles Investment Grade Fixed Income 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 | E | A | A | A | A | |||||
Loomis Sayles | A | A | A | C | A | |||||
Loomis Sayles | A | A | A | A | A | |||||
Loomis Sayles Small Cap Growth Fund | A | A | A | A | A | |||||
Loomis Sayles Small Cap Value Fund | A | E | A | A | C | |||||
Loomis Sayles Strategic Income Fund | A | E | A | A | A | |||||
Loomis Sayles Value Fund | A | A | A | A | A | |||||
Natixis Cash Management Trust—Money Market Series | A | A |
| A | A | A | ||||||||
Natixis Income Diversified Portfolio | A | A | A | A | A | |||||
Natixis U.S. Diversified Portfolio | A | A | A | A | A | |||||
Vaughan Nelson Small Cap Value Fund | A | A | E | A | A | |||||
Vaughan Nelson Value Opportunity Fund | A | A | A | A | A | |||||
Aggregate Dollar Range of Equity Securities in All Funds Overseen by | E | E | E | E | E |
Dollar Range of Equity Securities Owned by Each Nominee*Trustee* (continued)
| Name of Fund | Sandy O. Moose** | Erik R. Sirri | Peter J. Smail | Cynthia L. Walker | ||||
Absolute Asia Dynamic Equity Fund***** | A | A | A | A | ||||
AEW Real Estate Fund | A | A | A | A | ||||
ASG Diversifying Strategies Fund | A | A | A | A | ||||
ASG Global Alternatives Fund | A | A | A | A | ||||
CGM Advisor Targeted Equity Fund | A | A | A | A | ||||
Gateway Fund | A | A | A | A | ||||
Hansberger All Countries Fund | A | A | A | A | ||||
Hansberger Emerging Markets Fund | A | A | A | A | ||||
Hansberger International Core Fund | A | A | A | A | ||||
Hansberger International Fund | A | A | A | D | ||||
Hansberger International Growth Fund | A | A | A | A | ||||
Hansberger International Value Fund | A | A | A | A | ||||
Harris Associates Large Cap Value Fund | A | A | A | A | ||||
Loomis Sayles Bond Fund | E | A | A | A | ||||
Loomis Sayles Core Plus Bond Fund | A | A | A | A | ||||
Loomis Sayles Disciplined Equity Fund | A | A | A | A | ||||
Loomis Sayles Fixed Income Fund | A | B | A | A | ||||
Loomis Sayles Global Bond Fund | A | A | A | A | ||||
Loomis Sayles Global Markets Fund | A | A | A | A | ||||
Loomis Sayles Growth Fund | A | A | A | D | ||||
Loomis Sayles High Income Fund | A | A | A | A | ||||
Loomis Sayles High Income Opportunities Fund | A | A | A | A | ||||
Loomis Sayles Inflation Protected Securities Fund | A | A | A | A | ||||
Loomis Sayles Institutional High Income Fund | A | A | A | A | ||||
Loomis Sayles Intermediate Duration Fixed Income Fund | A | A | A | A | ||||
Loomis Sayles International Bond Fund | A | A | A | A | ||||
Loomis Sayles Investment Grade Fixed Income Fund | A | B | A | A |
Loomis Sayles Investment Grade Bond Fund | A | A | A | A | ||||
Loomis Sayles Limited Term Government and Agency Fund | A | A | A | A | ||||
Loomis Sayles | A | A | A | A | ||||
Loomis Sayles | A | A | A | A | ||||
Loomis Sayles Small Cap Growth Fund | A | A | A | A |
| Name of Fund | Sandy O. Moose** | Erik R. Sirri | Peter J. Smail | Cynthia L. Walker | ||||
Loomis Sayles Small Cap Value Fund | A | A | A | A | ||||
Loomis Sayles Strategic Income Fund | A | A | A | E | ||||
Loomis Sayles Value Fund | A | A | A | D | ||||
Natixis Cash Management Trust—Money Market Series | A | A | A | A | ||||
Natixis Income Diversified Portfolio | A | A | A | A | ||||
Natixis U.S. Diversified Portfolio | A | A | A | A | ||||
Vaughan Nelson Small Cap Value Fund | A | A | A | A | ||||
Vaughan Nelson Value Opportunity Fund | A | A | A | A | ||||
Aggregate Dollar Range of Equity Securities in All Funds Overseen by | E | B | A | E |
Dollar Range of Equity Securities Owned by Each Nominee*Trustee* (continued)
| Name of Fund | Robert J. Blanding1 | John T. Hailer1 | ||
Absolute Asia Dynamic Equity Fund** | A | A | ||
AEW Real Estate Fund | A | A | ||
ASG Diversifying Strategies Fund | A | A | ||
ASG Global Alternatives Fund | A | A | ||
CGM Advisor Targeted Equity Fund | A | D | ||
Gateway Fund | A | B | ||
Hansberger All Countries Fund | A | A | ||
Hansberger Emerging Markets Fund | A | A | ||
Hansberger International Core Fund | A | A | ||
Hansberger International Fund | A | A | ||
Hansberger International Growth Fund | A | A | ||
Hansberger International Value Fund | A | A | ||
Harris Associates Large Cap Value Fund | A |
| E | ||||
Loomis Sayles Bond Fund | E | A | ||
Loomis Sayles Core Plus Bond Fund | A | A | ||
Loomis Sayles Disciplined Equity Fund | A | A | ||
Loomis Sayles Fixed Income Fund | A | A | ||
Loomis Sayles Global Bond Fund | A | A | ||
Loomis Sayles Global Markets Fund | A | A | ||
Loomis Sayles Growth Fund | E | A | ||
Loomis Sayles High Income Fund | A | A |
| Name of Fund | Robert J. Blanding1 | John T. Hailer1 | ||
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 International Bond Fund | A | A | ||
Loomis Sayles Investment Grade Fixed Income Fund | A | A | ||
Loomis Sayles Investment Grade Bond Fund | A | A | ||
Loomis Sayles Limited Term Government and Agency Fund | A | A | ||
Loomis Sayles | E | A | ||
Loomis Sayles | A | A | ||
Loomis Sayles Small Cap Growth Fund | E | D | ||
Loomis Sayles Small Cap Value Fund | E | E | ||
Loomis Sayles Strategic Income Fund | E | D | ||
Loomis Sayles Value Fund | E | A | ||
Natixis Cash Management Trust—Money Market Series | A | A | ||
Natixis Income Diversified Portfolio | A | A | ||
Natixis U.S. Diversified Portfolio | A | A | ||
Vaughan Nelson Small Cap Value Fund | A | A | ||
Vaughan Nelson Value Opportunity Fund | A | A | ||
Aggregate Dollar Range of Equity Securities in All Funds Overseen by | E | E |
| * | A. None |
| B. $1—10,000 |
| C. $10,001—$50,000 |
| D. $50,001—$100,000 |
| E. over $100,000 |
** Amounts include notional amounts held through the Trustees’ deferred compensation plan.
*** Mr. Knox was appointed as a Trustee effective July 1, - $10,000
C.$10,001 - $50,000
D.$50,001 - $100,000
E.over $100,000
** Messrs. Hailer2009.
**** Mr. Sirri and Blanding are Interested Trustees.
14
Trustee Compensation
Mr. Smail were appointed as Trustees effective December 1, 2009.
***** Absolute Asia Dynamic Equity Fund commenced operations on February 26, 2010.
| 1 | Messrs. Hailer and Blanding are Interested Trustees. |
The Trusts pay no compensation to their officers or to their Trustees who are Interested Trustees.
The Chairperson of the Board receives a retainer fee at the annual rate of $250,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the
annual rate of $50,000 and$80,000. Each Independent Trustee also receives a meeting attendance feesfee of $10,000 for each meeting of the Board of Trustees that he or she attends in person and $5,000 for each meeting of the Board of Trustees that he or she attends. The Co-Chairmen of the Boardattends telephonically. In addition, 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.$15,000. Each Contract Review and Governance Committee member is compensated $3,750 per$6,000 for each Committee meeting that he or she attends.attends in person and $3,000 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $7,500 for each Committee meeting that he or she attends in person and $3,750 for each meeting he or she attends telephonically. Each member of thead hocCommittee on Alternative Investments (Messrs. Benjamin, Cain and Drucker) received a one-time fee of $10,000. Thead hocCommittee on Alternative Investments is not a standing committee. These fees are allocated among the mutual fund portfoliosfunds in the Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series 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 andfund.
The Natixis Funds Trusts, Loomis Sayles each
Trustee receives a retainer fee at the annual rate of $2,000Funds Trusts 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 TrustsHansberger International Series do not provide retirementpension or pensionretirement benefits to the Trustees.
The following table sets forth information describing theTrustees, but have adopted a deferred compensation ofplan under which each Trustee and committee membermay elect not to receive fees from the Funds on a current basis but to receive in a subsequent period an amount equal to the value that such fees would have been if they had been invested in a Fund or Funds selected by the Trustee on the normal payment date for his or her services forsuch fees.
During the fiscal year ended December 31, 2004. The Funds have not adopted any pension or retirement plan2009, the Trustees of the Trusts received the amounts set forth in the following table for serving as Trustees of 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.
Trusts.
