Registration Nos. 333-22931 811-08282 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 33 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 42 [X] (Check appropriate box or boxes.) |
Registrant's Telephone Number, including Area Code (617) 449-2810
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[X] On February 1, 2008 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND
LOOMIS SAYLES SECURITIZED ASSET FUND
[LOGO]
PROSPECTUS . FEBRUARY 1, 2008
Loomis, Sayles & Company, L.P., which has been an investment adviser since 1926, is the investment adviser of the Funds.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED EITHER FUND'S SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
TABLE OF CONTENTS
RISK/RETURN SUMMARY Loomis Sayles High Income Opportunities Fund 1 Loomis Sayles Securitized Asset Fund 7 EXPENSES OF THE FUNDS 12 SUMMARY OF PRINCIPAL RISKS 14 MANAGEMENT 25 Investment Adviser 25 Portfolio Managers 25 GENERAL INFORMATION 28 How Fund Shares are Priced 28 How to Purchase Shares 30 How to Redeem Shares 31 Other Purchase and Redemption Information 32 Restrictions on Buying and Selling Shares 32 Dividends and Distributions 33 Tax Consequences 34 FINANCIAL HIGHLIGHTS 36 |
To learn more about the possible risks of investing in the Funds, please refer to the section "Summary of Principal Risks." This section details the risks of practices in which the Funds may engage. Please read this section carefully before you invest.
Fund shares are not bank deposits and are not guaranteed, endorsed or insured by the Federal Deposit Insurance Corporation or any other government agency, and are subject to investment risks, including possible loss of the principal invested.
RISK/RETURN SUMMARY
LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND
INVESTMENT OBJECTIVE The Fund's investment objective is high current income. Capital appreciation is the Fund's secondary objective. The Fund's investment objectives are fundamental and may not be changed without the approval of shareholders.
PRINCIPAL INVESTMENT STRATEGIES Under normal market conditions, the Fund will invest substantially all of its assets, and may invest up to 100% of its assets, in high income securities. "High Income Securities" are fixed-income securities that Loomis, Sayles & Company, L.P. ("Loomis Sayles") believes have the potential to generate relatively high levels of current income. High Income Securities include debt securities that are rated below investment grade quality at the time of investment (i.e., none of the three major ratings agencies (Moody's Investors Service, Inc., Fitch Investor Services, Inc. or Standard and Poor's Rating Group) have rated the securities in one of their respective top four ratings categories) or, if unrated, are determined to be of comparable quality by Loomis Sayles. These high yield debt securities are commonly called "junk bonds." High Income Securities may also include investment grade fixed-income securities. The Fund may invest approximately 20% of its assets in investment grade fixed-income securities. High Income Securities may be convertible into, or exchangeable for, equity securities or they may carry with them the right to acquire equity securities evidenced by warrants attached to the debt security or acquired as part of a unit with the debt security. The High Income Securities in which the Funds invests may have fixed or variable principal payments and all types of interest rate and dividend and reset terms, including fixed rate, adjustable rate, zero-coupon, contingent, deferred, pay-in-kind and auction rate. The Fund may invest a portion of its assets in senior floating rate loans made to U.S. and foreign borrowers. A significant portion of the securities purchased by the Fund may be issued by smaller-capitalization companies.
Under normal market conditions, the Fund may invest up to 40% of its assets in debt obligations of foreign companies, foreign governments and their subdivisions, agencies, instrumentalities and sponsored entities ("Foreign Securities"), including emerging markets securities. The Fund's investments in Foreign Securities will be denominated in U.S. dollars and the Fund may invest without limit in obligations of supranational entities (e.g., the World Bank). The Fund may also invest in derivatives, including purchasing or selling options or futures contracts to hedge interest rate risk.
The Fund's investments may include corporate debt securities, U.S. Government obligations, U.S. dollar-denominated foreign securities, zero-coupon and pay-in-kind securities, loan assignments and participations, delayed funding loans and revolving credit facilities, commercial paper, mortgage-backed securities, collateralized mortgage obligations, mortgage dollar rolls, collateralized debt and
loan obligations and other asset-backed securities, Rule 144A securities,
when-issued securities, credit default swaps, municipal bonds, repurchase
agreements,
debt-linked and equity-linked securities, convertible securities, preferred
shares and illiquid securities. The Fund may engage in short sales.
Loomis Sayles' staff monitors the credit quality of the securities owned by the Fund. Although Loomis Sayles considers public credit ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by ratings services.
The Fund may purchase unrated securities (securities that are not rated by a rating agency) if Loomis Sayles determines that the securities are of comparable quality to rated securities that the Fund may purchase. An unrated security may be less liquid than a comparable rated security and involves the risk that Loomis Sayles may not accurately evaluate the security's comparative credit rating. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality debt obligations. To the extent that the Fund invests in high yield and/or unrated securities, the Fund's success in achieving its investment objectives may depend more heavily on Loomis Sayles' creditworthiness analysis than if the Fund invested exclusively in higher-quality and rated securities.
Loomis Sayles believes that high total returns may be obtained through fundamental analysis. In deciding which High Income Securities to buy and sell, Loomis Sayles will consider, among other things, the financial strength of the issuer, yield, coupon rate, current interest rates and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return of those types of investments. As part of its investment approach, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles Loomis Sayles believes have the potential to stabilize or improve. With respect to investments in Foreign Securities, Loomis Sayles will also consider the global economic environment of the relevant country, taking into account factors such as GDP growth, inflation and other economic conditions, monetary policy, fiscal policy, leadership, and social stability.
Loomis Sayles makes significant use of non-market related securities, which are securities that may not have a direct correlation with changes in interest rates. Loomis Sayles believes the Fund may generate positive returns by having a portion of the Fund's assets invested in non-market related securities, rather than relying primarily on changes in interest rates to produce returns. Loomis Sayles also analyzes different sectors of the economy and differences in the yields of various fixed-income securities in an effort to find fixed-income securities that Loomis Sayles believes may provide attractive returns for the Fund in comparison to their risk.
The Fund is "non-diversified." As a non-diversified fund, the Fund may invest a greater percentage of its assets in a particular issuer and may invest in fewer issuers, as compared with other mutual funds that are diversified.
As a temporary defensive measure, the Fund may invest any portion of its assets in cash (U.S. dollars, foreign currencies or multinational currency units) and/or invest up to 100% of its assets in high quality debt securities or money market instruments of U.S. or foreign issuers. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goals. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially, or otherwise be unwilling or
unable to meet their obligations to the Fund. This risk is generally more
pronounced for funds that invest a significant portion of their assets in
non-investment grade securities.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political or economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social, or economic
changes or other issues relating to foreign investing generally. Although
the Fund will invest only in U.S. dollar-denominated securities, the value
of these investments may be affected by changes in currency exchange rates.
The Fund's investments in foreign securities may be subject to foreign
withholding taxes. In that case, the Fund's yield on those securities would
be decreased.
. high yield securities risk - the risk associated with investing in high
yield securities and unrated securities of similar quality (commonly known
as "junk bonds"), which may be subject to greater levels of interest rate,
credit and liquidity risk than other securities. These securities are
considered predominantly speculative with respect to the issuer's continuing
ability to make principal and interest payments. In addition, an economic
downturn or period of rising interest rates could adversely affect the
market of these securities and reduce the Fund's ability to sell them.
. inflation/deflation risk - inflation risk is the risk that the value of
assets or income from investments will be worth less in the future as
inflation decreases the present value of future payments. Deflation risk is
the risk that prices throughout the economy decline over time -- the
opposite of inflation. Deflation may have an adverse effect on the
creditworthiness of issuers and may make issuer default more likely, which
may result in a decline in the value of the Fund's portfolio.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk generally is greater for
funds that invest in
fixed-income securities with relatively longer durations than for funds that invest in fixed-income securities with shorter durations.
. issuer risk - the risk that the value of securities may decline due to a
number of reasons relating to the issuer, such as management performance,
financial leverage and reduced demand for the issuer's goods and services.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. lower-quality fixed-income securities risk - the risk that the Fund's investments in lower quality fixed-income securities may be subject to fixed-income securities risk to a greater extent than in other fixed-income securities. The ability of an issuer to make principal and interest payments is predominantly speculative for lower-quality fixed-income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities.
. non-diversification risk - compared with other mutual funds, the Fund may invest a greater percentage of its assets in a particular issuer and may invest in fewer issuers. Therefore, the Fund may have more risk because changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a greater adverse impact on the Fund's net asset value.
. Real estate investment trusts (REITs) risk - the risk that the value of the Fund's investments will fall as a result of changes in underlying real estate values, rising interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
. small capitalization companies - small-cap companies tend to have more limited markets and resources, and less liquidity, than companies with larger market capitalizations. Consequently, the performance of securities issued by small-cap companies can be more volatile than, and perform differently from, larger company securities.
For additional information, see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year and since inception periods compared to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each calendar year since its first full year of operations.
[BAR CHART] 2005 2006 2007 ---- ---- ---- 3.06% 10.88% 2.54% |
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 4.56%, Third quarter of 2006, and the Fund's worst quarter was down 1.48%, Second quarter of 2006.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one year and since inception periods compare to those of the Lehman High Yield Index, an unmanaged, market-weighted index of fixed-rate, non-investment grade debt (the Fund's primary broad-based index). The returns of the Fund are also compared to the returns of the Lipper High Current Yield Funds Index, an unmanaged, equally weighted index of typically the 30 largest mutual funds that have high current yield as an investment objective. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman High Yield Index and the Lipper High Current Yield Funds Index returns have not been adjusted for ongoing, management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
------------------------------------------------------------------------------------ Since Inception 1 Year (04/12/04) ------------------------------------------------------------------------------------ LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND INSTITUTIONAL CLASS Return Before Taxes 2.54% 7.76% Return After Taxes on Distributions1 -0.28% 5.01% Return After Taxes on Distributions and Sale of Fund Shares1 1.70% 5.05% LEHMAN HIGH YIELD INDEX2 1.87% 6.61% LIPPER HIGH CURRENT YIELD FUNDS INDEX2 2.13% 6.27% |
1 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans, qualified plans, education savings accounts such as 529 plans or individual retirement accounts. In some cases the after-tax returns may exceed the return before taxes due to an assumed tax benefit from any losses on the sale of Fund shares at the end of the measurement period.
2 Index returns reflect no deduction for fees, expenses or taxes. Since inception data for each index covers the period from the month-end closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES SECURITIZED ASSET FUND
INVESTMENT OBJECTIVE The Fund's investment objective is to seek a high level of current income consistent with capital preservation.
PRINCIPAL INVESTMENT STRATEGIES The Fund's investment adviser, Loomis, Sayles & Company, L.P. ("Loomis Sayles") seeks to achieve the Fund's objective by investing at least 80% of the Fund's net assets (plus any borrowings made for investment purposes) in a diversified portfolio of securitized assets, such as mortgage-backed and other asset-backed securities. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. Although under normal circumstances the Fund's investments are expected to consist primarily of mortgage-backed and other asset-backed securities similar to those in the Lehman Brothers Securitized Index, the Fund may invest in any type of asset-backed security. The Fund may only buy securities that are rated investment grade at the time of purchase by at least one of the three major rating agencies (such as Moody's Investors Service, Inc., Fitch Investor Services, Inc. or Standard and Poor's Rating Group) or, if unrated, are determined by Loomis Sayles to be of comparable quality. It is expected that a majority of the Fund's securities will be rated AAA or Aaa by at least one of the rating agencies. The Fund may continue to hold securities that are downgraded in quality subsequent to their purchase if Loomis Sayles believes it would be advantageous to do so. The Fund may invest in both fixed and floating rate instruments.
The following is a list of securities in which, among others, the Fund may
invest:
. Mortgage pass-through securities issued or guaranteed by agencies or
instrumentalities of the U.S. Government
. Collateralized mortgage obligations (CMOs) issued by agencies or
instrumentalities of the U.S. Government, as well as privately issued CMOs
. Commercial mortgage-backed securities
. Mortgage-related asset-backed securities (ABS) such as home equity loan ABS,
manufactured housing ABS and mortgage dollar rolls.
. Other ABS securities collateralized by assets such as automobile loans and
leases, equipment loans and leases, and credit card and other types of
receivables
Loomis Sayles uses a bottom-up, fundamental research process to select individual securities for the Fund. Loomis Sayles will seek to construct a portfolio with risk characteristics similar but not identical to the securities in the Lehman Brothers Securitized Index (the "Index"). Examples of typical risk characteristics that Loomis Sayles might consider include average life, credit quality, effective duration, yield curve exposure and sector exposure, among others. The portfolio will not necessarily exhibit similarities with the Index for some or all risk characteristics. It is currently anticipated that the Fund's effective duration will be within +/- 1 year of the effective duration of the Index.
The Fund may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts
(including on a "to be announced" basis) or by using investment techniques such as buybacks and dollar rolls.
The Fund's investments may also include the following: U.S. Government securities, corporate debt securities, zero-coupon securities, step coupon securities, commercial paper, structured notes, other mortgage-related securities (including stripped mortgage-backed securities and mortgage dollar rolls), when-issued securities, and repurchase agreements. The Fund may engage in options and futures transactions, swap transactions and other derivative transactions.
The Fund may engage in active and frequent trading of securities. Frequent trading may produce high transaction costs and a high level of taxable capital gains, which may lower the Fund's return.