Compensation Table
Total Aggregate Compensation from each Trust*
Trust
| Natixis Funds Trust I* | Natixis Funds Trust II* | Natixis Trust | Natixis ment Trust* | Gateway Trust* | Loomis Sayles Funds I* | Loomis Sayles Funds II* | Hansberger tional Series* | Total sation | ||||||||||
Graham T. Allison, Jr. | $11,431 | $5,908 | $1,543 | $1,761 | $ 7,313 | $39,702 | $40,286 | $6,626 | $115,000 | |||||||||
Edward A. Benjamin | $14,581 | $7,672 | $1,997 | $2,252 | $ 8,960 | $49,799 | $50,751 | $8,530 | $145,000 | |||||||||
Daniel M. Cain | $13,817 | $7,736 | $1,924 | $2,190 | $ 9,166 | $50,265 | $51,103 | $8,325 | $145,000 | |||||||||
Kenneth A. Drucker | $12,512 | $7,015 | $1,743 | $1,981 | $ 8,275 | $45,490 | $46,264 | $7,539 | $131,250 | |||||||||
Wendell J. Knox*** | $ 6,129 | $3,598 | $ 860 | $ 936 | $ 3,755 | $22,696 | $23,362 | $3,664 | $ 65,000 | |||||||||
Sandra O. Moose | $ 8,298 | $ 795 | $ 396 | $1,095 | $19,308 | $84,669 | $82,166 | $3,232 | $200,000 | |||||||||
Erik R. Sirri**** | $ 464 | $ 233 | $ 61 | $ 69 | $ 342 | $ 2,013 | $ 2,074 | $ 265 | $ 5,521 | |||||||||
Peter J. Smail**** | $ 464 | $ 233 | $ 61 | $ 69 | $ 342 | $ 2,013 | $ 2,074 | $ 265 | $ 5,521 | |||||||||
Cynthia L. Walker | $11,980 | $6,291 | $1,624 | $1,852 | $ 7,889 | $43,276 | $43,978 | $7,040 | $124,375 | |||||||||
Robert J. Blanding | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
John T. Hailer | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| * | Amounts include payments deferred by the trustees for the fiscal year ended December 31, 2009. The total amount of deferred compensation accrued for Natixis Funds Trust I as of December 31, 2009 for the Trustees is as follows: Allison ($550,321), Benjamin ($218,753), Cain ($273,740), Knox ($19,174), Sirri ($1,521) and Walker ($132,158). The total amount of deferred compensation accrued for Natixis Funds Trust II as of December 31, 2009 for the Trustees is as follows: Allison ($129,311), Benjamin ($51,401), Cain ($64,321), Knox ($4,505), Sirri ($357) and Walker ($31,054). The total amount of deferred compensation accrued for Natixis Funds Trust IV as of December 31, 2009 for the Trustees is as follows: Allison ($22,500), Benjamin ($8,944), Cain ($11,192), Knox ($784), Sirri ($62) and Walker ($5,403). The total amount of deferred compensation accrued for Natixis Cash Management Trust as of December 31, 2009 for the Trustees is as follows: Allison ($90,466), Benjamin ($35,960), Cain ($44,999), Knox ($3,152), Sirri ($250) and Walker ($21,725). The total amount of deferred compensation accrued for Gateway Trust as of December 31, 2009 for the Trustees is as follows: Allison ($37,013), Benjamin ($14,713), Cain ($18,411), Knox ($1,290), Sirri ($102) and Walker ($8,889). The total amount of deferred compensation accrued for Loomis Sayles Funds I as of December 31, 2009 for the Trustees is as follows: Allison ($506,289), Benjamin ($201,250), Cain ($251,838), Knox ($17,640), Sirri ($1,399) and Walker ($121,584). The total amount of deferred compensation accrued for Loomis Sayles Funds II as of December 31, 2009 for the Trustees is as follows: Allison ($591,004), Benjamin ($234,924), Cain ($293,976), Knox ($20,591), Sirri ($1,633) and Walker ($141,928). The total amount of deferred compensation accrued for Hansberger International Series as of December 31, 2009 for the Trustees is as follows: Allison ($41,986), Benjamin ($16,689), Cain ($20,884), Knox ($1,463), Sirri ($116) and Walker ($10,083). |
| ** | Total |
| Fund, |
| ** | Mr. Knox was appointed as a Trustee effective July 1, 2009. |
| ** | Mr. Sirri and Mr. Smail were appointed as Trustees effective December 1, 2009. |
Independent Registered Public Accounting Firm
At the regular meeting of the Boards of Trustees on August 20, 2004,June 4, 2009, PricewaterhouseCoopers LLP ("PwC"(“PwC”) was selected and approved by the Board of Trustees of CDC NvestNatixis Cash Management Trust to serve as the independent registered public accounting firm for CDC NvestNatixis Cash Management Trust--MoneyTrust—Money Market Series for the fiscal year ending June 30, 2005.2010. At the regular meeting of the Boards of Trustees on November 19, 2004,2009, PwC was selected and approved by the Boards of Trustees of CDC NvestNatixis 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, 2005.2010. At the regular meeting of the Boards of Trustees on March 11, 2005,12, 2010, PwC was selected and approved by the Boards of Trustees of CDC NvestNatixis Funds Trust I and
CDC Nvest Funds Trust II (except with respect to the series mentioned above)
and CDC Nvest, Natixis Funds Trust IIIII, Gateway Trust and Hansberger International Series to serve as the independent public registered public accounting firm for such Funds for the fiscal year ending December 31, 20052010 and by the Board of Trustees of CDC Nvest CompaniesNatixis Funds Trust IIV for AEW Real Estate Fund for the fiscal year ending January 31, 2006.2011. 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 Fees1 | Audit-Related Fees2 | Tax Fees3 | All Other Fees4 | ||||
Natixis Funds Trust I* | ||||||||
September 30, 2009 | $ 40,127 | $ 58 | $ 6,566 | $ — | ||||
September 30, 2008 | $ 40,113 | $ 831 | $12,260 | $ — | ||||
Natixis Funds Trust I* | ||||||||
December 31, 2009 | $192,280 | $ 587 | $43,068 | $ — | ||||
December 31, 2008 | $200,126 | $1,396 | $63,696 | $ — | ||||
Natixis Funds Trust II | ||||||||
December 31, 2009 | $141,600 | $1,052 | $34,654 | $ — | ||||
December 31, 2008 | $145,308 | $ 191 | $31,366 | $2,500 |
Natixis Funds Trust IV January 31, 2010 January 31, 2009 Natixis Cash Management Trust June 30, 2009 June 30, 2008 Gateway Trust December 31, 2009 December 31, 2008 Hansberger International Series December 31, 2009 December 31, 2008 Loomis Sayles Funds I September 30, 2009 September 30, 2008 Loomis Sayles Funds II September 30, 2009 September 30, 2008Trust and Fiscal Year Ended Audit Fees1 Audit-Related
Fees2 Tax Fees3 All Other
Fees4 $ 43,990 $ 31 $ 14,360 $ — $ 44,375 $ 132 $ 16,981 $ — $ 30,162 $ 303 $ 2,700 $ — $ 30,073 $ 297 $ 5,868 $ — $ 56,000 $ 2,718 $ 16,112 $ — $ 56,000 $ — $ 8,000 $ — $168,000 $ 242 $ 29,559 $ — $173,231 $ 404 $ 39,944 $ — $352,882 $ 4,741 $ 96,509 $ — $352,741 $17,960 $112,821 $ — $418,399 $ 4,266 $105,143 $25,795 $419,167 $29,851 $131,205 $29,562
| 1 | Audit Fees: Fees related to the audit and |
| 2 | Audit-Related Fees: Fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations for proposed transactions or concerning financial accounting and reporting standards and other audit or attest services not required by statute or regulation. |
| 3 | Tax Fees: Fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews. |
| 4 | All Other Fees |
| * | One series of Natixis Funds Trust I, |
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'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.(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.(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 services, the entireapproval of a majority of the Audit Committee is authorizedrequired 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“Audit-Related Fees," "Tax Fees"” “Tax Fees” and "All“All Other Fees"Fees” set forth in the table above that were waivedapproved 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)subadvisers), 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 | |
Natixis Funds Trust I | ||
September 30, 2009 | $ 25,124 | |
September 30, 2008 | $ 25,091 | |
Natixis Funds Trust I* | ||
December 31, | $368,846 | |
December 31, | $290,115 | |
Natixis Funds Trust II | ||
December 31, | $ 98,116 | |
December 31, | $158,134 | |
Natixis Funds Trust | ||
January 31, | $ 93,891 | |
January 31, | $ 29,113 | |
Natixis Cash Management Trust | ||
June 30, | $ 15,003 | |
June 30, | $ 6,165 | |
Gateway Trust | ||
December 31, 2009 | $ 30,830 | |
December 31, 2008 | $ 20,000 | |
Hansberger International Series | ||
December 31, 2009 | $237,082 | |
December 31, 2008 | $153,294 | |
Loomis Sayles Funds I | ||
September 30, | $119,750 | |
September 30, | $142,781 | |
Loomis Sayles Funds II | ||
September 30, | $153,704 | |
September 30, | $202,618 |
| * | One series of Natixis Funds Trust I, Loomis Sayles Core Plus Bond Fund, has a fiscal year end of September 30, which is different from the other Funds in the Trust. |
In approving the selection of PwC, the Audit Committee considered, in addition to other practices and requirements relating to the selection of the Fund'sFund’s auditors, whether PwC'sPwC’s provision of the non-audit services covered in the table above under "Non-Audit Fees" for“Non-Audit Fees” to the Funds, the investment advisers and for certain related other parties are compatible with maintaining the independence of PwC as the Funds'Funds’ principal accountants.
Nomination Andand Election Of Directorsof Trustees 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
Company1940 Act, of 1940, (i) each Trust will hold a shareholders'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
"Standing“Standing Board Committees,"” the duties of each Trust'sTrust’s Contract Review and Governance Committee includes the consideration and nomination of candidates for election as Independent Trustees. This committeeCommittee will consider nominations from shareholders that comply with the requirements discussed above. The charter of the Contract Review and Governance Committee is attached asAppendix 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 suchthat is submitted in accordance with the procedures by which shareholders may communicate with the Board of Trustees. Pursuant to those procedures, shareholders must submit a recommendation containsfor nomination in a signed writing addressed to the attention of the Board of Trustees, c/o Secretary of the Funds, Natixis Asset Management Advisors, L.P., 399 Boylston Street, 12th Floor, 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 Trust(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 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 the 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 recommendation must contain sufficient background information concerning the trustee 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."
candidate’s qualifications.
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'sFund’s Board, the Committee may seek referrals from a variety of sources, including current Trustees, management of the Fund,Funds, Funds counsel, and counsel to the Fund and
toTrustees, as well as shareholders of the Trustees.Funds in accordance with the procedures described above. In evaluating nominees for a position on the Board, the Committee may consider a variety of factors, including (i) the nominee'snominee’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'snominee’s educational background; (iv) the nominee'snominee’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'sBoard’s existing mix of skills and qualifications; (vi) the nominee'snominee’s perceived ability to contribute to the ongoing functions of the Board, including the nominee'snominee’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the nominee'snominee’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'sBoard’s attention in some other manner.
Mr. Baker
The Committee believes that Trustees should be chosen to reflect a diversity of viewpoints. Although the Committee has not adopted a particular definition of diversity nor a diversity policy, when considering a nominee for the Board of Trustees, the Committee generally considers the nominee’s professional experience, education, skills, life experiences and Ms. Walker, the two proposed new Trustees, were recommendedother individual qualities. The nomination and evaluative process used by the ad hoc Trustee recruitment sub-committeeCommittee is intended to result in a Board that is composed of individuals who can fairly represent the Contract Reviewinterests and Governance Committee, which consisted solelyconcerns of Independent Trustees.
Fund shareholders.
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
Natixis Asset Management Advisors, L.P.
399 Boylston Street, Boston, Massachusetts 02116
A shareholder'sshareholder’s written communication must (i) be signed by the shareholder, (ii) include the shareholder'sshareholder’s name and address, (iii) identify the Fund(s)Funds(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,secretaryofthefunds@ga.natixis.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'sFund’s investment advisor,adviser, administrator, custodian, distributor and transfer agent) of the Fund, unless such communication is made solely in such employee'semployee’s or agent'sagent’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.(i.e., shareholder proxy proposals).
The Trustees unanimously recommend that shareholders vote FOR each nominee.
21
Important Notice Regarding Delivery of Shareholder Documents
In our continuing effort to reduce your fund’s expenses and the amount of mail that you receive from the Funds, we may mail only a single copy of prospectuses, proxy statements, Notice of Internet Availability of Proxy Materials and financial reports to your household when more than one family member owns the same fund or funds. Additional copies may be obtained by calling 800-225-5478.
This program will be in effect until you notify us that you do not want to participate in this combined mailing program. If you wish to receive separate mailings for each member of your household in the future, please call us and we will resume separate mailings within 30 days of your request.
II. PROPOSAL 2: APPROVALCHANGES TO CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF AN AMENDED AND RESTATED DECLARATION OF TRUST
THE HANSBERGER INTERNATIONAL SERIES FUNDS
Background.
Shareholders
The primary purpose of Proposals 2-A through 2-D is to amend and modernize the current fundamental policies of each TrustHIS Fund so as to better align them with existing law as well as other fundamental policies of the funds over which the Board has oversight. Hansberger Global Investors, Inc. (“HGI”), the adviser to each HIS Fund, recently undertook a review of the HIS Funds’ fundamental investment policies, and as a result of this review, recommended such changes. The Trustees have concurred with HGI’s analysis of the fundamental investment policies of the HIS Funds and propose to shareholders the adoption of these modernized fundamental investment policies. Except as discussed below, HGI didnot propose these changes because of any proposed or anticipated changes in the HIS Funds’ investment strategies; instead, the changes were proposed to clarify certain restrictions and to delete other unnecessarily constraining, and not legally required, restrictions.
Discussion of Proposals.
PROPOSAL 2-A: INVESTMENTS IN REAL ESTATE; OPEN-END INVESTMENT COMPANIES; INTERESTS IN OIL, GAS, OR MINERALS; AND COMMODITY CONTRACTS
The Trustees recommend deleting the following fundamental investment policy:
[Each Fund will votenot] invest in real estate or mortgages on real estate (although a Fund may invest in marketable securities secured by real estate or interests therein or issued by companies or investment trusts which invest in real estate or interests therein); invest in other open-end investment companies (except in connection with a merger, consolidation, acquisition or reorganization); invest in interests (other than debentures or equity stock interests) in oil, gas or other mineral exploration or development programs; or purchase or sell commodity contracts (except futures contracts, as described herein).
and replacing it with the following two policies:
[Each Fund will not] purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein.
[Each Fund will not] purchase or sell commodities, except that the Fund may purchase and sell futures contracts and options, may enter into foreign exchange contracts and may enter into swap agreements and other financial transactions not requiring the delivery of physical commodities.
This proposal basically involves the following four substantive changes:
| • | Revising the portion of the policy relating to investments in real estate and real estate-related securities to provide greater clarity as to the types of investments allowed, as well as to potentially allow the HIS Funds greater flexibility in exercising rights as a debt holder (e.g., acquiring real estate through foreclosure proceedings). |
Eliminating the restriction on investments in open-end investment companies. As discussed in more detail below, this change will, among other things, explicitly provide the HIS Funds with the flexibility to invest in exchange-traded funds (“ETFs”).
Removing the limitations on oil, gas or other mineral exploration investments to eliminate unnecessary restrictions not otherwise required by law.
The changes to the portion of the policy relating to investments in commodities is meant to further clarify that the restrictions on investments in commodities will not restrict the HIS Funds’ ability to invest in certain derivative contracts.
Except as discussed below, the HIS Funds do not currently expect to rely on the additional investment flexibility provided by the revised policy.
HGI believes that the flexibility to invest in other open-end investment companies could enhance each HIS Fund’s ability to achieve its investment objective. For example, if shareholders approve an Amended and Restated
Declarationthe Proposal, the HIS Funds would have the flexibility to purchase shares of TrustETFs for the purpose of investing excess cash where HGI belives that being fully invested serves the interests of the HIS Funds.
HGI believes that ETFs can offer opportunities for each Trust (the "Amended Declaration of Trust" or the
"Amended Declaration"). For all Trusts except CDC Nvest Companies Trust I, each
share is entitledHIS Fund to cast one vote,gain exposure for its cash position to foreign securities in a cost-effective 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),efficient manner. Furthermore, HGI recognizes that by investing in foreign markets through ETFs 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 overopen-end investment companies, the standard of care to
which theyHIS Funds may be subject.
2. Reduced Quorum--All Trusts
Eachable to avoid or lessen significant transactional or custodial costs. As a shareholder in another investment company, an HIS Fund would bear its ratable share of that investment company’s expenses, including its advisory and administration fees, and, at the current Declarations providessame time, the HIS Fund would continue to pay its own management fees and other expenses. However, HGI believes 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
additional costs incurred in person or by proxy. A bare quorumpaying these additional fees would be sufficientequal 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 Nvestthe costs incurred by investing in the underlying securities directly, or that, without otherwise investing in these ETFs or other investment companies, the HIS Funds Trusts only
Although the language iswould 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
voteaccess to the extent permittedunderlying securities held by Massachusetts and federal law.the ETFs or these investment companies. It is important to note that Rule 17a-8the HIS Funds’ ability to invest in other registered investment companies, including ETFs, will continue to be subject to limitations under the Investment Company Act1940 Act.
PROPOSAL 2-B: ACTING AS AN UNDERWRITER,
ISSUING SENIOR SECURITIES, OR PURCHASING ON MARGIN
The Trustees recommend deleting the following fundamental investment policy:
[Each Fund will not] act as an underwriter, issue senior securities except as set forth in investment restrictions 5 [borrowing] and 6 [pledging assets] below, or purchase on margin, except that a Fund may make margin payments in connection with futures, options and currency transactions.
and replacing it with the following two policies, listed separately:
[Each Fund will not] act as an underwriter of 1940 requiressecurities of other issuers except that, in the Boarddisposition of Trustees of a fundportfolio securities, it may be deemed to be mergedan underwriter under the federal securities laws.
[Each Fund will not] make short sales of securities or maintain a short position or purchase securities on margin, except that the Fund may obtain short-term credits as necessary for the clearance of security transactions, and the Fund may make any short sales or maintain any short positions where the short sales or short positions would not constitute “senior securities” under the 1940 Act.
Replacing the existing policy with the two provided clarifies that (1) an HIS Fund may dispose of its own securities even if such disposition deems the HIS Fund to be an underwriter under the federal securities laws, (2) an HIS Fund may borrow in connection with the clearance and settlement of security transactions, and (3) an HIS Fund may maintain short positions and engage in short sale transactions to the extent they are not senior securities under the 1940 Act. HIS believes that although the HIS Funds were already permitted to engage in many of these transactions under their current restrictions, it is desirable to make certain
determinationsthat permission explicit.
The Trustees recommend deleting the following fundamental investment policy:
[Each Fund will not] loan money, except that a Fund may (i) purchase a portion of an issue of publicly distributed bonds, debentures, notes and requires shareholder approval unless certain conditions are
satisfied, includingother evidences of indebtedness, (ii) enter into repurchase agreements and (iii) lend its portfolio securities.
and replacing it with the following:
[Each Fund will not] make loans, except that therethe Fund may purchase or hold debt instruments in accordance with its investment objectives and policies, provided however, this restriction does not apply to repurchase agreements or loans of portfolio securities;
Replacing the existing policy with the latter provides greater flexibility to the HIS Funds by allowing debt obligations to be held to the fullest extent allowed by the HIS Funds’ investment objectives and policies rather than limiting the potential obligations to those enumerated in the fundamental policy.
PROPOSAL 2-D: BORROWING MONEY AND MORTGAGING, PLEDGING, OR HYPOTHECATING ITS ASSETS
The Trustees recommend deleting the following fundamental investment policies:
[Each Fund will not] borrow money, except that a Fund may engage in dollar roll transactions and reverse repurchase agreements, and may borrow money from banks in an amount not exceeding one-third of the value of its total assets (including the amount borrowed);
and
[Each Fund will not] mortgage, pledge or hypothecate its assets (except as may be no material changesnecessary in connection with permitted borrowings); provided, however, this does not prohibit escrow, collateral or margin arrangements in connection with its use of options, futures contracts and options on future contracts;
and replacing them with the following policy:
[Each Fund will not] borrow money, except to the extent permitted under the 1940 Act;
Because the 1940 Act, and the Securities and Exchange Commission guidance under the 1940 Act, places limits on borrowings by the HIS Funds (and all Funds),
listing the extent of the HIS Funds’ ability to borrow and pledge assets in the fundamental investment advisory contract ofpolicies is unnecessary. Furthermore, in the Fund,event the independent trustees oflaw changes, were the acquired fund
will be a majority ofpolicies to remain as is, the trustees of the surviving fund, and that any
distribution fees pursuantHIS Funds’ ability 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 approvaltake advantage of any Merger
(even if not otherwise required) if they determined that such change might require a shareholder vote was
necessary or desirable. It is anticipated that upon approval ofto change its fundamental investment policy, whereas having 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 changepolicy 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 Declarationplace would allow the HIS Funds to adapt without delay and additional expense.
Summary.
The Trustees believe that the proposed changes 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 provisionsHIS Funds’ fundamental investment policies discussed above are in the current
Declarationsbest interests of each HIS Fund and its shareholders, and recommend that shareholders vote FOR each proposal. If the proposal with respect to a policy 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 providesan HIS Fund is not approved by 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 ofHIS Fund’s shareholders, to consider the
question of removal of a trustee or trusteesthat policy will remain in effect even if shareholders approve changes to the extent required by the
Investment Companyother policies.