The Fund is "non-diversified." As a non-diversified fund, the Fund may invest a greater percentage of its assets in a particular issuer and may invest in fewer issuers, as compared with other mutual funds that are diversified.
As a temporary defensive measure, the Fund may invest any portion of its assets in cash, and/or invest up to 100% of its assets in high quality debt securities or money market instruments of U.S. or foreign issuers. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goals. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially, or be otherwise unwilling or
unable to meet their obligations to the Fund. This risk is generally more
pronounced for funds that may invest a significant portion of their assets
in non-investment grade securities.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political or economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social, or economic
or currency changes or other issues related to foreign investing generally.
Although the Fund will invest only in U.S. dollar-denominated securities,
the value of these investments may be affected by changes in currency
exchange rates. The Fund's investments in foreign securities may be subject
to foreign withholding taxes. In that case, the Fund's yield on those
securities would be decreased.
. high yield securities risk - the risk associated with investing in high yield securities and unrated securities of similar quality (commonly known as "junk
bonds"), which may be subject to greater levels of interest rate, credit and liquidity risk than other securities. These securities are considered predominantly speculative with respect to the issuer's continuing ability to make principal and interest payments. In addition, an economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Fund's ability to sell them.
. inflation/deflation risk - inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the present value of future payments. Deflation risk is the risk that prices throughout the economy decline over time -- the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund's portfolio.
. interest rate risk - the risk that the value of the Fund's investments will fall if interest rates rise. Interest rate risk generally is greater for funds that invest in fixed-income securities with relatively longer durations than for funds that invest in fixed-income securities with shorter durations.
. issuer risk - the risk that the value of securities may decline due to a
number of reasons relating to the issuer, such as management performance,
financial leverage and reduced demand for the issuer's goods and services.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. lower-quality fixed-income securities risk - the risk that the Fund's investments in lower-quality fixed-income securities may be subject to fixed-income securities risk to a greater extent than in other fixed-income securities. An issuers to make principal and interest payments is predominantly speculative for lower-quality fixed-income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities.
. non-diversification risk - compared with other mutual funds, the Fund may invest a greater percentage of its assets in a particular issuer and may invest in fewer issuers. Therefore, the Fund may have more risk because changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a greater adverse impact on the Fund's net asset value.
. non-U.S. risk - the risk that the value of the Fund's non-U.S. investments
will fall as a result of non-U.S. political, social, or economic or currency
changes.
. Real estate investment trusts (REITs) risk - the risk that the value of the
Fund's investments will fall as a result of changes in underlying real
estate values, rising
interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
. small capitalization companies - small-cap companies tend to have more limited markets and resources, and less liquidity, than companies with larger market capitalizations. Consequently, the performance of securities issued by small-cap companies can be more volatile than, and perform differently from, large capitalization securities.
For additional information, see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing how the Fund's average annual returns for the one-year and since inception periods compared to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total return for Institutional Class shares for the calendar year since its first full year of operations.
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 1.99%, Third quarter of 2007, and the Fund's worst quarter was down 0.59%, Second quarter of 2007.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one-year and since inception periods compare to those of the Lehman Securitized Index, an unmanaged index of asset-backed securities, collateralized mortgage-backed securities (ERISA eligible) and fixed rate mortgage-backed securities. (the Fund's primary broad-based index). The returns of the Fund are also compared to the returns of the Lipper US Mortgage Funds Index, an unmanaged, equally weighted index of typically the 30 largest mutual funds within the US mortgage funds investment objective. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman Securitized
Index and the Lipper US Mortgage Funds Index returns have not been adjusted for ongoing, management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
------------------------------------------------------------------------------------ Since Inception 1 Year (03/02/06) ------------------------------------------------------------------------------------ LOOMIS SAYLES SECURITIZED ASSET FUND INSTITUTIONAL CLASS Return Before Taxes 5.06% 5.40% Return After Taxes on Distributions1 3.08% 3.62% Return After Taxes on Distributions and Sale of Fund Shares1 3.26% 3.56% LEHMAN SECURITIZED INDEX2 6.64% 6.04% LIPPER US MORTGAGE FUNDS INDEX2 5.24% 5.11% |
1 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. In some cases the after-tax returns may exceed
the return before taxes due to an assumed tax benefit from any losses on the
sale of Fund shares at the end of the measurement period.
2 Index returns reflect no deduction for fees, expenses or taxes. Since
inception data for each index covers the period from the month-end closest to
the Fund's inception date through December 31, 2007.
EXPENSES OF THE FUNDS
The following tables describe the fees and expenses that you would pay if you buy and hold shares of the Funds. The Funds do not impose a sales charge, a redemption fee, or an exchange fee.(1)
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM EACH FUND'S ASSETS, AS A PERCENTAGE OF DAILY
NET ASSETS)
TOTAL FEE ANNUAL REDUCTION/ DISTRIBUTION FUND EXPENSE MANAGEMENT (12B-1) OTHER OPERATING REIMBURSE- NET FEES* FEES EXPENSES EXPENSES MENT EXPENSES ---------------------------------------------------------------------------------------- LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND 0.41% 0.00% 0.27% 0.68% 0.68% 0.00% ---------------------------------------------------------------------------------------- LOOMIS SAYLES SECURITIZED ASSET FUND 0.21% 0.00% 0.14% 0.35% 0.35% 0.00% ---------------------------------------------------------------------------------------- |
* The amount under Management Fees reflects the approximate amount that would be required to compensate Loomis Sayles for providing investment advisory services to the Funds (not the advisory fees charged for the entire "wrap-fee" program or for the investor's separate account with Loomis Sayles), and the amount under Other Expenses reflects the amount of operating expenses of the Funds which are paid for by Loomis Sayles. See Note 1 below.
EXAMPLE
The following example translates the "Total Annual Fund Operating Expenses" column shown in the preceding table into dollar amounts. This example is intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds.
This example makes certain assumptions. It assumes that you invest $10,000 in each Fund for the time periods shown and then redeem all your shares at the end of those periods. This example also assumes that your investment has a 5% return each year, that each Fund's operating expenses remain the same and that all dividends and distributions are reinvested. Please remember that this example is hypothetical, so your actual costs and returns may be higher or lower, but based on these assumptions your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS ---------------------------------------------------------------------------- LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND $0 $0 $0 $0 ---------------------------------------------------------------------------- LOOMIS SAYLES SECURITIZED ASSET FUND $0 $0 $0 $0 ---------------------------------------------------------------------------- |
(1)The tables show net fees and expenses of each Fund as 0%, reflecting the fact that each Fund does not pay any advisory, administration or distribution and service fees, and that Loomis Sayles has agreed to pay certain expenses of each Fund. You should be aware, however, that shares of each Fund are available only to institutional investment advisory clients of Loomis Sayles and Natixis Asset Management Advisors, L.P. ("Natixis" Advisors") and to participants in certain approved "wrap-fee" programs sponsored by broker-dealers and investment advisers that may be affiliated or unaffiliated with the Funds, Loomis Sayles or Natixis Advisors. The institutional investment advisory clients of
Loomis Sayles and Natixis Advisors pay Loomis Sayles or Natixis Advisors a fee for their investment advisory services, while participants in "wrap fee" programs pay a "wrap" fee to the program's sponsor. The "wrap fee" program sponsors in turn pay fees to Natixis Advisors. "Wrap fee" program participants should read carefully the wrap-fee brochure provided to them by their program's sponsor. The brochure is required to include information about the fees charged by the "wrap fee" program sponsor and the fees paid by such sponsor to Natixis Advisors. Investors pay no additional fees or expenses to purchase shares of the Funds. Investors will, however, indirectly pay a proportionate share of those costs, such as brokerage commissions, taxes and extraordinary expenses that are borne by the Funds through a reduction in their net asset value. See the section "Management - Investment Adviser".
A "snapshot" of the Funds' investments may be found in the Funds' annual and semiannual reports. In addition, a list of the Funds' full portfolio holdings, which is updated monthly after an aging period of at least 30 days, will be available on the Funds' website at www.loomissayles.com (click on "Products", "Institutional", "Fixed Income" and then select the name of the Fund whose holdings you wish to view from the bottom left-hand corner). These holdings will remain accessible on the website until the Funds file their respective Form N-CSR or Form N-Q with the SEC for the period that includes the date of the information. Please see the back cover of this Prospectus for more information on obtaining a copy of the Fund's current annual or semiannual report.
SUMMARY OF PRINCIPAL RISKS
This section provides more information on the principal risks that may affect the Funds' portfolios. In seeking to achieve their investment goals, the Funds may also invest in various types of securities and engage in various investment practices which are not the principal focus of the Funds and therefore are not described in this Prospectus. These securities and investment practices and their associated risks are discussed in the Funds' Statement of Additional Information ("SAI"), which is available without charge upon request. (See back cover.)
Each Fund may borrow money for temporary or emergency purposes in accordance with its investment restrictions.
CREDIT RISK
This is the risk that the issuer or the guarantor of a fixed-income security, or the counterparty to an over-the-counter transaction, will be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. Each Fund may be subject to credit risk to the extent that it invests in fixed-income securities or is a party to over-the-counter transactions.
Funds that may invest in lower-rated fixed-income securities ("junk bonds") are subject to greater credit risk and market risk than Funds that invest in higher-quality fixed-income securities. Lower-rated fixed-income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments.
Funds that invest in fixed-income securities issued in connection with corporate restructurings by highly-leveraged issuers or in fixed-income securities that are not current in the payment of interest or principal (i.e., in default) which may be subject to greater credit risk.
Funds that invest in non-U.S. securities are subject to increased credit risk, for example, because of the difficulties of requiring non-U.S. entities to honor their contractual commitments and because a number of non-U.S. governments and other issuers are already in default.
CURRENCY RISK
This is the risk that fluctuations in exchange rates between the U.S. dollar and non-U.S. currencies may cause the value of a Fund's investments to decline. Funds that may invest in securities denominated in, or receive revenues in, non-U.S. currency are subject to currency risk.
DERIVATIVES RISK
Each Fund may use derivatives, which are financial contracts whose value depends upon or is derived from the value of an underlying asset, reference rate, or index.
Examples of derivatives include options, futures, swap transactions, foreign transactions and foreign currency transactions. The Funds may use derivatives as part of a strategy designed to reduce other risks ("hedging"). A Fund also may use derivatives to earn income, enhance yield, or broaden the Fund's diversification. This use of derivatives for these purposes entails greater risk than using derivatives solely for hedging purposes. Funds that use derivatives also face additional risks, such as liquidity risk, the credit risk relating to the other party to a derivative contract, the risk of difficulties in pricing and valuation, and the risk that changes in the value of a derivative may not correlate perfectly with relevant assets, rates, or indices. The portfolio managers expect to use futures for, among other things, managing duration of a Fund's portfolio.
EMERGING MARKETS RISK
Economic And Political Risks. Emerging market countries often experience instability in their political and economic structures. Government actions could have a significant impact on the economic conditions in such countries, which in turn would affect the value and liquidity of the assets of a Fund invested in emerging markets securities. Specific risks that could decrease the Fund's return include seizure of a company's assets, restrictions imposed on payments as a result of blockages on foreign currency exchanges and unanticipated social or political occurrences.
The ability of the government of an emerging market country to make timely payments on its debt obligations will depend on many factors, including the extent of its reserves, fluctuations in interest rates, and access to international credits and investments. A country that has non-diversified exports or relies on certain key imports will be subject to greater fluctuations in the pricing of those commodities. Failure to generate sufficient earnings from foreign trade will make it difficult for an emerging market country to service its foreign debt.
Companies trading in developing securities markets are generally smaller and have shorter operating histories than companies in developed markets. Foreign investors may be required to register the proceeds of sales. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed more often than settlement of securities transactions in the U.S. Disruptions resulting from social and political factors may cause the securities markets in emerging markets to close. If extended closing were to occur, the liquidity and value of the Fund's assets invested in corporate debt obligations of emerging market companies would decline.
Investment Controls; Repatriation. Foreign investment in emerging market country debt securities is restricted or controlled to varying degrees. These restrictions may at times limit or preclude foreign investment in certain emerging market country debt securities. Certain emerging market countries require government approval before investments by foreign persons, limit the amount of investments by foreign persons in a particular issuer, limit investments by foreign persons only to specific class of securities of an issuer that may have a less advantageous rights than the
classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.
Emerging market countries may require governmental approval for the repatriation of investment income, capital or proceeds of sale of securities by foreign investors. In addition, if a deterioration occurs in an emerging market country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Funds could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Funds of any restrictions on investments. Investing in local markets in emerging market countries may require the Funds to adopt special procedures, seek local governmental approvals or take other actions, each of which may involve additional costs to the Funds.
FOREIGN RISK
This is the risk associated with investments in issuers located in foreign countries. The High Income Opportunities Fund is subject to this risk because it may invest up to 40% of its assets in securities of non-U.S. issuers. The Fund's investments in foreign securities may be less liquid and may experience more rapid and extreme changes in value than investments in securities of U.S. companies.
The securities markets of many foreign countries are relatively small, with a limited number of issuers and a small number of securities. In addition, foreign companies often are not subject to the same degree of regulation as U.S. companies. Reporting, accounting, and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Among other things, nationalization, expropriation or confiscatory taxation, currency blockage, political changes, or diplomatic developments can cause the value of the Fund's investments in a foreign country to decline. In the event of nationalization, expropriation, or other confiscation, a fund that invests in foreign securities could lose its entire investment.
As described further under "Emerging Markets Risk" above, funds that invest in emerging markets may face greater foreign risk since emerging markets countries may be more likely to experience political and economic instability, and generally are subject to a greater degree to the risks generally applicable to foreign securities.
Although the Funds will invest only in U.S. dollar-denominated securities, the value of these securities may be adversely affected by changes in currency exchange rates.
NON DIVERSIFICATION RISK
Compared with other mutual funds, each Fund may invest a greater percentage of its assets in a particular issuer and may invest in fewer issuers. Therefore, each Fund may have more risk because changes in the value of a single security or the impact
of a single economic, political or regulatory occurrence may have a greater adverse impact on the Fund's net asset value.
HIGH YIELD SECURITIES RISK
High yield securities are generally below investment grade quality. To be considered below investment grade quality, none of the three major rating agencies (Moody's, Fitch & S&P) must have rated the security in one of their respective top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality. These lower-rated securities, commonly known as "junk bonds," may be considered speculative with respect to the issuer's continuing ability to make principal and interest payments. Analysis of the creditworthiness of issuers of lower-rated securities may be more complex than for issuers of higher quality debt securities, and the Fund's ability to achieve its investment objectives may, to the extent the Fund invests in lower-rated securities, be more dependent upon Loomis Sayles' credit analysis than would be the case if the Fund were investing in higher quality securities. The issuers of these securities may be in default or have a currently identifiable vulnerability to default on their payments of principal and interest, or may otherwise be subject to present elements of danger with respect to payments of principal or interest. However, the Fund will not invest in securities that are in default as to payment of principal and interest at the time of purchase.
Lower-rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities.
The prices of lower-rated securities have been found to generally be less sensitive to interest-rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the Fund may incur additional expenses to seek recovery.
The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. A lack of liquidity in the secondary trading markets could adversely affect the price at which the Fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the Fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities generally.
It is reasonable to expect that any adverse economic condition could disrupt the market for lower-rated securities, have an adverse impact on the value of such securities, and adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon. New laws and proposed new laws may adversely impact the market for lower-rated securities.
INFLATION/DEFLATION RISK
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the present value of future payments. Deflation risk is the risk that prices throughout the economy decline over time -- the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of a Fund's portfolio.
INTEREST RATE RISK
This is the risk that changes in interest rates will affect the value of a Fund's investments in fixed-income securities, such as bonds, notes, asset-backed securities, and other income producing securities. Fixed-income securities are obligations of the issuer to make payments of principal and/or interest on future dates. Increases in interest rates may cause the value of a Fund's investments to decline.
Even funds that generally invest a significant portion of their assets in high quality fixed-income securities are subject to interest rate risk. Interest rate risk is greater for funds, such Funds, that generally invest a significant portion of their respective assets in lower rated fixed-income securities or comparable unrated securities.
The Funds will be subject to increased interest rate risk to the extent that they invest in fixed-income securities with longer maturities or durations, as compared to if they invested in fixed-income securities with shorter maturities or durations.
Interest rate risk is compounded for funds that invest a significant portion of their assets in mortgage-related or other asset-backed securities because the value of mortgage-related securities and asset-backed securities generally is more sensitive to changes in interest rates than other types of fixed-income securities. When interest rates rise, the maturities of mortgage-related and asset-backed securities tend to lengthen, and the value of the securities decreases more significantly. In addition, these types of securities are subject to prepayment when interest rates fall, which generally results in lower returns because funds that hold these types of securities must reinvest assets, previously invested in these types of securities in fixed-income securities with lower interest rates.
The Funds also face increased interest rate risk when they invest in interest-only securities or fixed-income securities paying no current interest, such as zero-coupon securities, principal-only securities, and fixed-income securities paying non-cash interest in the form of other fixed-income securities.
ISSUER RISK
The value of a Fund's investments may decline for a number of reasons which directly relate to an issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services. Because asset-backed securities
are typically pools of other securities or assets, this risk also relates to the issuer of securities backing the asset-backed securities in which the Fund invests.
LEVERAGING RISK
When a Fund borrows money or otherwise leverages its portfolio, the value of an investment in the Fund will be more volatile, and all other risks are generally compounded. A Fund will face this risk if it creates leverage by using investments such as repurchase agreements, inverse floating rate instruments or derivatives, or by borrowing money.
LIQUIDITY RISK
Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling these illiquid securities at the price or at the time desired. Liquidity issues can also make it difficult to value a Fund's investments, which also could have an effect on net asset value. Derivatives and securities that involve substantial interest rate risk or credit risk tend to involve greater liquidity risk. In addition, liquidity risk tends to increase to the extent the Fund invests in securities whose sale may be restricted by law or by contract, such as Rule 144A securities.
MANAGEMENT RISK
Management risk is the risk that Loomis Sayles' investment techniques could fail to achieve a Fund's objective and could cause your investment in a Fund to lose value. The Funds are subject to management risk because they are actively managed by Loomis Sayles. Loomis Sayles will apply its investment techniques and risk analyses in making investment decisions for each Fund, but there can be no guarantee that Loomis Sayles' decisions will produce the desired results. For example, securities that Loomis Sayles expects may appreciate in value may in fact decline. Similarly, in some cases derivative and other investment techniques may be unavailable or Loomis Sayles may determine not to use them, even under market conditions where their use could have benefited a Fund.
MARKET RISK
Market risk is the risk that the value of a Fund's investments will change as financial markets fluctuate and that prices overall may decline. The value of a company's securities may fall as a result of factors that directly relate to that company, such as decisions made by its management or lower demand for the company's products or services. A security's value also may fall because of factors affecting not just the issuer of a security, but other companies in its industry or in a number of different industries, such as increases in production costs. The value of a Fund's securities also may be affected by changes in financial market or other economic conditions, such as changes in interest rates or currency exchange rates. In addition, a company's stock generally
pays dividends only after the company makes required payments to holders of its bonds or other debt. For this reason, the value of the stock will usually react more strongly than bonds and other fixed-income securities to actual or perceived changes in the company's financial condition or prospects. Market risk tends to be greater when a Fund invests in fixed-income securities with longer maturities. Securities issued in initial public offerings ("IPOs") tend to involve greater market risk than other equity securities due, in part, to public perception and the lack of publicly available information and trading history. This may impact a Fund's performance and result in higher portfolio turnover, which may increase the tax liability to shareholders and the brokerage expenses incurred by the Fund.
MORTGAGE-RELATED SECURITIES RISK
Mortgage-related securities, such as Government National Mortgage Association certificates or securities issued by the Federal National Mortgage Association, differ from traditional fixed-income securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment rate will reduce yield to maturity, and a slower-than-expected prepayment rate will increase yield to maturity. If a Fund purchases mortgage-related securities at a discount, faster-than-expected prepayments will increase, and slower-than-expected prepayments will reduce, yield to maturity. Prepayments and resulting amounts available for reinvestment by the Funds, are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if the premium has not been fully amortized at the time of prepayment. These securities will decrease in value as a result of increases in interest rates generally, and they are likely to appreciate less than other fixed-income securities when interest rates decline because of the risk of prepayments.
MORTGAGE DOLLAR ROLLS RISK
A mortgage dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes. A Fund will segregate assets determined to be liquid in an amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss that are different from those related to the securities underlying the transactions. A Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. Since the counterparty in the transaction is required to deliver a similar, but not identical, security to a Fund, the security that a Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that a Fund's use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
REITS RISK
REAL ESTATE INVESTMENT TRUSTS ("REITS") RISK: The real estate industry is particularly sensitive to economic downturns. Securities of companies in the real estate industry, including REITs, are sensitive to factors such as changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws. In addition, the value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon cash flow from their investments to repay financing costs and also on the ability of the REITs' managers. The Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, (the "Code") and failing to maintain their exemptions from registration under the Investment Company Act of 1940, as amended (the "1940 Act").
REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than more widely-held securities.
A Fund's investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from REITs will not qualify for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income.
REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS
Under a repurchase agreement, a Fund purchases a security and obtains a simultaneous commitment from the seller (a bank or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed upon price and date (usually seven days or less from the date of original purchase). The resale price is in excess of the purchase price and reflects an agreed upon market rate of interest unrelated to the coupon rate on the purchased security. Such transactions afford the Fund the opportunity to earn a return on its cash at what is expected to be minimal market risk. There is a risk that the seller may fail to repurchase the underlying security. In such event, the Fund would attempt to exercise rights with respect to the underlying security, including possible disposition in the market. However, the Fund may be subject to various delays and risks of loss, including possible declines in the value of the underlying security, possible reduced levels of income, inability to enforce rights and expenses involved in attempted enforcement. Repurchase agreements maturing in more than seven days may be considered illiquid securities.
The Funds may enter into reverse repurchase agreements, subject to each Fund's respective limitations on borrowings. A reverse repurchase agreement involves the sale of a security by a fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes. The Funds will segregate assets determined to be liquid by Loomis Sayles to cover their obligations under reverse repurchase agreements. Reverse repurchase agreements and other forms of borrowings may create leveraging risk for the Funds.
SECURITIES LENDING
The Funds may lend a portion of their portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. Please see "Investment Strategies" in the SAI for details. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. Investments of cash collateral may also lose value or become illiquid, although each Fund remains obligated to return the collateral amount to the buyer upon termination or maturity of the securities loan, and may realize losses on the collateral investments or be required to liquidate other portfolio securities to satisfy its obligations. A Fund may pay lending fees to the party arranging the loan.
SMALLER CAPITALIZATION COMPANIES RISK
The general risks associated with corporate income-producing securities are particularly pronounced for securities issued by companies with smaller market capitalizations. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. As a result, they may be subject to greater levels of credit, market and issuer risk. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities and their values may fluctuate more sharply than other securities. Further, securities of smaller companies may perform differently in different cycles than larger company securities. Companies with medium-sized market capitalizations may have risks similar to those of smaller companies.
STRUCTURED NOTES
The Funds may invest in structured notes, which are derivative debt instruments with principal and/or interest payments linked to the value of a commodity, a foreign currency, an index of securities, an interest rate, or other financial indicators ("reference instruments"). The payments on a structured note may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared to a fixed interest rate, the exchange rates between two currencies or a securities or commodities index. A structured note may be positively or negatively
indexed. For example, its principal amount and/or interest rate may increase or decrease if the value of the reference instrument increases, depending upon the terms of the instrument. The change in the principal amount payable with respect to, or the interest rate of, a structured note may be a multiple of the percentage change (positive or negative) in the value of the underlying reference instrument or instruments. Structured notes can be used to increase a Fund's exposure to changes in the value of assets or to hedge the risks of other investments that a Fund holds.
Investment in structured notes involves certain risks, including the risk that the issuer may be unable or unwilling to satisfy its obligations to pay principal or interest, which are separate from the risk that the note's reference instruments may move in a manner that is disadvantageous to the holder of the note. Structured notes, which are often illiquid, are also subject to additional risks, such as market risk, liquidity risk, and interest rate risk. The terms of certain structured notes may provide that a decline in the reference instrument may result in the interest rate or principal amount being reduced to zero. Structured notes may be more volatile than the underlying reference instruments or traditional debt instruments.
TRANSACTIONS WITH OTHER INVESTMENT COMPANIES
Pursuant to SEC exemptive relief, the Funds may be permitted to invest their daily cash balances in shares of money market and short-term bond funds advised by Natixis Asset Management Advisors, L.P. (an affiliate of Loomis Sayles) ("Natixis Advisors") or its affiliates ("Central Funds"). The Central Funds currently include the Natixis Cash Management Trust-Money Market Series, Institutional Daily Income Fund, Cortland Trust, Inc., and Short Term Income Fund, Inc. Each Central Fund is advised by Reich & Tang Asset Management, LLC ("Reich & Tang"), except for Natixis Cash Management Trust-Money Market Series, which is advised by Natixis Advisors and sub-advised by Reich & Tang. Because Loomis Sayles, Natixis Advisors and Reich & Tang are each subsidiaries of Natixis Asset Management US Group, L.P. ("Natixis Asset Management US Group") (formerly IXIS Asset Management North America, L.P.), the Funds and the Central Funds may be considered to be related companies comprising a "group of investment companies" under the 1940 Act.
Pursuant to such exemptive relief, the Funds may also borrow and lend money for temporary or emergency purposes directly to and from other funds through an interfund credit facility. In addition to the Funds and the Central Funds, series of the following mutual fund groups may also be able to participate in the facility: Natixis Funds Trust I (except the CGM Advisor Targeted Equity Fund series), Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Harris Associates Investment Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Gateway Trust. The advisers and subadvisers to these mutual funds currently include Natixis Advisors, Reich & Tang, Loomis Sayles, AEW Management and Advisors, L.P., Dreman Value Management, LLC ("Dreman"), Gateway Investment Advisors, LLC, Harris Associates L.P., Hansberger Global Investors, Inc., BlackRock Investment Management, LLC ("BlackRock"), Vaughan Nelson
Investment Management, L.P., Westpeak Global Advisors, L.P. and Gateway Investment Advisers, LLC. Each of these advisers and subadvisers (except for Dreman and BlackRock) are subsidiaries of Natixis Asset Management US Group and are thus "affiliated persons" under the 1940 Act by reason of being under common control by Natixis Asset Management US Group. In addition, because the Funds, and other funds, are advised by firms that are affiliated with one another, they may be considered to be related companies comprising a "group of investment companies" under the 1940 Act. The Central Funds will participate in the Credit Facility only as lenders. Participation in such an interfund lending program would be voluntary for both borrowing and lending funds, and a Fund would participate in an interfund lending program only if the Board of Trustees determined that doing so would benefit the Funds. Should a Fund participate in such an interfund lending program, the Board of Trustees would establish procedures for the operation of the program by the advisers or an affiliate. The Funds may engage in the transactions described above without further notice to shareholders.