The 1940 Act of 1940. The Investment Company Act of 1940 also
providesrequires 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, noany 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 Trustsan HIS Fund’s fundamental investment policies be made 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“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 nameFund’s outstanding voting securities.” The term “a majority 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 adoptedFund’s outstanding voting securities” is defined by the Trustees
without1940 Act to mean “the vote, at the cost and delay of solicitation andannual or a shareholderspecial 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 grantssecurity holders of such authority, although the By-Lawscompany duly called (A) of 67 per centum or more of the Trusts do contain a similar provision. We believe thatvoting securities present at such meeting, if 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
datesholders 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 differencesmore than 50 per centum 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 classesoutstanding voting securities of Funds, rathersuch company are present or represented by proxy; or (B) of more than only to series (Funds). The differences between the current Declarations are
minor and for purposes50 per centum of the remainderoutstanding voting securities of this section,such company, whichever is 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.
less.”
The Trustees unanimously recommend that shareholders vote to approve the
Amended and Restated Declaration of Trust for each Trust.
27
Proposals 2-A through 2-D above.
III. OTHER INFORMATION
Investment Advisers and Subadvisers.
The following table list each Fund'sFund’s investment adviser and, where applicable, sub-adviser(s)subadviser(s). Information about the advisers and subadvisers is provided after the table.
| Trust | Fund | Adviser | Subadviser(s) | |||
| Natixis Funds Trust I | Absolute Asia Dynamic Equity Fund | Natixis Advisors | Absolute Asia Asset Management Limited | |||
| Natixis Funds Trust I | CGM Advisor Targeted Equity Fund | Capital Growth | N/A | |||
| Natixis Funds Trust I | Hansberger | Natixis Advisors | Hansberger Global | |||
| Natixis Funds Trust I | Loomis Sayles Core | Loomis Sayles | N/A | |||
| Natixis Funds Trust I | Natixis Income Diversified Portfolio | Natixis Advisors | AEW Capital Management, L.P. Active Investment Advisors Loomis Sayles | |||
| Natixis Funds Trust I | Natixis U.S. Diversified Portfolio | Natixis Advisors | BlackRock Investment Management, LLC Harris Associates L.P. Loomis Sayles | |||
| Natixis Funds Trust I | Vaughan Nelson Small | Natixis Advisors | Vaughan Nelson Investment Management, L.P. | |||
| Natixis Funds Trust | ASG Global | AlphaSimplex Group, LLC |
| Reich & Tang Asset Management, LLC | ||||||
| Natixis Funds Trust II | ASG Diversifying Strategies Fund | AlphaSimplex Group, LLC | Reich & Tang Asset Management, LLC | |||
| Natixis Funds Trust II | Harris Associates Large Cap Value Fund | Natixis Advisors | Harris Associates L.P. | |||
| Natixis Funds Trust II | Vaughan Nelson Value Opportunity Fund | Natixis Advisors | Vaughan Nelson Investment Management, | |||
| Natixis Funds Trust IV | AEW Real Estate Fund | AEW Capital Management, | N/A | |||
| Natixis Cash Management Trust | Natixis Cash Management Trust—Money Market Series | Natixis Advisors | Reich & Tang Asset Management, LLC | |||
| Gateway Trust | Gateway Fund | Gateway Investment Advisers, LLC | N/A |
| Trust | Fund | Adviser | Subadviser(s) | |||
| Hansberger International Series | Hansberger All Countries Fund | Hansberger Global Investors, Inc. | N/A | |||
| Hansberger International Series | Hansberger Emerging Markets Fund | Hansberger Global Investors, Inc. | N/A | |||
| Hansberger International Series | Hansberger International Core Fund | Hansberger Global Investors, Inc. | N/A | |||
| Hansberger International Series | Hansberger International Growth Fund | Hansberger Global Investors, Inc. | N/A | |||
| Hansberger International Series | Hansberger International Value Fund | Hansberger Global Investors, Inc. | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles Bond Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles Intermediate Duration Fixed Income Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles Securitized Asset Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds I | Loomis Sayles Small |
| Loomis Sayles | N/A | |||||
| Loomis Sayles Funds II | Loomis Sayles Disciplined Equity Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles | Loomis Sayles | N/A |
| Trust | Fund | Adviser | Subadviser(s) | |||
| Loomis Sayles Funds II | Loomis Sayles | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles High Income Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles International Bond Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles Investment Grade Bond Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles Limited | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles Mid Cap Growth | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles Small Cap Growth Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles Strategic Income Fund | Loomis Sayles | N/A | |||
| Loomis Sayles Funds II | Loomis Sayles Value Fund | Loomis Sayles | N/A |
Natixis Asset Management Advisors, L.P. ("IXIS Advisors" (“Natixis Advisors”) is located at 399 Boylston Street, Boston, Massachusetts 02116.
Loomis, Sayles & Company, L.P. is located at One Financial Center, Boston, Massachusetts 02111.
Absolute Asia Asset Management Limitedis located at 8 Eu Tong Sen Street, #23-90, The Central, Singapore, 059818.
Active Investment Advisorsis located at 399 Boylston Street, Boston, Massachusetts 02116.
AEW Capital Management, and Advisors, L.P. is located at World Trade Center East, Two Seaport Lane, Boston, Massachusetts 02210.
AlphaSimplex Group LLC islocated at One Cambridge Center, Cambridge, Massachusetts 02142.
BlackRock Investment Management, LLCis located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536
Capital Growth Management Limited Partnership is located at One International Place, Boston, Massachusetts 02110.
Gateway Investment Advisers, LLC is located at 312 Walnut Street, 35th Floor, Cincinnati, Ohio 45202-9834.
Hansberger Global Investors, Inc. is located at 401 Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.
Harris Associates L.P.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
Natixis 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
Natixis Advisors, located at 399 Boylston Street, Boston, Massachusetts 02116, serves as administrator for the Funds. IXISNatixis 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.
Reports.
Except as stated otherwise, CDC NvestNatixis Cash Management Trust--MoneyTrust—Money Market Series and AEW Real Estate Fund have previously sent their Annual and Semi-Annual Reports to their shareholders. CDC NvestNatixis Funds Trust I, CDC NvestNatixis Funds Trust II, CDC Nvest FundsGateway Trust, IIIHansberger International Series 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 ManagementNatixis Distributors, L.P., 399 Boylston Street, Boston, MA 02116 or by calling 1-800-225-5478. In addition, the Funds'Funds’ Annual and Semi-Annual Reports are available on ourthe Funds’ websites, www.cdcnvestfunds.comwww.natixisfunds.com for the CDC NvestNatixis Funds (Click(click on "Fund Information"“Fund Information” and then "Financial Reports"“Financial Reports”) and www.loomissayles.com for the Loomis Sayles Funds (Click(click on "Mutual Funds"“Mutual Funds” and then "Literature"“Literature” and the "Fund Reports"“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,adviser, any Sub-Adviser, subadviser,
or any of their Parentsparents or Subsidiariessubsidiaries since the beginning of each Fund'sFund’s most recently completed fiscal year.
Certain Relationships and Interests of Trustees and Officers.
No Trustees or Officersofficers 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, 20051, 2010 are entitled to notice of and to vote at the Meeting and any adjourned session.Appendix CB to this Proxy Statement lists for each Fund the total number of shares outstanding as of March 8, 2005April 1, 2010 for each class of the Fund'sFund’s shares. Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. It also identifies holders, as of March 8, 2005,April 1, 2010, 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
Meeting.
Solicitation of Proxies.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 IXISNatixis Advisors, Loomis Sayles or their respective affiliates. In addition, Alamo DirectComputershare has been engaged to assist inprovide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation of proxies,and tabulation, at an estimated cost of approximately $1,036,045.
$134,000.
Costs of Solicitation.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.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 nomineesNominees 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 card 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 nomineesNominees 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"“Tellers”). FortyFor Proposal 1, thirty 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. For Proposals 2-A through 2-D, thirty percent of the shares of any HIS Fund outstanding on the record date, present in person or represented by proxy, constitute quorum for the transaction of business by the shareholders of that HIS Fund at the Meeting. In determining whether a quorum is present, the Tellers will count shares represented by proxies that reflect abstentions, and "broker“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 any of the proposal to approve the Amended and Restated Declaration of Trust
for all Trusts except CDC Nvest Companies Trust I.proposals in Proposals 2-A through 2-D. For Proposal 1, 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
proposalProposal 1 is approved. "Broker non-votes"“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 that Trust. For a Trust, the approval of a nomineeNominee is not contingent upon approval of any other nominee orNominee. Similarly, the Amended
Declaration, and, similarly, the approvaloutcome of the Amended Declaration isvote for one Trust will not contingent uponaffect the approvaloutcome of any nominee.other Trust.
Votes on Proposals 2-A through 2-D (Changes to Certain Fundament Investment Policies of the HIS Funds) will be tabulated separately for each on a per-HIS Fund basis, such that shareholders of each HIS Fund will vote together as a single class with respect to the proposed changes to the investment policies for that respective HIS Fund. The approvaloutcome of the vote for one or more
proposals for a TrustHIS Fund will not affect the outcome of any other HIS Fund; within an HIS Fund, the outcome with respect to any one fundamental policy will not effect the approval of any proposaloutcome for any other Trust.
investment restriction.
Required Vote. The election of Trustees of the Trusts (except with respect
to CDC Nvest Companies Trust I)Vote. Proposal 1 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 meetingMeeting 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 nomineeNominee is not obtained for any Trust, the Trustees will consider what other actions, if any, to take in the best interests of that Trust. For Proposals 2-A through 2-D, the approval of a proposed change to a fundamental investment policy will
require the approval of thelesser of: (i) 67% or more of the shares present at the Meeting in person or by proxy, if the holders of more than 50% of the shares of each HIS Fund are present at the Meeting in person or by proxy; or (ii) more than 50% of the shares of each HIS Fund. If the required vote is not obtained for any HIS Fund with respect to any fundamental policy, that HIS Fund will retain such fundamental investment policy even if shareholders approve changes to other fundamental policies for that Fund.
Adjournments; Other Business.Business. In the event that a quorum is not present for purposes of acting on a proposal, or if sufficient votes in favor of aany 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 or HIS Fund in order to permit further solicitation of proxies.proxies for any such proposal(s). 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 theany 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 approvalchanges to certain fundamental investment policies of an Amended and Restated Declaration of Trust for each Trust.the HIS Funds. 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.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
Of
Natixis Funds Trust I CDC Nvest
Natixis Funds Trust II CDC Nvest
Natixis Cash Management Trust
Natixis Funds Trust III, CDC Nvest
Cash Management Trust, CDC Nvest Companies Trust I, AEW Real Estate Income
Fund, IV
Loomis Sayles FundFunds I and
Loomis Sayles Funds II (the "Trusts") shall be
composed entirely of independent trustees.