MANAGEMENT
INVESTMENT ADVISER
Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, serves as the investment adviser to the Funds. Loomis Sayles is a subsidiary of Natixis Asset Management US Group which is part of Natixis Asset Management Group, an international asset management group based in Paris, France. Founded in 1926, Loomis Sayles is one of the oldest investment firms in the U.S. with over $129.9 billion in assets under management as of December 31, 2007. Loomis Sayles is well known for its professional research staff, which is one of the largest in the industry. Loomis Sayles is responsible for making investment decisions for each Fund and for providing general business management and administration to each Fund.
As previously described in the "Expenses of the Funds" section, an investor will either pay a "wrap" fee to the program sponsor and such sponsor will pay a fee to Natixis Advisors, or the investor, such as an institutional client of Loomis Sayles or Natixis Advisors, will pay a fee to Loomis Sayles or Natixis Advisors under a separate client agreement for advisory services. The Funds do not pay Loomis Sayles a monthly investment advisory fee, also known as management fees, for investment advisory services and, except as described below, Loomis Sayles pays the other ordinary expenses of the Funds.
The Funds are each a series of Loomis Sayles Funds I (the "Trust"). The Trust and not Loomis Sayles or its affiliates, will pay the following expenses: taxes payable by the Trust to federal, state or other governmental agencies; extraordinary expenses as may arise, including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust or the Funds to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; brokerage fees and commissions (including dealer markups) and transfer taxes chargeable to the Trust in connection with the purchase and sale of portfolio securities for the Funds; costs, including any interest expenses, of borrowing money; costs of hedging transactions; costs of lending portfolio securities; and any expenses indirectly incurred through investments in other pooled investment vehicles.
A discussion of the factors considered by the Funds' Board of Trustees in approving the Fund's investment advisory contracts is available in the Funds' annual report for the fiscal year ended September 30, 2007.
PORTFOLIO MANAGERS
The following persons have had primary responsibility for the day-to-day management of each indicated Fund's portfolio since the date stated below. Except where noted, each portfolio manager has been employed by Loomis Sayles for at least five years.
Matthew J. Eagan
Matthew J. Eagan has served as portfolio manager of the LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND since its inception. Mr. Eagan serves as Vice President and Portfolio Manager of Loomis Sayles. He has over 18 years of investment experience. Mr. Eagan joined Loomis Sayles in 1997. Mr. Eagan received a B.A. from Northeastern University and an M.B.A. from Boston University and holds the designation of Chartered Financial Analyst.
Daniel J. Fuss
Daniel J. Fuss has served as portfolio manager of the LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND since its inception. Mr. Fuss has been at Loomis Sayles since 1976 and is currently a Vice Chairman, Director and Managing Partner. He has over 49 years of investment experience. He graduated from Marquette University (B.S. and M.B.A.) and holds the designation of Chartered Financial Analyst.
Kathleen C. Gaffney
Kathleen C. Gaffney has served as portfolio manager of the LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND since its inception. Ms. Gaffney joined Loomis Sayles in 1984. She received a B.A. from the University of Massachusetts at Amherst and has over 23 years of investment experience. She also holds the designation of Chartered Financial Analyst.
Fan Hu
Fan Hu has served as portfolio manager of the LOOMIS SAYLES SECURITIZED ASSET FUND since April 2006. Ms. Hu, Vice President of Loomis Sayles, began her investment career in 1997 and joined Loomis Sayles in 2006. Prior to joining Loomis Sayles, Ms. Hu was Vice President and mortgage-backed securities strategist at Columbia Management Group (or its predecessor) from 1998 to 2006. She received a B.A. from Nankai University in Tianjin, China, an M.S. from Montana State University and a Ph.D. from North Carolina State University. Ms. Hu is a Chartered Financial Analyst and has over 10 years of investment experience.
Clifton V. Rowe
Clifton V. Rowe has served as portfolio manager of the LOOMIS SAYLES SECURITIZED ASSET FUND since its inception. Mr. Rowe joined Loomis Sayles in 1992 and has over 16 years of investment experience. Prior to serving as a portfolio manager, Mr. Rowe was a trader with Loomis Sayles. Mr. Rowe received a B.B.A. from James Madison University and an M.B.A. from the University of Chicago. He holds the designation of Chartered Financial Analyst.
Elaine M. Stokes
Elaine M. Stokes has served as portfolio manager of the LOOMIS SAYLES HIGH INCOME OPPORTUNITIES FUND since its inception. Ms. Stokes serves as a Vice President and Portfolio Manager of Loomis Sayles. She has over 20 years of investment experience. Ms. Stokes joined Loomis Sayles in 1988. She received a B.S. from St. Michael's College.
Please see the SAI for information on Portfolio Manager compensation, other accounts under management by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Funds.
GENERAL INFORMATION
HOW FUND SHARES ARE PRICED
"Net asset value" ("NAV") is the price of one share of a Fund without a sales charge and is calculated each business day using this formula:
TOTAL MARKET VALUE OF SECURITIES + CASH AND OTHER ASSETS - LIABILITIES NET ASSET VALUE = ---------------------------------------------------------------------- NUMBER OF OUTSTANDING SHARES |
The net asset value of Fund shares is determined pursuant to policies and procedures approved by the Fund's Board of Trustees as summarized below:
. A share's net asset value is determined at the close of regular trading on
the NYSE on the days the NYSE is open for trading. This is normally 4:00
p.m. Eastern time. A Fund's shares will not be priced on the days on which
the NYSE is closed for trading. In addition, a Fund's shares will not be
priced on the holidays listed in the SAI. See the section "Net Asset Value"
in the SAI for more details.
. The price you pay for purchasing, redeeming or exchanging a share will be based upon the net asset value next calculated (plus or minus applicable sales charges as described earlier in this Prospectus) after your order is received "in good order."1
. Requests received by the Funds after the NYSE closes will be processed based
upon the net asset value determined at the close of regular trading on the
next day that the NYSE is open. The price you pay for purchasing, redeeming
or exchanging a share will be based upon the net asset value next calculated
after your order is received by the transfer agents "in good order." If the
transfer agent receives the order in good order by 4:00 p.m. Eastern time,
the shareholder will receive that day's net asset value. Under limited
circumstances, the Distributor may enter into contractual agreements
pursuant to which orders received by your investment dealer before the Fund
determines its net asset value and transmitted to the Distributor prior to
9:30 a.m. on the next business day are processed at the net asset value
determined on the day the order was received by your investment dealer.
PLEASE CONTACT YOUR INVESTMENT DEALER TO DETERMINE WHETHER IT HAS ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT. IF YOUR INVESTMENT DEALER HAS NOT ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT, YOUR ORDER WILL BE PROCESSED AT THE NET
ASSET VALUE NEXT DETERMINED AFTER YOUR INVESTMENT DEALER SUBMITS THE ORDER
TO THE FUND.
. A Fund significantly invested in foreign securities may have net asset value changes on days when you cannot buy or sell its shares.
1 Please see the section, "How to Purchase Shares", which provides additional information regarding who can receive a purchase order.
Generally, during times of substantial economic or market change, it may be difficult to place your order by phone. During these times, you may deliver your order in person to the Fund or send your order by mail as described in the sections "How to Purchase Shares" and "How to Redeem Shares."
Generally, Fund securities are valued as follows:
. EQUITY SECURITIES -- market price or as provided by a pricing service if market price is unavailable.
. DEBT SECURITIES (OTHER THAN SHORT-TERM OBLIGATIONS) -- based upon pricing service valuations, which determine valuations for normal, institutional-size trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
. SHORT-TERM OBLIGATIONS (PURCHASED WITH AN ORIGINAL OR REMAINING MATURITY OF LESS THAN 60 DAYS) -- amortized cost (which approximates market value).
. SECURITIES TRADED ON FOREIGN EXCHANGES -- market price on the non-U.S. exchange, unless a Fund believes that an occurrence after the close of that exchange will materially affect the security's value. In that case, the security may be fair valued at the time a Fund determines its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing its securities, a Fund may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time the Fund's net asset value is calculated.
. OPTIONS -- The Funds generally value exchange traded options at the average of the closing bid and asked quotations.
. FUTURES -- unrealized gain or loss on the contract using current settlement price. When a settlement price is not used, futures contracts will be valued at their fair value as determined by or pursuant to procedures approved by the Board of Trustees.
. ALL OTHER SECURITIES -- fair market value as determined by Loomis Sayles pursuant to procedures approved by the Board of Trustees.
As described above, if market prices are not readily available for a security, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value (which is the amount that a Fund might reasonably expect to receive from a current sale of the security in the ordinary course of business). A Fund may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the close of the NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a
delisting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets). Fair value pricing may require subjective determinations about the value of a security, and fair values used to determine a Fund's net asset value may differ from quoted or published prices, or from prices that are used by others, for the same securities. In addition, the use of fair value pricing may not always result in adjustments to the prices of securities held by a Fund.
HOW TO PURCHASE SHARES
An investor may purchase Fund shares at net asset value without a sales charge or other fee.
SHARES OF THE FUNDS ARE OFFERED EXCLUSIVELY TO INVESTORS IN "WRAP FEE" PROGRAMS APPROVED BY NATIXIS ADVISORS AND/OR LOOMIS SAYLES AND TO INSTITUTIONAL ADVISORY CLIENTS OF LOOMIS SAYLES OR NATIXIS ADVISORS THAT, IN EACH CASE, MEET THE FUNDS' POLICIES AS ESTABLISHED BY LOOMIS SAYLES.
A purchase order received by Boston Financial Data Services, Inc., the Funds' transfer agent (the "Transfer Agent"), prior to the close of regular trading on the NYSE (normally 4:00 p.m., eastern time), on a day the Funds are open for business, will be effected at that day's net asset value. An order received after the close of regular trading on the NYSE will be effected at the net asset value determined on the next business day. The Funds are "open for business" on each day the NYSE is open for trading. Purchase orders will be accepted only on days on which the Funds are open for business.
Additional shares can be purchased if authorized by Natixis Advisors or Loomis Sayles and payment must be wired in federal funds to the Transfer Agent except when shares are purchased in exchange for securities acceptable to the Fund.
Purchases of a Fund's shares will normally be made only in full shares, but may be made in fractional shares under certain circumstances. Certificates for shares will not be issued. The payment for shares to be purchased shall be wired to the Transfer Agent.
Subject to the approval of each Fund, an investor may purchase Institutional Class shares of the Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's valuation policies. These transactions will be effected only if Loomis Sayles deems the security to be an appropriate investment for the Fund. Assets purchased by a Fund in such a transaction will be valued in accordance with
procedures adopted by the Fund. Each Fund reserves the right to amend or terminate this practice at any time.
Please see the section "Restrictions on Buying and Selling Shares" below for more information.
HOW TO REDEEM SHARES
Shares normally can be redeemed only through the shareholder's wrap program sponsor for shareholders owning shares through wrap accounts or by contacting Loomis Sayles, Natixis Advisors or the Transfer Agent for non-wrap program shareholders.
Redemption requests for Fund shares are effected at the net asset value per share next determined after receipt of a redemption request by the Transfer Agent. A redemption request received by the Transfer Agent prior to the close of regular trading on the NYSE, on a day the Funds are open for business, is effected at that day's net asset value. A redemption request received after that time is effected at the next business day's net asset value per share. Redemption proceeds normally will be wired within one business day after the redemption request, but may take up to seven business days. Redemption proceeds will be sent by wire only. The Funds may suspend the right of redemption or postpone the payment date at times when the NYSE is closed, or during certain other periods as permitted under the federal securities laws.
The Funds and the Distributor reserve the right to redeem shares of any shareholder investing through a wrap program at the then-current value of such shares (which will be paid promptly to the shareholder) if the wrap sponsor is no longer approved by Loomis Sayles or Natixis Advisors. The sponsor will receive advance notice of any such mandatory redemption. Similarly, the Funds and the Distributor may redeem shares of any shareholder who no longer participates in an approved wrap program (for example, by withdrawing from the program). The Funds and the Distributor each reserve the right to redeem any shareholder for which Loomis Sayles or Natixis Advisors ceases to act as investment adviser. In addition, the Funds and the Distributor each reserve the right to redeem any shareholder if the shareholder's continued investment in the Funds becomes inconsistent with each Fund's policies, as established by Loomis Sayles.
It is highly unlikely that shares would ever be redeemed in kind. However, in consideration of the best interests of the remaining investors, each Fund reserves the right to pay any redemption proceeds exceeding this amount in whole or in part by a distribution in kind of securities held by the Funds in lieu of cash. When shares are redeemed in kind, the redeeming registered investment adviser should expect to incur transaction costs upon the disposition of the securities received in the distribution. Each Fund agrees to redeem shares solely in cash up to the lesser of $250,000 or 1% of each Fund's net assets during any 90-day period for any one registered investment adviser.