2)
Gateway Trust
Hansberger International Series
CHARTER
| 1) | The Contract Review & Governance Committee (the “Committee”) of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Cash Management Trust, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series (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 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 |
| iv) | To submit minutes of such meetings to the full Board on a regular basis. |
| b) | Governance Matters: |
Except as the Board may otherwise determine 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
makeshall:
| i) | 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) | At least annually, review board governance practices and procedures and shall recommend any appropriate changes to the full board; |
| iii) | 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) | Review trustee compensation annually and shall recommend any appropriate changes to the independent trustees; |
| v) | Review committee assignments on an annual basis; and |
| vi) | 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 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 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– 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
| 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. The Committee, however, believes that the Board of Trustees as a whole should reflect diversity, and will generally consider each nominee’s |
professional experience, education, skills, life experiences and other individual qualities. |
| 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. Such requirements may be contained in a Trust’s Declaration of Trust or Bylaws. 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 a financial services company or a public company; (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 may request in light of 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. |
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.
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(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,
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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
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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
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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.
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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
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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.
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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.
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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.]
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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:
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Appendix C
For each class of the Fund'sFund’s shares entitled to vote at the Meeting, the number of shares outstanding and the number of votes to which each class is entitled as of March 8, 2005April 1, 2010 was as follows:
| Class A | Class B | Class C | Class Y | |||||
Natixis Funds Trust I | ||||||||
| Absolute Asia Dynamic Equity Fund | 7,872.69 | N/A | 100.19 | 250,000.19 | ||||
| CGM Advisor Targeted Equity Fund | 71,578,810.34 | 1,285,354.89 | 8,624,525.24 | 14,859,605.15 | ||||
| Hansberger International Fund | 4,979,325.97 | 589,472.34 | 959,419.18 | N/A | ||||
| Loomis Sayles Core Plus Bond Fund | 13,207,570.54 | 451,585.77 | 8,409,920.51 | 4,314,971.13 | ||||
| Natixis Income Diversified Portfolio | 3,578,381.09 | N/A | 2,560,075.67 | N/A | ||||
| Natixis U.S. Diversified Portfolio | 13,270,514.17 | 1,871,803.72 | 1,537,734.53 | 72,065.31 | ||||
| Vaughan Nelson Small Cap Value Fund | 13,899,200.99 | 467,244.59 | 1,857,049.18 | 9,936,232.14 | ||||
Natixis Funds Trust II | ||||||||
| ASG Diversifying Strategies Fund | 413,861.35 | N/A | 63,910.52 | 3,388,251.00 | ||||
| ASG Global Alternatives Fund | 12,218,409.85 | N/A | 3,901,383.09 | 15,136,991.55 | ||||
| Harris Associates Large Cap Value Fund | 8,960,403.92 | 604,170.49 | 623,415.04 | 626,796.24 | ||||
| Vaughan Nelson Value Opportunity Fund | 544,721.69 | N/A | 34,305.61 | 1,811,480.81 | ||||
Natixis Funds Trust IV | ||||||||
| AEW Real Estate Fund | 4,346,259.42 | 268,737.99 | 639,676.39 | 6,930,048.34 | ||||
Natixis Cash Management Trust | ||||||||
| Money Market Series | 198,141,601.65 | 15,151,875.45 | 10,138,853.48 | N/A | ||||
Gateway Trust | ||||||||
| Gateway Fund | 108,257,968.38 | N/A | 10,145,562.03 | 67,343,950.80 | ||||
| Institutional Class | Advisor Class | |||
| Hansberger International Series | ||||
| Hansberger Emerging Markets Fund | 20,451,639.28 | 193,736.65 | ||
| Hansberger International Core Fund | 6,142,468.57 | 302,757.00 | ||
| Hansberger International Growth Fund | 40,816,929.39 | 693,889.39 | ||
| Hansberger International Value Fund | 2,080,655.37 | 7,486,357.77 | ||
| Institutional Class | Retail Class | Admin Class | ||||
Loomis Sayles Funds I | ||||||
| Loomis Sayles Bond Fund | 797,946,054.44 | 587,724,712.02 | 18,099,400.39 | |||
| Loomis Sayles Fixed Income Fund | 59,335,160.60 | N/A | N/A | |||
| Loomis Sayles Global Bond Fund | 71,001,559.14 | 62,282,697.33 | N/A | |||
| Loomis Sayles High Income Opportunities Fund | 6,678,700.21 | N/A | N/A | |||
| Loomis Sayles Inflation Protected Securities Fund | 1,425,872.26 | N/A | N/A | |||
| Loomis Sayles Institutional High Income Fund | 48,026,270.35 | N/A | N/A | |||
| Loomis Sayles Intermediate Duration Fixed Income Fund | 3,147,226.61 | N/A | N/A | |||
| Loomis Sayles Investment Grade Fixed Income Fund | 39,588,813.14 | N/A | N/A | |||
| Loomis Sayles Securitized Asset Fund | 61,296,041.25 | N/A | N/A | |||
| Loomis Sayles Small Cap Value Fund | 22,457,720.86 | 18,065,891.71 | 3,391,950.39 | |||
Loomis Sayles Funds II | ||||||
| Loomis Sayles Small Cap Growth Fund | 3,700,396.57 | 5,827,687.18 | N/A | |||
Loomis Sayles Funds II Class A Class B Class C Class Y Class J Admin
ClassLoomis Sayles Disciplined Equity Fund 278,273.40 21,624.94 194,156.66 4,349,153.34 N/A N/A Loomis Sayles Global Markets Fund 3,983,858.98 N/A 7,974,349.82 9,164,564.44 N/A N/A Loomis Sayles Growth Fund 6,632,542.95 1,024,160.30 2,980,217.87 10,737,210.31 N/A N/A Loomis Sayles High Income Fund 14,532,332.80 298,147.33 4,070,020.63 9,958,107.36 N/A N/A Loomis Sayles International Bond Fund 1,716,288.25 N/A 668,995.28 833,817.95 N/A N/A Loomis Sayles Investment Grade Bond Fund 251,670,604.83 1,443,394.13 213,615,733.53 316,302,758.33 11,387,020.00 85.55 Loomis Sayles Limited Term Government and Agency Fund 11,013,053.49 348,706.15 5,227,082.26 3,834,728.66 N/A N/A Loomis Sayles Mid Cap Growth 2,147,733.71 N/A 1,015.79 1,421,940.56 N/A N/A Loomis Sayles Strategic Income Fund 406,471,908.61 10,122,352.89 355,920,566.35 159,475,754.89 N/A 72.90 Loomis Sayles Value Fund 7,583,216.06 259,917.89 620,142.71 44,655,364.81 N/A 59.92
As of March 8, 2005,April 1, 2010, the following persons owned of record or beneficially 5% ofor more of the noted class of shares of the noted Fund*:
Fund and Class | Name and Address of Beneficial Owner | Shares Beneficially Owned | Percentage of Outstanding Shares of Class Owned | |||
NATIXIS FUNDS TRUST I | ||||||
Absolute Asia Dynamic Equity Fund | ||||||
Class A | ||||||
Ameritrade Inc. Omaha, NE 68103-2226 | 7,772.512 | 98.72% | ||||
Class C | ||||||
Natixis AM Advisors LP Boston, MA 02116-3305 | 100.000 | 99.81% | ||||
Class Y | ||||||
Natixis Global Asset Management, L.P. Boston, MA 02116-3368 | 250,000.000 | 99.99% | ||||
Fund and Class Name and Address of Beneficial Owner CGM Advisor TargetedEquity Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 C/O Fascore OTC Custodian FBO NEF Agents Retirement Plans Greenwood Village, CO 80111-5002 Class C MLPF&S for the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class Y Merrill Lynch Pierce Fenner & Smith, Inc. Jacksonville, FL 32246-6484 Equitable Trust Company Nashville, TN 37205-2314 Charles Schwab & Co., Inc. Special Custody Account for Benefit of Customers San Francisco, CA 94104-4151 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 4,152,511.292 5.80% 3,718,573.040 5.19% 3,082,615.415 35.83% 1,388,101.704 16.13% 652,880.274 7.58% 8,339,814.637 56.14% 2,383,230.419 16.04% 1,927,787.558 12.97%
Fund and Class Name and Address of Beneficial Owner Hansberger International Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 MLPF&S for the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 Loomis Sayles Core PlusBond Fund Class A MLPF&S for the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets, Inc. Owings Mills, MD 21117-3256 Class B MLPF&S for the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets, Inc. Owings Mills, MD 21117-3256 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 175,477.072 18.32% 174,217.100 18.19% 2,245,578.211 17.01% 1,180,037.860 8.94% 756,228.883 5.73% 89,105.918 19.69% 42,962.464 9.49%
Fund and Class Name and Address of Beneficial Owner Class C MLPF&S for the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets, Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class Y MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 Charles Schwab & Co. Inc. Special Custody Account for Benefit of Customers San Francisco, CA 94104-4151 LPL Financial FBO Customer Accounts San Diego, CA 92150-9046 Bricklayers & Allied Craftsmen Austintown, OH 44515-2202 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 4,387,310.891 52.23% 925,843.700 11.02% 543,954.573 6.47% 2,413,336.825 55.96% 571,219.044 13.24% 254,121.202 5.89% 249,313.761 5.78%
Fund and Class Name and Address of Beneficial Owner Natixis Income Diversified Portfolio Class A Citigroup Global Markets, Inc. Owings Mills, MD 21117-3256 MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class C MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets, Inc. Owings Mills, MD 21117-3256 Natixis U.S. DiversifiedPortfolio Class C UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 2,171,122.707 60.70% 393,770.390 11.01% 241,541.311 6.75% 1,366,742.415 53.38% 407,903.589 15.93% 227,943.970 8.90% 233,931.655 15.18% 178,682.641 11.60% 87,682.421 5.69%