OTHER PURCHASE AND REDEMPTION INFORMATION
Each Fund reserves the right to create investment minimums in its sole discretion.
The Funds will accept accounts only from U.S. citizens with a U.S. address or resident aliens with a U.S. address and a U.S. taxpayer identification number.
The Funds are required by federal regulations to obtain certain personal information from an investor and to use that information to verify an investor's identity. A Fund may not be able to open an investor's account if the requested information is not provided to the Fund or its delegate. THE FUNDS RESERVE THE RIGHT TO REFUSE TO OPEN AN ACCOUNT, CLOSE AN ACCOUNT AND REDEEM YOUR SHARES AT THE THEN CURRENT PRICE OR TAKE OTHER SUCH STEPS THAT THE FUNDS DEEM NECESSARY TO COMPLY WITH FEDERAL REGULATIONS IF AN INVESTOR'S IDENTITY IS NOT VERIFIED.
RESTRICTIONS ON BUYING AND SELLING SHARES
Frequent purchases and redemptions of a Fund's shares by shareholders may present certain risks for other shareholders in the Funds. This includes the risk of diluting the value of a Fund's shares held by long-term shareholders, interfering with the efficient management of a Fund's portfolio, and increasing brokerage and administrative costs. Funds investing in securities that require special valuation processes (such as foreign securities, high yield securities, or small cap securities) may also have increased exposure to these risks. The Funds discourage excessive, short-term trading that may be detrimental to the Funds and their shareholders. The Funds' Board of Trustees has adopted the following policies to address and discourage such trading.
Each Fund reserves the right to suspend or change the terms of purchasing or exchanging shares. Each Fund and the Distributor reserve the right to reject any purchase or exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive to the management of the Fund. A shareholder whose exchange order has been rejected may still redeem its shares by submitting a redemption request as described under "How to Redeem Shares."
LIMITS ON FREQUENT TRADING Without limiting the right of each Fund and the Distributor to reject any purchase or exchange order, each Fund and the Distributor may (but are not obligated to) restrict purchases and exchanges for the accounts of "market timers." An account may be deemed to be one of a market timer if it makes two "round trips" in a Fund over a 90-day interval, as determined by the Fund. A "round trip" is a purchase (including a purchase by exchange) into a Fund followed by a redemption (including a redemption by exchange) of any amount out of the same Fund. The above limits are applicable whether you hold shares directly with a Fund or indirectly through a financial intermediary, such as a broker, bank, investment adviser, recordkeeper for retirement plan participants, or other third party. The preceding is not an exclusive description of activities that the Funds and the Distributor may consider to be "market timing."
Notwithstanding the above, certain financial intermediaries may monitor and restrict the frequency of purchase and redemption transactions in a manner different from that described above. The policies of these intermediaries may be more or less restrictive than the generally applicable policies described above. The Fund may choose to rely on a financial intermediary's restrictions on frequent trading in place of the Fund's own restrictions if the Fund determines, in its discretion, that the financial intermediary's restrictions provide reasonable protection for the Fund from excessive short-term trading activity. Please contact your financial representative for additional information regarding their policies for limiting the frequent trading of Fund shares.
TRADE ACTIVITY MONITORING Trading activity is monitored selectively on a daily basis in an effort to detect excessive short-term trading activities. If a Fund or the Distributor believes that a shareholder or financial intermediary has engaged in market timing or other excessive, short-term trading activity, it may, in its discretion, request that the shareholder or financial intermediary stop such activities or refuse to process purchases or exchanges in the accounts. In its discretion, each Fund or the Distributor may restrict or prohibit transactions by such identified shareholders or intermediaries. In making such judgments, the Funds and the Distributor seek to act in a manner that they believe is consistent with the best interests of all shareholders. The Funds and the Distributor also reserve the right to notify financial intermediaries of the shareholder's trading activity.
ACCOUNTS HELD BY FINANCIAL INTERMEDIARIES. The ability of a Fund and the Distributor to monitor trades that are placed by omnibus or other nominee accounts is more limited in those instances in which the financial intermediary maintains the record of a Fund's underlying beneficial owners. In general, each Fund and the Distributor will review trading activity at the omnibus account level. If a Fund and the Distributor detect suspicious activity, they may request and receive personal identifying information and transaction histories for some or all underlying shareholders (including plan participants) to determine whether such shareholders have engaged in market timing or other excessive, short-term trading activity. If a Fund believes that a shareholder has engaged in market timing or other excessive, short-term trading activity in violation of the Fund's policies through an omnibus account, the Fund will attempt to limit transactions by the underlying shareholder which engaged in such trading, although it may be unable to do so. The Fund may also limit or prohibit additional purchases of Fund shares by an intermediary. Investors should not assume that the Funds will be able to detect or prevent all market timing or other trading practices that may disadvantage the Funds.
DIVIDENDS AND DISTRIBUTIONS
It is the policy of each Fund to pay its shareholders each year, as dividends, substantially all of its net investment income. The Funds generally declare and pay such dividends monthly. Each Fund also distributes all of its net capital gains realized after applying any capital loss carryforwards from the sale of portfolio
securities. Any capital gains distributions normally are made annually, but may be made more frequently as deemed advisable by the Funds and as permitted by applicable law. The Trustees may change the frequency with which a Fund declares or pays dividends.
You may choose to:
. Reinvest all distributions in additional shares of the Funds; or
. Have proceeds sent by wire to the bank account of record for the amount of
the distribution.
If you do not select an option when you open your account, all distributions will be reinvested.
TAX CONSEQUENCES
Except where noted, the discussion below addresses only the U.S. federal income tax consequences of an investment in the Fund and does not address any non-U.S., state or local tax consequences.
Each Fund intends to meet the requirements of Subchapter M of the Internal Revenue Code (the "Code") necessary to qualify for treatment as a "regulated investment company" and thus does not expect to pay any federal income tax on income and capital gains distributed to shareholders.
TAXATION OF FUND DISTRIBUTIONS. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions attributable to the excess of net long-term capital gains from the sale of investments a Fund owned for more than one year over net short-term capital losses and that are designated by a Fund as capital gain dividends ("Capital Gain Dividends") will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Distributions attributable to the excess of net short-term capital gains from the sale of investments that a Fund owned for one year or less over net long-term capital losses will be taxable as ordinary income.
For taxable years beginning before January 1, 2011, distributions of investment income designated by a Fund as derived from "qualified dividend income" are taxed at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. The Funds do not expect a significant portion of their distributions to be derived from qualified dividend income.
Distributions are taxable whether you receive them in cash or reinvest them in additional shares. If a dividend or distribution is paid shortly after you purchase shares of a Fund, while in effect a return of capital to you, the dividend or distribution is taxable. You can avoid this, if you choose, by investing after the
Fund has paid a dividend. Investors in tax-advantaged retirement accounts generally do not need to be concerned about this.
Distributions by a Fund to retirement plans and other investors that qualify for tax-exempt treatment under federal income tax laws will generally not be taxable. Special tax rules apply to investments through such retirement plans. If an investment is through such a plan, the investor should consult a tax adviser to determine the suitability of the Fund as an investment through such a plan and the tax treatment of distributions (including distributions of amounts attributable to an investment in the Fund) from such a plan.
For taxable years beginning before January 1, 2011 long-term capital gain rates applicable to individuals have been temporarily reduced to, in general, 15%, with lower rates applying to taxpayers in the 10% and 15% brackets. For more information, see the Statement of Additional Information, under "Distribution and Taxes."
SALES OR EXCHANGE OF FUND SHARES. The redemption, sale or exchange of Fund shares (including an exchange of Fund shares for another Natixis Advisor Fund or Loomis Sayles Fund) is a taxable event and may result in the recognition of gain or loss. Gains from selling shares held for more than one year generally are taxed at long-term capital gains rates, assuming such shares are held as capital assets, while those resulting from sales of shares held for one year or less generally are taxed at ordinary income rates.
TAXATION OF CERTAIN INVESTMENTS. Each Fund's investments in foreign securities may be subject to foreign withholding and other taxes. In that case, the Fund's yield on those securities would be decreased. Shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes. In addition, a Fund's investments in foreign securities or foreign currencies may increase or accelerate the Fund's recognition of ordinary income and may affect the timing or amount of a Fund's distributions.
A Fund's investments in certain debt obligations may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required at times to liquidate other investments, including at times when it may not be advantageous to do so, in order to satisfy its distribution requirements.
A Fund may at times buy investments at a discount from the price at which they were originally issued, especially during periods of rising interest rates. For federal income tax purposes, some or all of this market discount will be included in the Fund's ordinary income and will be taxable to shareholders as such when it is distributed.
Non-U.S. Shareholders. Capital Gain Dividends will not be subject to withholding. Dividends (other than Capital Gain Dividends) paid by a Fund to a shareholder who is not a "U.S. person" within the meaning of the Code (such shareholder, a "Foreign Person") are generally subject to withholding of U.S. federal income tax at
a rate of 30% (or lower applicable treaty rate). However, effective for taxable years of the Funds beginning before January 1, 2008, the Funds are not required to withhold any amounts with respect to distributions of (i) U.S. source interest income that would not be subject to U.S. federal income tax if earned directly by a Foreign Person, and (ii) net short-term capital gains in excess of net long-term capital losses in each case to the extent such distributions are properly designated by the Funds. Pending legislation would extend the exemption from withholding for interest-related distributions and short-term capital gain distributions for one year. At the time of this filing, it is unclear whether the legislation will be enacted. The Funds do not intend to make such designations.
In certain circumstances, dividends or distributions paid to foreign persons that are attributable to gains from the sale or exchange of U.S. real property interests may be subject to withholding of U.S. federal income tax. Prior to January 1, 2008, no withholding generally is required with respect to amounts paid or deemed paid in redemption of shares of a Fund that is a U.S. real property holding company and is also domestically controlled. Pending legislation would extend the exemption from withholding until January 1, 2009. At the time of this filing, it is unclear whether the legislation will be enacted.
BACKUP WITHHOLDING. Each Fund is required in certain circumstances to apply backup withholding on taxable dividends, redemption proceeds and certain other payments that are paid to any shareholder (including a shareholder who is neither a citizen nor a resident of the U.S.) who does not furnish the Fund certain information and certifications or who is otherwise subject to backup withholding. The backup withholding rate is 28% for amounts paid on or before December 31, 2010 and will be 31% for amounts paid after December 31, 2010. Backup withholding will not, however, be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor residents of the United States.
You should consult your tax adviser for more information on your own tax situation, including possible foreign, state and local taxes.
FINANCIAL HIGHLIGHTS
The financial highlights table below is intended to help you understand each Fund's financial performance since inception. Certain information reflects financial results for a single Fund share. The total returns represent the rate that an investor would have earned or lost on an investment in each Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with the Funds' financial statements, is included in the Funds' annual report to shareholders. The annual report is incorporated by reference into the SAI and both are available free of charge upon request from the Distributor.
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FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (loss) from Investment Operations Less Distributions ------------------------------------ ------------------------------ Net asset value Total Dividends Distributions beginning Net Net realized from from from net of the investment and unrealized investment net investment realized period income(e) gain (loss) operations income capital gains(g) ------------------------------------------------------------------------------------------- HIGH INCOME OPPORTUNITIES FUND INSTITUTIONAL CLASS 9/30/2007 $10.39 $0.77 $ 0.01(i) $0.78 $(0.75) $(0.00) 9/30/2006 10.50 0.76 (0.10) 0.66 (0.73) (0.04) 9/30/2005 10.32 0.78 0.17 0.95 (0.77) -- 9/30/2004(a) 10.00 0.33 0.25 0.58 (0.26) -- SECURITIZED ASSET FUND INSTITUTIONAL CLASS 9/30/2007 $10.13 $0.55 $(0.10) $0.45 $(0.51) $(0.00) 9/30/2006(f) 10.00 0.30 0.02 0.32 (0.19) -- |
(a) For the period April 12, 2004 (commencement of operations) through September 30, 2004. (b) Periods less than one year, if applicable, are not annualized. (c) Loomis Sayles has agreed to pay, without reimbursement from the Fund, all expenses associated with the operations of the Fund. (d) Annualized for periods less than one year, if applicable. (e) Per share net investment income has been calculated using the average shares outstanding during the period. (f) For the period March 2, 2006 (commencement of operations) through September 30, 2006. (g) Amount rounds to less than $0.01 per share, if applicable. (h) Portfolio turnover rate has been recalculated to conform with current presentation. (i) The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of sales and redemptions of fund shares in relation to fluctuating market values of investments of the fund.
Ratios to Average Net Assets -------------------------------------- Net asset value, Net assets, end of end of the Gross Portfolio Total the Total period Net expenses Net investment turnover distributions period return(%)(b) (000's) expenses(%)(c) (%)(c) income (%)(d) rate (%) ------------------------------------------------------------------------------------------------- $(0.75) $10.42 7.7 $ 84,073 -- -- 7.35 29 (0.77) 10.39 6.6 42,847 -- -- 7.36 26 (0.77) 10.50 9.5 13,115 -- -- 7.40 22 (0.26) 10.32 5.9 9,079 -- -- 7.03 45 $(0.51) $10.07 4.6 $347,153 -- -- 5.43 73 (0.19) 10.13 3.3 70,993 -- -- 3.02 55(h) |
IF YOU WOULD LIKE MORE INFORMATION ABOUT THE FUNDS, THE FOLLOWING DOCUMENTS ARE
AVAILABLE FREE UPON REQUEST:
ANNUAL AND SEMIANNUAL REPORTS - Provide additional information about the Funds'
investments. Each report includes a discussion of the market conditions and
investment strategies that significantly affected the Funds' performance during
the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - Provides more detailed information
about the Funds and their investment limitations and policies, has been filed
with the SEC and is incorporated into this Prospectus by reference.