Fund and Class Name and Address of Beneficial Owner Class Y Orchard Trust Co. TTEE Employee Benefits Clients Greenwood Village, CO 80111-5002 Metlife Insurance Company Jersey City, NJ 07302-3855 MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 New England/SA DIA Greenwood Village, CO 80111-5002 Vaughan Nelson Small Cap Value Fund Class A Charles Schwab & Co. Inc. Special Custody Account for Benefit of Customers San Francisco, CA 94104-4151 NFS LLC FEBO Stock Yards Bank Louisville, KY 40202-3215 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 NFS LLC FEBO BONY Cust. For PAS Small Cap FOF New York, NY 10006-2254 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 34,479.823 48.38% 22,359.921 31.37% 9,010.169 12.64% 4,029.180 5.65% 2,423,458.797 17.43% 1,646,529.734 11.84% 1,626,110.259 11.70% 868,358.846 6.24%
Fund and Class Name and Address of Beneficial Owner Class C MLPF&S for the Sole Benefit of Its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class Y LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 Charles Schwab & Co. Inc. San Francisco, Parbank Co. Parkersburg, WV 26101-5144 The Vanguard Fiduciary Trust Co. Wayne, PA 19087-1816 NATIXIS FUNDS TRUST II ASG Global AlternativesFund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 470,462.111 25.26% 339,842.814 18.25% 143,560.066 7.70% 3,051,469.725 30.76%
CA 94104-4151 2,833,026.098 28.55% 939,845.829 9.47% 894,555.128 9.01% 4,721,569.888 39.65% 982,958.094 8.25% 910,912.306 7.64%
Fund and Class Name and Address of Beneficial Owner Class C MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Class Y MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 Charles Schwab & Co. Inc. Special Custody Acct fbo Customers San Francisco, CA 94104-4151 ASG Diversifying Strategies Fund Class A LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Class C Pershing LLC Jersey City, NJ 07303-2052 Pershing LLC Jersey City, NJ 07303-2052 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 1,729,988.783 45.05% 667,472.043 17.38% 237,662.616 6.18% 7,141,999.113 47.60% 2,057,378.052 13.71% 1,283,634.008 8.55% 813,835.839 5.42% 154,831.142 37.41% 49,652.156 11.99% 4,464.493 7.43% 3,235.567 5.39%
Fund and Class Name and Address of Beneficial Owner Class Y Natixis Global Asset Management LP Boston, MA 02116-3305 Harris Associates Large CapValue Fund Class C MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Class Y Charles Schwab & Co. Inc. Special Custody Account for Bnft Cust San Francisco, CA 94104-4151 MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 Virginia G Moose TTEE & James A Moose Jr TTEE Revocable Trust DTD 1996 Sacramento, CA 95818-3707 Vaughan Nelson ValueOpportunity Fund Class A Charles Schwab & Co. Inc. Special Custody Acct. fbo Customers San Francisco, CA 94104-4151 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 1,263,473.995 37.28% 297,225.708 47.44% 47,865.943 7.64% 281,651.325 45.07% 126,377.593 20.22% 37,225.326 5.95% 294,293.782 54.40%
Fund and Class Name and Address of Beneficial Owner Class C Raymond James & Assoc. Inc. CSDN fbo Michael L. Moonblatt IRA Elkins Park, PA 19027-1106058 LPL Financial San Diego, CA 92121-1968 LPL Financial San Diego, CA 92121-1968 LPL Financial San Diego, CA 92121-1968 LPL Financial San Diego, CA 92121-1968 Raymond James & Assoc. Inc. CSDN fbo Elizabeth A Tomsik IRA Rocky River, OH 44116-1642605 Class Y Charles Schwab & Co. Inc. Special Custody Acct fbo Customers San Francisco, CA 94104-4151 Natixis Global Asset Management LP Boston, MA 02116-3368 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned Raymond James & Assoc Inc. CSDN fbo Michael G Hans IRA Pittsburgh, PA 15237-3804476 3,213.512 9.36% 2,544.777 7.41% 2,523.700 7.35% 2,357.084 6.87% 2,345.582 6.83% 2,049.180 5.97% 1,885.246 5.49% 729,340.782 40.93% 101,052.049 5.67%
Fund and Class Name and Address of Beneficial Owner NATIXIS FUNDS TRUST IV AEW Real Estate Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Hanys Upstate Plans FBO Hanys Downstate Plans Utica, NY 13502-6317 Community Bank NA Cust FBO Hanys Upstate Plans Utica, NY 13502-6317 Class C Charles Schwab & Co. Inc. Special Custody Acct. fbo Customers San Francisco, CA 94104-4151 MLPF&S for the Sole Benefit of its Customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Wells Fargo Bank NA fbo Danskin Inc. Minneapolis, MN 55480-1533 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 938,471.416 21.59% 728,157.979 16.75% 638,575.635 14.69% 275,695.758 6.34% 191,941.273 29.96% 105,576.069 16.48% 88,434.945 13.80% 74,981.214 11.70% 42,567.684 6.64%
Fund and Class Name and Address of Beneficial Owner Class Y NFS LLC FEBO Bank of America NA Trustee fbo our Clients Omnibus Cash Cash Dallas, TX 75283-1575 Wells Fargo Bank NA fbo Rayonier DB—Cash Account Minneapolis, MN 55480-1533 Charles Schwab & Co. Inc. Special Custody Acct. fbo Bnft Cust San Francisco, CA 94104-4151 NATIXIS CASH MANAGEMENT TRUST Natixis Cash ManagementTrust—Money Market Series Class C Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 GATEWAY TRUST Gateway Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Charles Schwab & Co. San Francisco, CA 94104-4151 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 3,174,430.345 45.86% 559,767.946 8.08% 407,558.950 5.88% 2,796,966.310 27.52% 1,103,853.680 10.86% 23,981,372.295 22.18% 15,516,824.260 14.35%
Fund and Class Name and Address of Beneficial Owner Class C MLPF&S For the sole benefit of its customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Class Y Charles Schwab & Co. San Francisco, CA 94104-4151 MLPF&S For the sole benefit of its customers Jacksonville, FL 32246-6484 LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 HANSBERGER INTERNATIONAL SERIES Hansberger EmergingMarkets Fund Institutional Class Tobias White & Co. Flint, MI 48502-1649 General Employees Ret System City of Ft Lauderdale Ft Lauderdale, FL 33302-4250 A Michael Lipper Summit, NJ 07901-2808 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 3,970,814.588 39.10% 1,344,807.278 13.14% 1,154,545.384 11.36% 24,758,823.770 36.85% 6,429,287.793 9.56% 3,953,987.213 5.88% 13,756,199.375 67.26% 2,808,241.609 13.73% 1,887,435.751 9.22%
Fund and Class Name and Address of Beneficial Owner Advisor Class Charles Schwab & Co. Inc. Special Custody fbo Customers San Francisco, Edward Schrader & Dania Schrader JTWROS Plantation, FL 33317-7636 Our Lady of Grace Catholic Church Lubbcok, TX 79415-1623 Hansberger InternationalCore Fund Institutional Class Southern California Pipe Trades Retirement Fund Los Angeles, CA 90020-1738 Patterson & Co. FBO City of Hollywood, FL Charlotte, NC 28262-8522 National City Bank FBO Archdioceses of Louisville Cleveland, OH 44101-4984 Freddie Mac Foundation Inc. McLean, VA 22102-3112 NFS LLC FEBO US National Bank Association Milwaukee, WI 53212-3958 Advisor Class Charles Schwab & Co., Inc. Special Custody fbo Customers San Francisco, CA 94104-4151 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned
CA 94104-4151 154,952.957 79.98% 17,099.422 8.82% 14,226.723 7.34% 1,926,154.061 31.35% 1,080,202.502 17.58% 997,323.071 16.23% 951,894.177 15.49% 496,285.001 8.07% 289,915.863 95.75%
Fund and Class Name and Address of Beneficial Owner Hansberger InternationalGrowth Fund Institutional Class The Sealy & Smith Foundation Galveston, TX 77550-1532 Mac & Co Pittsburgh, PA 15230-3198 The Heinz Endowments Pittsburgh, PA 15222-3110 SEI Private Trust c/o Mellon Bank Oaks, PA 19456-9989 Memorial Sloan-Kettering Cancer Center New York, NY 10017-6706 Advisor Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 Hansberger InternationalValue Fund Institutional Class Irving S. Gilmore Foundation Kalamazoo, MI 49007-3915 Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 Bank of America NA Dallas, TX 75283-1575 Saxon & Co. Philadelphia, PA 19182-0001 Advisor Class LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 3,891,089.569 9.16% 3,544,606.568 8.35% 2,661,513.012 6.27% 2,650,238.543 6.24% 2,265,610.863 5.33% 295,904,775.808 37.17% 1,155,010.272 55.51% 312,583.592 15.02% 198,382.824 9.53% 148,239.223 7.12% 2,173,677.650 29.05%
Fund and Class Name and Address of Beneficial Owner LOOMIS SAYLES FUNDS I Loomis Sayles Bond Fund Institutional Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 National Financial Services Corp, for exclusive benefit of our customers New York, NY 10281-1003 Merrill Lynch Pierce Fenner & Smith, Inc. Jacksonville, FL 32246-6484 Citigroup Global Markets, Inc. New York, NY 10013-2375 Ameritrade Inc. For the exclusive benefit of our customers Omaha, NE 68103-2226 Retail Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 National Financial Services Corp. for exclusive benefit of our customers New York, NY 10281-1003 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 295,904,775.808 37.17% 122,163,768.208 15.34% 53,656,138.940 6.74% 43,916,474.474 5.51% 39,993,633.373 5.02% 229,753,757.615 39.12% 125,947,953.810 21.44% 35,492,778.339 6.04%
Fund and Class Name and Address of Beneficial Owner Admin Class Nationwide Trust Co. FSB Columbus, OH 43218-2029 Merrill Lynch Pierce Fenner & Smith, Inc. For the sole benefit of its customers Jacksonville, FL 32246-6484 National Financial Services Corp. for exclusive benefit of our customers New York, NY 10281-1003 Hartford Life Insurance Co. Weatogue, CT 06089-9793 Loomis Sayles FixedIncome Fund Institutional Class Somerville Retirement System Somerville, MA 02145-2819 Massachusetts Water Resources Authority Retirement System Chelsea, MA 02150-3334 The Northern Trust TTEE fbo Centerpoint Energy Employees Savings Plan-DV Chicago, IL 60675-0001 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 3,462,757.847 19.13% 1,820,931.401 10.06% 1,797,688.478 9.93% 1,082,841.669 5.98% 3,881,002.864 6.54% 3,612,619.653 6.08% 3,355,469.661 5.65%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles GlobalBond Fund Institutional Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 Inova Health Care Services Falls Church, VA 22042-1254 National Financial Services Corp. for exclusive benefit of our customers New York, NY 10281-1003 Merrill Lynch Pierce Fenner & Smith, Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Retail Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 National Financial Services Corp. for exclusive benefit of our customers New York, NY 10281-1003 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 17,498,386.287 24.67% 12,955,847.672 18.26% 9,804,051.218 13.82% 3,695,975.774 5.21% 28,559,086.657 45.97% 15,435,808.558 24.84%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles High Income Opportunities Fund Institutional Class UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Iron Workers of Western Pennsylvania Pension Plan Pittsburgh, PA 15222-4512 Smith Barney Corporate Trust Company Custodian Wilmington, DE 19801-4909 Northern Minnesota Wisconsin Area Retail Clerk St. Paul, MN 55107-2292 Keybank NA fbo NW Ohio Carpenters Cleveland, OH 44101-4871 Loomis Sayles InflationProtected Securities Fund Institutional Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 