To order a free copy of the Funds' annual or semiannual reports or their SAI, to request other information about a Fund and to make shareholder inquiries generally contact your financial adviser or Loomis Sayles at 800-343-2029. The Funds do not make their SAI, annual reports or semiannual reports available through a web site due to the limited eligibility for purchasing Fund shares. Information about the Funds, including their reports and SAI, can be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington, DC. You may call the Commission at 1-202-551-8090 for information about the operation of the Public Reference Room. You also may access reports and other information about the Funds on the EDGAR Database on the Commission's web site at http://www.sec.gov. Copies of this information may also be obtained, after payment of a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Commission's Public Reference Section, Washington, DC 20549-0102.
PORTFOLIO HOLDINGS A description of the Funds' policies and procedures with respect to the disclosure of the Funds' portfolio securities is available in the Funds' SAI.
Natixis Distributors, L.P., an affiliate of Loomis Sayles, and other firms
selling shares of Loomis Sayles Funds are members of the Financial Industry
Regulatory Authority. ("FINRA"). As a service to investors, the FINRA has asked
that we inform you of the availability of a brochure on its Public Disclosure
Program. The program provides access to information about securities firms and
their representatives. Investors may obtain a copy by contacting FINRA at
800-289-9999 or by visiting its web site at www.FINRA.org.
Natixis Distributors distributes the Natixis Funds and Loomis Sayles Funds. If
you have a complaint concerning Natixis Distributors or any of its
representatives or associated persons, please direct it to Natixis
Distributors, L.P., Attn: Director of Compliance, 399 Boylston Street, Boston,
MA 02116 or call us at 617-449-2828.
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Loomis Sayles Funds P.O. Box 219594 Kansas City, MO 61421-9594 1-800-633-3330 www.loomissayles.com Loomis Sayles Funds I M-LSH051-0208 File No. 811-8282 |
[GRAPHIC] [GRAPHIC] |
LOOMIS SAYLES FIXED INCOME FUND
LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND
LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND
LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND
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PROSPECTUS . FEBRUARY 1, 2008
Loomis, Sayles & Company, L.P., which has been an investment adviser since 1926, is the investment adviser of the Funds.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY FUND'S SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
TABLE OF CONTENTS
RISK/RETURN SUMMARY Loomis Sayles Fixed Income Fund 1 Loomis Sayles Institutional High Income Fund 5 Loomis Sayles Intermediate Duration Fixed Income Fund 9 Loomis Sayles Investment Grade Fixed Income Fund 13 FEES AND EXPENSES OF THE FUNDS 17 SUMMARY OF PRINCIPAL RISKS 19 MANAGEMENT 29 Investment Adviser 29 Portfolio Managers 29 Other Fees 31 GENERAL INFORMATION 32 How Fund Shares Are Priced 32 Accessing Your Account Information 34 How to Purchase Shares 34 How to Redeem Shares 37 How to Exchange Shares 40 Restrictions on Buying, Selling and Exchanging Shares 40 Dividends and Distributions 42 Tax Consequences 42 FINANCIAL HIGHLIGHTS 45 |
To learn more about the principal risks of investing in the Funds, please refer to the section "Summary of Principal Risks." This section details the risks of practices in which the Funds may engage. Please read this section carefully before you invest.
Fund shares are not bank deposits and are not guaranteed, endorsed or insured by the Federal Deposit Insurance Corporation or any other government agency, and are subject to investment risks, including possible loss of the principal invested.
RISK/RETURN SUMMARY
LOOMIS SAYLES FIXED INCOME FUND
INVESTMENT OBJECTIVE The Fund's investment objective is high total investment return through a combination of current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund may invest up to 35% of its assets in lower quality fixed income securities (commonly known as "junk bonds") and up to 20% of its assets in preferred stocks. The Fund may invest in fixed income securities of any maturity.
In deciding which securities to buy and sell, Loomis, Sayles & Company, L.P. ("Loomis Sayles") will consider, among other things, the financial strength of the issuer, current interest rates, Loomis Sayles' expectations regarding general trends in interest rates, and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return of those investments.
Three themes typically drive the Fund's investment approach. First, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles Loomis Sayles believes are improving. Second, the Fund makes significant use of non-market related securities, which are securities that may not have a direct correlation with changes in interest rates. Loomis Sayles believes that the Fund may generate positive returns by having a portion of the Fund's assets invested in non-market related securities, rather than by relying primarily on changes in interest rates to produce returns for the Fund. Third, Loomis Sayles analyzes different sectors of the economy and differences in the yields ("spreads") of various fixed-income securities in an effort to find securities that Loomis Sayles believes may produce attractive returns for the Fund in comparison to their risk.
Loomis Sayles generally prefers securities that are protected against calls (early redemption by the issuer).
The Fund may invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in other foreign securities, including emerging markets securities. The Fund may invest without limit in obligations of supranational entities (e.g., the World Bank).
The fixed-income securities in which the Fund may invest include corporate securities, U.S. Government securities, commercial paper, zero-coupon securities, mortgage-backed securities, stripped mortgage-backed securities, collateralized
mortgage obligations, asset-backed securities, including mortgage dollar rolls, when-issued securities, real estate investment trusts ("REITs"), Rule 144A securities, repurchase agreements, and convertible securities. The Fund may engage in options and futures transactions, foreign currency transactions, and swap transactions. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially or otherwise be unwilling or
unable to meet their obligations to the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political or economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social, or economic
changes or other issues relating to foreign investing generally.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk generally is greater for
funds that invest in fixed-income securities with relatively longer
durations than for funds that invest in fixed-income securities with shorter
durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects.
. lower quality fixed income securities risk - the risk that the Fund's investments may be subject to fixed income securities risk to a greater extent than other fixed income securities. The ability of the issuer to make principal and interest payments is predominantly speculative for lower quality fixed income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and may cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be
prepaid and result in the reinvestment of the prepaid amounts in securities
with lower yields
than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may be otherwise available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
. REITs risk - the risk that the value of the Fund's investments will fall as a result of changes in underlying real estate values, rising interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since-inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future.
BAR CHART The bar chart below shows the Fund's total return for Institutional Class shares for each of the last ten calendar years.1
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ----- ----- ----- ---- ----- ---- 3.33% 2.48% 9.04% 9.22% 12.55% 24.80% 10.26% 1.80% 8.94% 10.39% |
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 12.55% (Second quarter 2003) and the Fund's worst quarter was down 4.39% (Third quarter 1998).
1 The Fund was registered under the Investment Company Act of 1940, as amended, (the "1940 Act") and commenced operations on January 17, 1995. The Fund's shares were registered under the Securities Act of 1933, as amended, (the "Securities Act") on March 7, 1997.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one-year, five-year, ten-year and since inception periods compare to those of the Lehman U.S. Government/Credit Index, an unmanaged index which includes Treasuries
and agencies, as well as other publicly issued investment grade corporate and foreign debentures that meet specified maturity, liquidity, and quality requirements. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman U.S. Government/Credit Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
---------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (1/17/95)1 ---------------------------------------------------------------------------------------- LOOMIS SAYLES FIXED INCOME FUND INSTITUTIONAL CLASS Return Before Taxes 9.16% 12.93% 9.13% 10.86% Return After Taxes on Distributions/2/ 6.36% 10.04% 6.06% 7.73% Return After Taxes on Distributions and Sale of Fund Shares/2/ 5.97% 9.50% 5.93% 7.50% LEHMAN U.S. GOVERNMENT/CREDIT INDEX/3/ 7.23% 4.44% 6.01% 6.91% |
1 The Fund was registered under the 1940 Act and commenced operations on
January 17, 1995. The Fund's shares were registered under the Securities Act on
March 7, 1997.
2 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. In some cases the after-tax returns may exceed
the return before taxes due to an assumed tax benefit from any loss on a sale
of Fund shares at the end of the measurement period.
3 The returns of the index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND
INVESTMENT OBJECTIVE The Fund's investment objective is high total investment return through a combination of current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund will invest primarily in lower quality fixed-income securities (commonly known as "junk bonds") and other securities that are expected to produce a relatively high level of income (including income producing preferred stocks and common stocks). The Fund may invest in fixed-income securities of any maturity.
In deciding which securities to buy and sell, Loomis Sayles will consider, among other things, the financial strength of the issuer, current interest rates, Loomis Sayles' expectations regarding general trends in interest rates, and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return of those investments.
Three themes typically drive the Fund's investment approach. First, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles Loomis Sayles believes are improving. Second, the Fund makes significant use of non-market related securities, which are securities that may not have a direct correlation with changes in interest rates. Loomis Sayles believes that the Fund may generate positive returns by having a portion of the Fund's assets invested in non-market related securities, rather than by relying primarily on changes in interest rates to produce returns for the Fund. Third, Loomis Sayles analyzes different sectors of the economy and differences in the yields ("spreads") of various fixed income securities in an effort to find securities that Loomis Sayles believes may produce attractive returns for the Fund in comparison to their risk.
Loomis Sayles generally prefers securities that are protected against calls (early redemption by the issuer).
The Fund may invest any portion of its assets in Canadian securities and up to 50% of its assets in other foreign securities, including emerging markets securities. The Fund may invest without limit in obligations of supranational entities (e.g., the World Bank).
The fixed-income securities in which the Fund may invest include corporate securities, U.S. Government securities, commercial paper, zero-coupon securities, mortgage-backed securities, including mortgage dollar rolls, stripped mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, when-issued securities, real estate investment trusts ("REITs"), Rule 144A securities, repurchase agreements, and convertible securities. The Fund may engage in options and futures transactions, foreign currency transactions, and swap transactions.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments and high quality debt securities as
Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially, or otherwise be unwilling or
unable to meet their obligations to the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political or economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social, or economic
changes or other issues relating to foreign investing generally.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk generally is greater for
funds that invest in fixed-income securities with relatively longer
durations than for funds that invest in fixed-income securities with shorter
durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects.
. lower quality fixed-income securities risk - the risk that the Fund's investments may be subject to fixed income securities risk to a greater extent than other fixed income securities. The ability of the issuer to make principal and interest payments is predominantly speculative for lower-quality fixed income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and may cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may be otherwise available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
. REITs risk - the risk that the value of the Fund's investments will fall as a result of changes in underlying real estate values, rising interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since-inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future.
BAR CHART The bar chart below shows the Fund's total return for Institutional Class shares for each of the last ten calendar years.1
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -8.87% 15.99% -5.73% 0.23% -0.20% 48.01% 14.18% 6.43% 16.33% 3.89% |
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 15.01% (Second quarter 2003) and the Fund's worst quarter was down 16.42% (Third quarter 1998).
1 The Fund was registered under the 1940 Act and commenced operations on June 5, 1996. The Fund's shares were registered under the Securities Act on March 7, 1997.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one-year, five-year, ten-year and since inception periods compare to those of the Lehman High Yield Index, an unmanaged index that covers the universe of fixed rate, non-investment grade debt. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman High Yield Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
-------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (6/5/96)1 -------------------------------------------------------------------------------- LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND INSTITUTIONAL CLASS Return Before Taxes 3.89% 16.80% 8.04% 8.38% After Taxes on Distributions2 1.38% 13.93% 4.10% 4.43% After Taxes on Distributions and Sale of Fund Shares2 2.90% 13.03% 4.27% 4.57% LEHMAN HIGH YIELD INDEX3 1.87% 10.90% 5.51% 6.58% |
1 The Fund was registered under the 1940 Act and commenced operations on
June 5, 1996. The Fund's shares were registered under the Securities Act of
1933 on March 7, 1997.
2 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. In some cases the after-tax returns may exceed
the return before taxes due to an assumed tax benefit from any loss on a sale
of Fund shares at the end of the measurement period.
3 The returns of the index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND
INVESTMENT OBJECTIVE The Fund's investment objective is above-average total return through a combination of current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund will invest at least 80% of its net assets (plus any borrowing made for investment purposes) in investment grade fixed-income securities. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund's weighted average duration is generally two to five years.
The Fund will purchase only investment grade fixed-income securities. In the event that the credit rating of a security held by the Fund falls below investment grade (or, in the case of an unrated security, Loomis Sayles determines that the quality of such security has fallen below investment grade), the Fund will not be obligated to dispose of the security and may continue to hold the security if Loomis Sayles believes the investment is appropriate.
In deciding which securities to buy and sell, Loomis Sayles will consider, among other things, the financial strength of the issuer, current interest rates, and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return of those investments.
Three themes typically drive the Fund's investment approach. First, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles Loomis Sayles believes are improving. Second, the Fund makes significant use of non-market related securities, which are securities that may not have a direct correlation with changes in interest rates. Loomis Sayles believes that the Fund may generate positive returns by having a portion of the Fund's assets invested in non-market related securities, rather than by relying primarily on changes in interest rates to produce returns for the Fund. Third, Loomis Sayles analyzes different sectors of the economy and differences in the yields ("spreads") of various fixed income securities in an effort to find securities that Loomis Sayles believes may produce attractive returns for the Fund in comparison to their risk.