Ameritrade Inc. For the exclusive benefit of our customers Omaha, NE 68103-2226 Merrill Lynch Pierce Fenner & Smith, Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Loomis Sayles Distributors LP Boston, MA 02111-2621 Loomis Sayles Trust Co. LLC Boston, MA 02111-2647 Michigan Peer Review Organization Farmington Hills, MI 48335-2631 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 1,653,223.158 24.90% 1,360,047.079 20.48% 1,082,035.932 16.29% 539,467.752 8.12% 520,162.942 7.83% 422,173.852 6.35% 376,985.337 26.54% 207,802.316 14.62% 172,321.819 12.13% 140,886.210 9.91% 112,861.923 7.94% 85,014.913 5.98%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles InstitutionalHigh Income Fund Institutional Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 US Bank NA FBO Society of Jesus Milwaukee, WI 53201-1787 Macbee & Co Saugus, MA 01906-3283 Loomis Sayles IntermediateDuration Fixed Income Fund Institutional Class Curry College Milton, MA 02186-2395 Youngstown Area Jewish Federation Youngstown, OH 44504-1314 Trustees of Clark University Worcester, MA 01610-1477 Carey & Co. Columbus, OH 43219-6010 Loomis Sayles InvestmentGrade Fixed Income Fund Institutional Class David R. Shumate Anders W Hall Ttees The Duke Endowment Durham, NC 27701-3983 Mac & Co. Pittsburgh, PA 15230-3198 David Shumate & Anders Hall Ttees Employees Retirement Plan of Duke Univsersity Durham, NC 27701-3983 Braintree Contributory Retirement System Braintree, MA 02184-5337 Wells Fargo Bank NA fbo Pueblo of Laguna-General Fund-Loomis Minneapolis, MN 55480-1533 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 3,086,085.190 6.42% 2,593,421.778 5.39% 2,479,465.940 5.16% 1,574,702.542 50.03% 638,592.076 20.29% 369,003.160 11.72% 216,011.249 6.86% 4,123,792.841 10.41% 3,150,571.729 7.95% 2,607,426.880 6.58% 2,298,871.434 5.80%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles SecuritizedAsset Fund Institutional Class MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Loomis Sayles Small Cap Value Fund Institutional Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 Fidelity Investment Institutional Operations Co. as agent for certain employee benefit plans Covington, KY 41015-1999 Citigroup Global Markets, Inc. New York, NY 10013-2375 Wells Fargo Bank NA fbo RPS Loomis-Sayles Small Cap Value Minneapolis, MN 55480-1533 National Financial Services Corp. for exclusive benefit of our customers New York, NY 10281-1003 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 50,670,433.375 82.72% 9,755,236.744 15.92% 3,681,461.013 16.39% 2,745,914.373 12.22% 2,733,247.565 12.17% 1,798,650.743 8.01% 1,329,837.905 5.92%
Fund and Class Name and Address of Beneficial Owner Retail Class Charles Schwab & Co., Inc. San Francisco, CA 94104-4151 Fidelity Investment Institutional Operations Co. as agent for certain employee benefit plans Covington, KY 41015-1999 National Financial Services Corp. for exclusive benefit of our customers New York, NY 10281-1003 ING Life Insurance Company Hartford, CT 06156-0001 Admin Class Reliance Trust Company fbo Retirement Plans Serviced by Metlife Greenwood Vlg, CO 80111-5002 Merrill Lynch Pierce Fenner & Jacksonville, FL 32246-6484 ING Advisor Trustee: Relaince Trust Company Somerset, NJ 08873-4162 New York Life Trust Company Client Account Parsippany, NJ 07054-1007 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 8,274,240.706 45.79% 3,250,449.078 17.99% 1,810,201.609 10.01% 1,671,171.938 9.24% 927,690.397 27.73%
Smith, Inc. for the sole benefit of its customers 726,923.684 21.73% 266,607.618 7.97% 201,792.583 6.03%
Fund and Class Name and Address of Beneficial Owner LOOMIS SAYLES FUNDS II Loomis Sayles DisciplinedEquity Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Charles Schwab & Co., Inc. San Francisco, DWS Trust Co Ttee Radius Worcester Operating 401K Plan Salem, NH 03079-1143 Class B First Clearing LLC Ponte Vedra, FL 32082-2668 American Enterprise Investment SVCS Minneapolis, NFS LLC FEBO Flemington, NJ 08822-3037 NFS LLC FEBO NFS/FMTC IRA fbo Melvin J. Peterson Flemington, NJ 08822-3037 First Clearing LLC Saint Louis, MO 63103-2523 State Street Bank & Trust Co. Cuso for the IRA Rollover of Moiz S Balkhi Simi Valley, CA 93065-6004 Class C Merrill Lynch Pierce Fenner & Smith, Inc. Merrill Lynch Financial Data Svcs Jacksonville, FL 32246-6484 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 87,741.610 31.54%
CA 94104-4151 30,980.283 11.13% 17,714.832 6.36% 3,471.677 16.05%
MN 55474-0001 3,319.979 15.35% 3,088.980 14.28% 2,734.976 12.64% 2,285.566 10.56% 1,143.047 5.28% 126,265.397 64.76%
Fund and Class Name and Address of Beneficial Owner Class Y Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 NFS LLC FEBO Bank of America NA Dallas, TX 75283-1575 Loomis Sayles Global Markets Fund Class A LPL Financial fbo Customer Accounts San Diego, CA 94104-4151 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Merrill Lynch Pierce Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, Class C Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets Inc. Owings Mills, Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 2,560,986.232 79.79% 166,160.044 5.17% 792,625.582 19.91% 684,583.086 17.19%
Fenner &
Smith Inc. 664,095.393 16.68%
MD 21117-3256 208,128.744 5.22% 4,737,578.329 59.30% 532,711.541 6.66%
MD 21117-3256 519,428.875 6.50%
Fund and Class Name and Address of Beneficial Owner Class Y Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Strafe & Co. Fbo Charles S Draper Laboratory Cus Newark, DE 19714-6924 National Financial Services Corp for Exclusive Benefit of our Customers New York, NY 10281-1003 Loomis Sayles GrowthFund Class A Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Class B Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Class C Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 3,085,414.119 36.24% 2,099,912.232 24.66% 1,973,716.806 23.18% 481,842.237 5.66% 482,584.496 7.27% 142,581.880 13.92% 1,403,813.879 46.94% 314,734.503 10.52%
Fund and Class Name and Address of Beneficial Owner Class Y Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Comerica Bank Fbo City of Livonia Retiree Health & Disability Benefits Plan & Trust Detroit, MI 48275-0001 SEI Private Trust Company Oaks, PA 19456-9989 Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Loomis Sayles High IncomeFund Class A Charles Schwab & Co. Inc. Special Custody Account for the Exclusive Benefit of Customers San Francisco, CA 94104-4151 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class B MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 5,040,130.185 63.18% 1,306,386.055 16.37% 523,489.765 6.56% 412,178.475 5.16% 2,041,259.443 14.05% 1,122,962.612 7.72% 15,391.379 5.13%
Fund and Class Name and Address of Beneficial Owner Class C MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class Y NFS LLC FEBO Freya Fanning & Company LLC Beverly Farms, MA 01915-0522 The Vanguard Fiduciary Trust Co. Wayne, PA 19087-1816 Loomis Sayles InternationalBond Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 878,624.216 21.58% 726,321.740 17.84% 417,856.982 10.26% 1,367,278.815 13.79% 1,077,005.322 10.86% 325,612.757 19.00% 322,133.475 18.79% 114,307.371 6.67%
Fund and Class Name and Address of Beneficial Owner Class C Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class Y Natixis Global Asset Management LP Boston, MA 02116-3368 LPL Financial Fbo Customer Accounts San Diego, CA 92150-9046 Loomis Sayles Investment Grade Bond Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Class B Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 452,125.389 67.58% 90,584.999 13.54% 604,515.302 72.49% 58,237.918 6.98% 54,974,261.471 21.91% 22,809,143.974 9.09% 20,637,570.929 8.22% 12,806,619.814 5.10% 471,686.683 32.64%
Fund and Class Name and Address of Beneficial Owner Class C Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Class Y Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 Edward D. Jones & Co. Maryland Heights, MO LPL Financial FBO Customer Accounts San Diego, CA 92150-9046 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Prudential Investment Management Service fbo Mutual Fund Clients Newark, NJ 07102-4056 Admin Class Natixis Asset Management Advisors LP Boston, MA 02116-3305 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 93,546,394.369 43.88% 19,994,015.071 9.37% 19,573,418.263 9.18% 69,904,241.820 22.27% 38,328,544.818 12.21% 36,496,225.645 11.62% 33,874,752.701 10.79% 18,950,221.435 6.03% 85.066 99.80%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles LimitedTerm Government andAgency Fund Class A MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 NFS LLC FEBO # Comm First Trust DBA CFTOC Hot Springs, AR 71913-6447 Class B MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Class C MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Citigroup Global Markets Inc. Owings Mills, MD 21117-3256 Class Y MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 LPL Financial fbo Customer Accounts San Diego, CA 92150-9046 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 965,852.274 8.77% 919,388.247 8.34% 637,438.692 5.78% 57,016.549 16.35% 2,235,725.806 42.89% 515,522.833 9.89% 384,738.409 7.38% 2,010,913.605 52.84% 632,643.122 16.62%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles Mid CapGrowth Class A Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 PIMS/Prudential Retirement as Nominee for the Ttee/Cust Pl 768 Fugro 401(k) Plan Houston, TX 77081-1009 Wachovia Bank fbo Various Retirement Plans Charlotte, NC 28262-8522 Mercer Trust Company Ttee fbo MEMC Electronic Materials, Inc. Norwood, MA 02062-1599 Class C First Clearing LLC Brentwood, TN 37027-7014 Wells Fargo Investments LLC Minneapolis, MN 55402-2323 Raymond James & Assoc. Inc. fbo Esther Kamhi Brooklyn, NY 11234-6704 Natixis Asset Management Advisors LP Boston, MA 02116-3305 Class Y Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 New York Life Trust Company Parsippany, NJ 07054-1007 Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 714,949.961 33.29% 267,569.905 12.46% 222,502.747 10.36% 172,524.776 8.03% 409.417 40.30% 284.650 28.02% 255.624 25.16% 66.094 6.50% 696,703.295 49.01% Mercer Trust Company Ttee fbo Idaho Power Co. Employee SP 218,477.057 15.37% 109,881.433 7.73% 76,879.402 5.41%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles Small CapGrowth Fund Institutional Class Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 OTC Custodian FBO Greenwood Village, CO 80111-5002 National Financial Services Corp for the Exclusive Benefit of Our Customers One World Financial Center New York, NY 10281-1003 Retail Class National Financial Services Corp for the Exclusive Benefit of Our Customers One World Financial Center New York, NY 10281-1003 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 PIMS/Prudential Retirement As nominee for the trustee of Wayne County Detroit, MI 48226-1610 PIMS/Prudential Retirement As nominee for the trustee of Jack Henry Associates, Inc. Allen, TX 75013-2790 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 1,613,214.329 43.67% 725,872.411 19.65% 447,229.559 12.10% 567,522.776 9.74% 498,762.971 8.56% 480,443.045 8.24% 440,068.829 7.55%