Loomis Sayles generally prefers securities that are protected against calls (early redemption by the issuer).
The Fund may invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in other foreign securities, including emerging markets securities. The Fund may invest without limit in obligations of supranational entities (e.g., the World Bank). The Fund may also invest in mortgage-related securities, including mortgage dollar rolls. The Fund may engage in futures transactions.
The fixed-income securities in which the Fund may invest include corporate securities, U.S. Government securities, zero-coupon securities, mortgage-backed securities and other, asset-backed securities, Real estate investment trusts ("REITs"), Rule 144A securities, and convertible securities.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially, or otherwise be unwilling or
unable to meet their obligations to the Fund.
. derivatives risk - the risk that the value of the Fund's derivative investments will fall as a result of pricing difficulties or lack of correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political and economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social, or economic
changes or other issues relating to foreign investing generally.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk generally is greater for
funds that invest in fixed-income securities with relatively longer
durations than for funds that invest in fixed-income securities with shorter
durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and may cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
. REITs risk - the risk that the value of the Fund's investments will fall as a result of changes in underlying real estate values, rising interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year and since-inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each calendar year since its first full year of operations.
[CHART] 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- ---- ---- ---- 3.28% 8.85% 10.08% 4.13% 8.26% 3.35% 1.30% 4.44% 5.71% |
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 4.17% (First quarter 2001) and the Fund's worst quarter was down 2.63% (Second quarter 2004).
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one-year, five-year and since inception periods compare to those of the Lehman U.S. Government/Credit Intermediate Index, an unmanaged index that includes securities which have a remaining maturity of 1-10 years, including Treasuries and agencies, as well as other publicly issued investment grade corporate and non-corporate debentures that meet specified maturity, liquidity and quality requirements. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman U.S. Government/Credit Intermediate Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
------------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years (1/28/98) ------------------------------------------------------------------------------------------- LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND INSTITUTIONAL CLASS Return Before Taxes 5.71% 4.59% 5.27% Return After Taxes on Distributions1 3.87% 2.80% 3.09% Return After Taxes on Distributions and Sale of Fund Shares1 3.68% 2.87% 3.15% LEHMAN U.S. GOVERNMENT/CREDIT INTERMEDIATE INDEX2 7.39% 4.06% 5.67% |
1 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. In some cases the after-tax returns may exceed
the return before taxes due to an assumed tax benefit from any loss on a sale
of Fund shares at the end of the measurement period.
2 The returns of the index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND
INVESTMENT OBJECTIVE The Fund's investment objective is above-average total investment return through a combination of current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in investment grade fixed income securities. In accordance with applicable Securities and Exchange Commission (the "SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund may invest up to 10% of its assets in lower rated fixed-income securities ("junk bonds") and up to 10% of its assets in preferred stocks. The Fund may invest in fixed income securities of any maturity.
In deciding which securities to buy and sell, the Fund will consider, among other things, the financial strength of the issuer, current interest rates, Loomis Sayles' expectations regarding future changes in interest rates, and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return of those investments.
Three themes typically drive the Fund's investment approach. First, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles Loomis Sayles believes are improving. Second, the Fund makes significant use of non-market related securities, which are securities that may not have a direct correlation with changes in interest rates. Loomis Sayles believes that the Fund may generate positive returns by having a portion of the Fund's assets invested in non-market related securities, rather than by relying primarily on changes in interest rates to produce returns for the Fund. Third, Loomis Sayles analyzes different sectors of the economy and differences in the yields ("spreads") of various fixed income securities in an effort to find securities that Loomis Sayles believes may produce attractive returns for the Fund in comparison to their risk.
Loomis Sayles generally prefers securities that are protected against calls (early redemption by the issuer).
The Fund may invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in securities of other foreign issuers, including emerging markets securities. The Fund may invest without limit in obligations of supranational entities (e.g., the World Bank). The Fund may also invest in mortgage-related securities, including mortgage dollar rolls. The Fund may engage in futures transactions.
The fixed-income securities in which the Fund may invest include corporate securities, U.S. Government securities, zero-coupon securities, mortgage-backed securities, collateralized mortgage obligations, when-issued securities, REITs, Rule 144A securities and structured notes.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially, or otherwise be unwilling or
unable to meet their obligations to the Fund.
. derivatives risk - the risk that the value of the Fund's derivative investments will fall as a result of pricing difficulties or lack of correlation with the underlying investment.
. interest rate risk - the risk that the value of the Fund's investments will fall if interest rates rise. Interest rate risk generally is greater for funds that invest in fixed-income securities with relatively longer durations than for funds that invest in fixed-income securities with shorter durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects.
. lower quality fixed-income securities risk - the risk that the Fund's investments may be subject to fixed-income securities risk to a greater extent than other fixed- income securities. The ability of the issuer to make principal and interest payments is predominantly speculative for lower quality fixed-income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and may cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
. REITs risk - the risk that the value of the Fund's investments will fall as a result of changes in underlying real estate values, rising interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years.1
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- 3.33% 2.48% 9.04% 9.22% 12.55% 24.80% 10.26% 1.80% 8.94% 10.39% |
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 11.98% (Second quarter 2003) and the Fund's worst quarter was down 3.67% (Third quarter 1998).
1 The Fund was registered under the 1940 Act and commenced operations on July 1, 1994. The Fund's shares were registered under the Securities Act on March 7, 1997.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one-year, five-year, ten-year and since inception periods compare to those of the Lehman U.S. Government/Credit Index, an unmanaged index which includes Treasuries and agencies as well as other publicly issued investment grade corporate and foreign debentures that meet specified maturity, liquidity and quality requirements. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman U.S. Government/Credit Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
--------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (7/1/94)1 --------------------------------------------------------------------------------------- LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND INSTITUTIONAL CLASS Return Before Taxes 10.39% 10.99% 9.11% 10.42% Return After Taxes on Distributions2 7.84% 8.16% 6.16% 7.34% Return After Taxes on Distributions and Sale of Fund Shares2 6.70% 7.93% 6.06% 7.16% LEHMAN U.S. GOVERNMENT/CREDIT INDEX3 7.23% 4.44% 6.01% 6.82% |
1 The Fund was registered under the 1940 Act and commenced operations on July 1, 1994. The Fund's shares were registered under the Securities Act on March 7, 1997.
2 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. In some cases the after-tax returns may exceed
the return before taxes due to an assumed tax benefit from any loss on a sale
of Fund shares at the end of the measurement period.
3 The returns of the index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
FEES AND EXPENSES OF THE FUNDS
The following table describes the fees and expenses that you may pay if you buy and hold shares of a Fund.
None of the Funds impose a sales charge, a redemption fee, or an exchange fee.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS, AS A PERCENTAGE OF DAILY NET
ASSETS)
TOTAL ANNUAL FEE FUND REDUCTION/ MANAGEMENT DISTRIBUTION OTHER OPERATING REIMBURSE- NET FUND FEES (12B-1) FEES EXPENSES EXPENSES MENT EXPENSES -------------------------------------------------------------------------------------------- LOOMIS SAYLES FIXED INCOME FUND1 0.50% 0.00% 0.10% 0.60% 0.00% 0.60% -------------------------------------------------------------------------------------------- LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND2 0.60% 0.00% 0.16%/(a)/ 0.76% 0.00% 0.76% -------------------------------------------------------------------------------------------- LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND3 0.25% 0.00% 0.36% 0.61% 0.21% 0.40% -------------------------------------------------------------------------------------------- LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND4 0.40% 0.00% 0.13% 0.53% 0.00% 0.53% -------------------------------------------------------------------------------------------- |
(a) Other Expenses include expenses indirectly borne by the Fund through investments in certain pooled investment vehicles ("Acquired Fund Fees and Expenses") of less than 0.01% of the Fund's average daily net assets. The expense information shown in the table above may differ from the expense information disclosed in the Fund's financial highlights table because the financial highlights table reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. /1/ Loomis Sayles has given a binding contractual undertaking to limit the amount of the Loomis Sayles Fixed Income Fund's total fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organization and extraordinary expenses, such as litigation and indemnification, to 0.65% annually of this Fund's average daily net assets. This undertaking is in effect through January 31, 2009 and is reevaluated on an annual basis. /2/ Loomis Sayles has given a binding contractual undertaking to limit the amount of the Loomis Sayles Institutional High Income Fund's total fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organization and extraordinary expenses, such as litigation and indemnification, to 0.75% annually of this Fund's average daily net assets. This undertaking is in effect through January 31, 2009 and is reevaluated on an annual basis. /3/ Loomis Sayles has given a binding contractual undertaking to limit the amount of the Loomis Sayles Intermediate Duration Fixed Income Fund's total fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organization and extraordinary expenses, such as litigation and indemnification, to 0.40% annually of this Fund's average daily net assets. This undertaking is in effect through January 31, 2009 and is reevaluated on an annual basis. Without this undertaking, expenses would have been higher. /4/ Loomis Sayles has given a binding contractual undertaking to limit the amount of the Loomis Sayles Investment Grade Fixed Income Fund's total fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organization and extraordinary expenses, such as litigation and indemnification, to 0.55% annually of this Fund's average daily net assets. This undertaking is in effect through January 31, 2009 and is reevaluated on an annual basis.
Loomis Sayles will be permitted to recover, on a class by class basis, expenses it has borne through the undertakings described above to the extent that a Fund's expenses in later periods fall below the annual rates set forth in the relevant undertaking. A Fund will not be obligated to pay any such deferred fees and expenses more than one year after the end of the fiscal year in which the fee and expense was deferred.
EXAMPLE
This example*, which is based upon the expenses shown in the "Total Annual Fund Operating Expenses" column, is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds.
The example assumes that:
. You invest $10,000 in the Funds for the time periods indicated;
. Your investment has a 5% return each year;
. The Funds' operating expenses remain the same; and
. All dividends and distributions are reinvested.
Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
FUND 1 YEAR* 3 YEARS* 5 YEARS* 10 YEARS* ----------------------------------------------------------------------------------------- LOOMIS SAYLES FIXED INCOME FUND $61 $192 $335 $750 ----------------------------------------------------------------------------------------- LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND $78 $243 $422 $942 ----------------------------------------------------------------------------------------- LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND $41 $174 $319 $742 ----------------------------------------------------------------------------------------- LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND $54 $170 $296 $665 ----------------------------------------------------------------------------------------- |
* The example for Loomis Sayles Intermediate Duration Fixed Income Fund is based on the Net Expenses for the 1-year period and on the Total Annual Fund Operating Expenses for the remaining years. The examples for Loomis Sayles Fixed Income Fund, Loomis Sayles Institutional High Income Fund and Loomis Sayles Investment Grade Fixed Income Fund are based on the Total Annual Fund Operating Expenses for all periods.
A "snapshot" of the Funds' investments will be found in the Funds' annual and semiannual reports. In addition, a list of the Funds' full portfolio holdings, which is updated monthly after an aging period of at least 30 days, will be available on the Funds' website at www.loomissayles.com (click on "Investor Type," "Individual Investors" and then "Fund Holdings"). These holdings will remain accessible on the website until the Fund files its Form N-CSR or Form N-Q with the SEC for the period that includes the date of the information. In addition, a list of the Funds' top 10 holdings as of the month-end is generally available within 5 days after the month-end on the Fund's website at www.loomissayles.com (click on "Investor Type," "Individual Investors"" select the name of the Fund whose holdings you wish to review and then "Portfolio"). Please see the back cover of this Prospectus for more information on obtaining a copy of the Funds' current annual or semiannual report.
SUMMARY OF PRINCIPAL RISKS
This section provides more information on the principal risks that may affect a Fund's portfolio. In seeking to achieve their investment goals, the Funds may also invest in various types of securities and engage in various investment practices which are not a principal focus of the Funds and therefore are not described in this Prospectus. These securities and investment practices and their associated risks are discussed in the Funds' Statement of Additional Information ("SAI"), which is available without charge upon request. (See back cover.)
Each Fund may borrow money for temporary or emergency purposes in accordance with its investment restrictions.
CREDIT RISK
This is the risk that the issuer or the guarantor of a fixed-income security, the issuer or guarantor of a security backing the asset-backed securities in which a Fund invests, or the counterparty to an over-the-counter transaction, will be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. Each Fund may be subject to credit risk to the extent that it invests in fixed-income securities or is a party to over-the-counter transactions. Funds that may invest in lower rated fixed-income securities (commonly known as "junk bonds") are subject to greater credit risk and market risk than funds that invest in higher quality fixed-income securities. Lower rated fixed-income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments. Each Fund may be subject to credit risk to the extent that it invests in fixed-income securities or is a party to over-the-counter transactions.
Funds that invest in certain of the U.S. Government securities, such as mortgage-backed securities that are issued by government sponsored enterprises, and securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks, are neither insured nor guaranteed by the U.S. Government. Such securities may be supported by the ability to borrow from the U.S. Treasury or only the credit of the issuing agency or instrumentality, and, as a result, may be subject to greater credit risk than securities issued by the U.S. Treasury.
Funds that invest in fixed-income securities issued in connection with corporate restructurings by highly leveraged issuers or in fixed income securities that are not current in the payment of interest or principal (i.e., in default) may be subject to greater credit risk.