Fund and Class Name and Address of Beneficial Owner Loomis Sayles Strategic Income Fund Class A UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Charles Schwab & Co. Inc. Special Custody Account for the Exclusive Benefit of Customers San Francisco, Citigroup Global Markets Inc. Owings Mills, MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Class B MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Class C MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Citigroup Global Markets Inc. Owings Mills, UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 95,606,299.311 23.53%
CA 94104-4151 61,293,186.288 15.09%
MD 21117-3256 35,296,944.783 8.69% 33,662,528.204 8.28% 3,782,335.455 37.31% 161,168,392.105 45.26%
MD 21117-3256 42,381,364.170 11.90% 35,883,424.525 10.07%
Fund and Class Name and Address of Beneficial Owner Class Y MLPF&S for the sole benefit of its customers Jacksonville, FL 32246-6484 Charles Schwab & Co. Inc. Special Custody Acct fbo Exclusive Benefit of Customers San Francisco, CA 94104-4151 Admin Class Natixis Asset Management Boston, MA 02116-3305 Loomis Sayles Value Fund Class A PIMS/Prudential Retirement as nominee for the Ttee/Cust Pl 006 the Spectrum Brands 401K Atlanta, GA 30328-6187 Charles Schwab & Co. Inc. San Francisco, CA 94104-4151 Class C Merrill Lynch Pierce Fenner & Smith Inc. Merrill Lynch Financial Data SVCS Jacksonville, FL 32246-6484 UBS WM USA Omni Account M/F Jersey City, NJ 07310-2055 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 93,472,997.276 58.80% 18,381,196.464 11.56%
Advisors LP 72.762 99.80% 520,721.747 6.87% 478,728.956 6.31% 177,334.109 28.60% 49,385.750 7.96%
Fund and Class Name and Address of Beneficial Owner Class Y National Financial Services Corp. for Exclusive Benefit of Our Customers New York, New York 10281-1003 Fidelity Investments Institutional Profit Sharing Plan Covington, KY 41015-1999 Charles Schwab & Co. Inc. San Francisco, 94104-4151 State Street Bank Ttee fbo SODEXO 401k Employees Retirement Westwood, MA 02090-2318 Admin Class Natixis Asset Management Boston, MA 02116-3305 Shares Beneficially
Owned Percentage of
Outstanding Shares of
Class Owned 13,824,318.811 31.39% 7,016,152.200 15.93% 3,728,288.959 8.46%
Savings and Trust 3,222,956.324 7.32%
Advisors LP 59.809 99.81%
| * | 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 |
Ownership of Shares by Management
The following table shows
As of April 1, 2010, the Trustees and executive officers of the Trusts collectively owned less than 1% of the outstanding shares of each class of shares of each Fund heldexcept for the following:
| Trustees | Shares Beneficially Owned | Percentage of Outstanding Shares of Class Owned | ||
Harris Associates Large Cap Value Fund—Class Y | ||||
John T. Hailer1 | 9,242.059 | 1.54% | ||
Loomis Sayles Small Cap Growth Fund—Institutional Class | ||||
Robert J. Blanding | 62,602.113 | 1.69% | ||
| 1 | Mr. Hailer’s information is as of March 1, 2010. |
| PROXY | [TRUST] | PROXY |
Proxy Solicited by all
trustees and executive officers asthe Board of March 8, 2005.*
The undersigned hereby appoints and authorizes each of Coleen Downs Dinneen, Russell Kane and Michael Kardok and eachRussell Kane as proxies of them separately, proxiesthe undersigned, with full power of substitution, to each, and hereby authorizes them to represent the undersigned and to vote, as designated on the reverse side, at the Special Meeting of Shareholders of the CDC Nvest Funds and
Loomis Sayles Funds[TRUST] (the "Funds"“Trust”), on June 2, 2005May 27, 2010 at 2:00 pm.p.m. Eastern time,Time, and any adjournments thereof, all of the shares of a Fundthe Trust that the undersigned would be entitled to vote if personally present.
VOTE VIA THE INTERNET: www.proxy-direct.com/nat VOTE VIA THE TELEPHONE: 1-866-241-6192 | ||||||
| Note: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee, or guardian or as a 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(s) and Title(s), if applicable | ||||||
| Signature(s) and Title(s), if applicable | ||||||
Date | 21170_NAT_032410B | |||||
FUND | FUND | 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 |
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
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VOTE ON THE INTERNET Log on to: www.proxy-direct.com/nat Follow the on-screen instructions available 24 hours | VOTE BY PHONE Call 1-866-241-6192 Follow the recorded instructions available 24 hours | VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | VOTE IN PERSON Attend Shareholder Meeting 399 Boylston Street Boston, MA, 02116 on May 27, 2010 |
Important Notice Regarding the Availability of Proxy Materials for [TRUST]
Shareholder Meeting to Be Held on May 27, 2010.
The Proxy Statement for this meeting is available at:https://www.proxy-direct.com/nat
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
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 EACHTHE 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. The Trustees recommend a voteFOR the proposal.
Please mark your vote below in blue or black ink. Do not use red ink. Example:¢
¨ To voteFOR all Proposals for your Fund and FOR all nominees to the Board, mark this box. No other vote is necessary. |
| 1. | To elect four nominees to the Board of Trustees of the Trust: | |||||||||
| 01) Kenneth A. Drucker 02) Wendell J. Knox 03) Erik R. Sirri 04) Peter J. Smail | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | |||||||
| ¨ | ¨ | ¨ | ||||||||
To withhold authority to vote for any individual nominees, mark “For All Except” and write the nominee number(s) and/or name(s) on the line below. | ||||||||||
PLEASE VOTE, VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
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999 9999 9999 999
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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 MAILDATE THIS PROXY CARDAND RETURN IT PROMPTLY USINGIN 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]
- --------------------------------------------------------------------------------
ENVELOPE
NAT_21170_032410B
[ ] To vote FOR all Funds on all Proposals, markTRUST]
IMPORTANT PROXY INFORMATION
Your Vote Counts!
PLEASE USE 14-DIGITCONTROL NUMBER & 8-DIGITSECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL BY TELEPHONE OR VIA THE INTERNET.When you are ready to vote, you can use the same Control Number & Security Code to record your vote. | ||||||||||
Shareholder Meeting Notice |
Important Notice Regarding the Availability of Proxy Materials for the [TRUST] Shareholder Meeting to Be Held on May 27, 2010. |
As a shareholder, it is important for you to vote!
On the back of 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 andnotice, 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
anyfind a summary 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. Yourthat require a shareholder vote at the Meeting.
This communication is NOT a form for voting instructions have been submitted for processing. If
necessary,and presents only an overview of the more complete proxy materials that are available to you can revisiton the Internet Voting site at any timeor by mail. We encourage you to access and review all of the important information contained in the proxy materials 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 instructionsvoting.
The Proxy Statement 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]
Meeting is available at:
https://www.proxy-direct.com/nat
If you wishwant to receive a paper copy of the documents or an email with a link to the documents, you must request them. There is no charge to you for requesting a copy. Paper materials will be mailed to the address on file within 3-business days of receipt of the request. Please make your request as soon as possible, but no later than May 16, 2010, to facilitate timely delivery.
ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW.
YOU CAN ALSO USE ONE OF THESE THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE
FOR FUTURE MEETINGS.
ACCESS MATERIALS AND VOTE, OR REQUEST PAPER DELIVERY OF MATERIALS |
| EASY ONLINE ACCESS –REQUEST BY INTERNET Log on to the Internet and go to:https://www.proxy-direct.com/nat On this site you can view the Proxy Statement and Form of Proxy online, request paper copies, request an email with a link to the materials and/or set future delivery preferences. Just follow the steps outlined on this secure website. |
TELEPHONE REQUESTS - CALL 1-866-884-2702 Obtain paper copies of the Proxy Statement and/or Form of Proxy with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. or Canada atNO CHARGE to you. Follow the instructions provided in the recorded messages. | EMAIL US AT: proxymaterials@computershare.com: Email us to request Proxy Materials for the shareholder meeting and/or to set future delivery preferences. • Provide only your14-Digit Control Number and8-Digit Security Code as listed on this notice in your email request for materials. • If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the address. |
PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN MAY 16, 2010, TO FACILITATE TIMELY DELIVERY. |
This meeting is being held for the following purpose:
| 1. | To elect Trustees for the Trust. |
| 2. | To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
The Board of Trustees unanimously recommends that shareholders 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 enterFOR each nominee to the number locatedBoard of Trustees identified 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?Proxy Statement. The Board of Trustees of the Fund recommends that you cast your voteTrust has fixed the close of business on April 1 as the record date for the Proposals. Would you likedetermination of shareholders entitled to notice of, and to vote asat, the Meeting or any postponement or adjournment thereof. The proxy is being solicited on behalf of 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 MeetingTrustees of the shareholders of each Fund will be
held at 2:00 p.m. on June 2, 2005 atTrust. Please see 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 plandirections on how 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 youMeeting and 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.