Funds that may invest in foreign securities are subject to increased credit risk, for example, because of the difficulties of requiring foreign entities to honor their contractual commitments and because a number of foreign governments and other issuers are already in default.
CURRENCY RISK
This is the risk that fluctuations in exchange rates between the U.S. dollar and foreign currencies may cause the value of a Fund's investments to decline. Funds that may invest in securities denominated in, or receive revenues in, foreign currency are subject to currency risk.
DERIVATIVES RISK
Each Fund may use derivatives, which are financial contracts whose value depends upon or is derived from the value of an underlying asset, reference rate, or index. Examples of derivatives include options, futures, and swap transactions. The portfolio managers expect to use futures for the purpose of managing the duration of each Fund's portfolio. Each Fund may use derivatives as part of a strategy designed to reduce other risks ("hedging"). A Fund also may use derivatives to earn income, enhance yield, or broaden the Fund's diversification. This use of derivatives entails greater risk than using derivatives solely for hedging purposes. If a Fund uses derivatives, it also faces additional risks, such as liquidity risk, the credit risk of the other party to a derivative contract, the risk of difficulties in pricing and valuation, and the risk that changes in the value of a derivative may not correlate perfectly with relevant assets, rates, or indices.
EMERGING MARKETS RISK
Economic and Political Risks. Emerging market countries often experience instability in their political and economic structures. Government actions could have a significant impact on the economic conditions in such countries, which in turn would affect the value and liquidity of the assets of the Fund invested in emerging markets securities. Specific risks that could decrease the Fund's return include seizure of a company's assets, restrictions imposed on payments as a result of blockages on foreign currency exchanges and unanticipated social or political occurrences.
The ability of the government of an emerging market country to make timely payments on its debt obligations will depend on many factors, including the extent of its reserves, fluctuations in interest rates, and access to international credits and investments. A country that has non-diversified exports or relies on certain key imports will be subject to greater fluctuations in the pricing of those commodities. Failure to generate sufficient earnings from foreign trade will make it difficult for an emerging market country to service its foreign debt.
Companies trading in developing securities markets are generally smaller and have shorter operating histories than companies in developed markets. Foreign investors may be required to register the proceeds of sales. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed more often than in the U.S. Disruptions resulting from social and political factors may cause the securities markets to close. If extended closing were to occur, the
liquidity and value of a Fund's assets invested in corporate debt obligations of emerging market companies would decline.
Investment Controls; Repatriation. Foreign investment in emerging market country debt securities is restricted or controlled to varying degrees. These restrictions may at times limit or preclude foreign investment in certain emerging market country debt securities. Certain emerging market countries require government approval before investments by foreign persons, limit the amount of investments by foreign persons in a particular issuer, limit investments by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.
Emerging market countries may require governmental approval for the repatriation of investment income, capital or proceeds of sale of securities by foreign investors. In addition, if deterioration occurs in an emerging market country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to a Fund of any restrictions on investments. Investing in local markets in emerging market countries may require a Fund to adopt special procedures, seek local governmental approvals or take other actions, each of which may involve additional costs to the Fund.
FOCUSED INVESTMENT RISK
This is the risk that a Fund that invests a greater percentage of its assets in a particular issuer or a small number of industries may have more risk compared with other mutual funds. Changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a greater adverse impact on the Fund's net asset value.
FOREIGN SECURITIES RISK
This is the risk associated with investments in issuers located or who do business in foreign countries. A Fund's investments in foreign securities may be less liquid and may experience more rapid and extreme changes in value than investments in securities of U.S. companies.
The securities markets of many foreign countries are relatively small, with a limited number of issuers and a small number of securities. In addition, foreign companies often are not subject to the same degree of regulation as U.S. companies. Reporting, accounting, and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Among other things, nationalization, expropriation or confiscatory taxation, currency blockage, political changes, or diplomatic developments can cause the value of a Fund's investments in a foreign country to decline. In the event of nationalization, expropriation, or other confiscation, a Fund could lose its entire foreign investment.
Funds that invest in emerging markets may face greater foreign risk since emerging markets countries may be more likely to experience political and economic instability.
INTEREST RATE RISK
This is the risk that changes in interest rates will affect the value of a Fund's investments in fixed-income securities, such as bonds, notes, asset-backed securities, and other income producing securities (such as preferred stock). Fixed-income securities are obligations of the issuer to make payments of principal and/or interest on future dates. Increases in interest rates may cause the value of a Fund's investments to decline. Even Funds that generally invest a significant portion of their assets in high quality fixed-income securities are subject to interest rate risk. Interest rate risk is greater for funds that generally invest a significant portion of their assets in lower rated fixed-income securities ("junk bonds") or comparable unrated securities.
Interest rate risk is compounded for Funds when they invest a significant portion of their assets in mortgage-related or asset-backed securities because the value of mortgage related and asset-backed securities generally is more sensitive to changes in interest rates than other types of fixed income securities. When interest rates rise, the maturities of mortgage-related and asset-backed securities tend to lengthen, and the value of these securities decreases more significantly than the value of other types of securities. In addition, these types of securities are subject to prepayment when interest rates fall, which generally results in lower returns because funds that hold these types of securities must reinvest assets previously invested in these types of securities in fixed income securities with lower interest rates.
Funds also face increased interest rate risk when they invest in fixed-income securities paying no current interest (such as zero-coupon securities and principal-only securities) interest-only securities and fixed-income securities paying non-cash interest in the form of other fixed-income securities because the prices of those types of securities tend to react more to changes in interest rates.
IPO RISK
Certain funds may purchase securities of companies that are offered pursuant to an initial public offering ("IPO"). An IPO is a company's first offering of stock to the public in the primary market, typically to raise additional capital. The Funds may purchase a "hot" IPO (also known as a "hot issue"), which is an IPO that is oversubscribed and, as a result, is an investment opportunity of limited availability. As a consequence, the price at which these IPO shares open in the secondary market may be significantly higher than the original IPO price. IPO securities tend to involve greater risk due, in part, to public perception and the lack of publicly available information and trading history. There is the possibility of losses resulting from the difference between the issue price and potential diminished value of the stock once traded in the secondary market. A Fund's investment in IPO securities may have a significant impact on such Fund's performance and may result in significant capital gains.
LEVERAGING RISK
When a Fund borrows money or otherwise leverages its portfolio, the value of an investment in the Fund will be more volatile, and all other risks are generally compounded. Funds face this risk if they create leverage by using investments such as reverse repurchase agreements, inverse floating rate instruments or derivatives, or by borrowing money.
LIQUIDITY RISK
Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling these illiquid securities at the price or at the time desired. Derivatives and securities that involve substantial interest rate or credit risk tend to involve greater liquidity risk. In addition, liquidity risk tends to increase to the extent a Fund invests in securities whose sale may be restricted by law or by contract, such as Rule 144A securities.
LOWER QUALITY FIXED INCOME SECURITIES RISK
Lower quality fixed-income securities, also known as "junk bonds," are below investment grade quality and may be considered speculative with respect to the issuer's continuing ability to make principal and interest payments. To be considered below investment grade quality, none of the three major rating agencies (Moody's Investors Services, Inc., Fitch Investor Services, Inc. or Standard and Poor's Ratings Group) must have rated the security in one of their respective top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality. Analysis of the creditworthiness of issuers of lower-rated securities may be more complex than for issuers of higher quality debt securities, and a Fund's ability to achieve its investment objectives may, to the extent the Fund invests in lower-rated securities, be more dependent upon Loomis Sayles' credit analysis than would be the case if the Fund were investing in higher quality securities. The issuers of these securities may be in default or have a currently identifiable vulnerability to default on their payments of principal and interest, or may otherwise be subject to present elements of danger with respect to payments of principal or interest. However, a Fund will not invest in securities that are in default as to payment of principal and interest at the time of purchase.
Lower-rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, a Fund may incur additional expenses to seek recovery.
The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. A lack of liquidity in the secondary trading markets could adversely affect the price at which a Fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response
to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of a Fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities generally.
It is reasonable to expect that any adverse economic conditions could disrupt the market for lower-rated securities, have an adverse impact on the value of such securities, and adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon. New laws and proposed new laws may adversely impact the market for lower-rated securities.
MANAGEMENT RISK
Management risk is the risk that Loomis Sayles' investment techniques could fail to achieve a Fund's objective and could cause your investment in a Fund to lose value. Each Fund is subject to management risk because each Fund is actively managed by Loomis Sayles. Loomis Sayles will apply its investment techniques and risk analyses in making investment decisions for each Fund, but there can be no guarantee that Loomis Sayles' decisions will produce the desired results. For example, securities that Loomis Sayles expects may appreciate in value may in fact decline. Similarly, in some cases derivative and other investment techniques may be unavailable or Loomis Sayles may determine not to use them, even under market conditions where their use could have benefited a Fund.
MARKET RISK
This is the risk that the value of a Fund's investments will change as financial markets fluctuate and that prices overall may decline. The value of a company's securities may fall as a result of factors that directly relate to that company, such as decisions made by its management or lower demand for the company's products or services. A security's value also may fall because of factors affecting not just the issuer of a security, but companies in its industry or in a number of different industries, such as increases in production costs. The value of a Fund's securities also may be affected by changes in financial market or other economic conditions, such as changes in interest rates or currency exchange rates. In addition, a company's stock generally pays dividends only after the company makes required payments to holders of its bonds or other debt. For this reason, the value of the stock will usually react more strongly than bonds and other fixed income securities to actual or perceived changes in the company's financial condition or prospects.
Market risk generally is greater for funds that invest substantially in small and medium-sized companies, since these companies tend to be more vulnerable to adverse developments than large companies. Furthermore, for funds that invest in fixed income securities, market risk tends to be greater when a Fund invests in fixed income securities with longer maturities.
MORTGAGE-RELATED SECURITIES RISK
Certain Funds may invest in mortgage-related securities, such as Government National Mortgage Association or Federal National Mortgage Association certificates, which differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment rate will tend to reduce yield to maturity, and a slower-than-expected prepayment rate may have the opposite effect of increasing yield to maturity. If a Fund purchases mortgage-related securities at a discount, faster-than-expected prepayments will tend to increase and slower-than-expected prepayments tend to reduce, yield to maturity. Prepayments and resulting amounts available for reinvestment by the Fund, are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if the premium has not been fully amortized at the time of prepayment. Although these securities will decrease in value as a result of increases in interest rates generally, they are likely to appreciate less than other fixed-income securities when interest rates decline because of the risk of prepayments. In addition, an increase in interest rates would also increase the inherent volatility of the Fund by increasing the average life of the Fund's portfolio securities.
MORTGAGE DOLLAR ROLLS RISK
A mortgage dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes. A Fund will designate assets determined to be liquid in an amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss that are different from those related to the securities underlying the transactions. A Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. Since the counterparty in the transaction is required to deliver a similar, but not identical, security to a Fund, the security that a Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that a Fund's use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
REAL ESTATE INVESTMENT TRUST RISK
The Fund may choose to rely on a financial intermediary's restrictions on frequent trading in place of the Fund's own restrictions if the Fund determines, in its discretion, that the financial intermediary's restrictions provide reasonable protection for the Fund from excessive short-term trading activity. REITs are also
subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986 (the "Code"), as amended, and failing to maintain their exemptions from registration under the 1940 Act.
REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than more widely held securities.
A Fund's investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from REITs will not qualify for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income.
REPURCHASE AGREEMENTS
Under a repurchase agreement, a Fund purchases a security and obtains a simultaneous commitment from the seller (a bank or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed upon price and date (usually seven days or less from the date of original purchase). The resale price is in excess of the purchase price and reflects an agreed upon market rate of interest unrelated to the coupon rate on the purchased security. Such transactions afford the Fund the opportunity to earn a return on its cash at what is expected to be minimal market risk. There is a risk that the seller may fail to repurchase the underlying security. In such event, the Fund would attempt to exercise rights with respect to the underlying security, including possible disposition in the market. However, the Fund may be subject to various delays and risks of loss, including possible declines in the value of the underlying security, possible reduced levels of income, inability to enforce rights and expenses involved in attempted enforcement. Repurchase agreement maturing in more than seven days may be considered illiquid securities.
SECURITIES LENDING
Each Fund may lend a portion of its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. Please see "Investment Strategies" in the SAI for details. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. Investments of cash collateral may also lose value or become illiquid, although each Fund remains obligated to return the collateral amount to the borrower upon termination or maturity of the securities loan, and may realize losses on the collateral investments or be required to liquidate other portfolio securities to satisfy its obligations. A Fund may pay lending fees to the party arranging the loan.
STRUCTURED NOTES
The Funds may invest in structured notes, which are derivative debt instruments with principal and/or interest payments linked to the value of a commodity, a foreign currency, an index of securities, an interest rate, or other financial indicators ("reference instruments"). The payments on a structured note may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared to a fixed interest rate, the exchange rates between two currencies, one or more securities or a securities or commodities index. A structured note may be positively or negatively indexed. For example, its principal amount and/or interest rate may increase or decrease if the value of the reference instrument increases, depending upon the terms of the instrument. The change in the principal amount payable with respect to, or the interest rate of, a structured note may be a multiple of the percentage change (positive or negative) in the value of the underlying reference instrument or instruments. Structured notes can be used to increase a Fund's exposure to changes in the value of assets or to hedge the risks of other investments that a Fund holds.
Investment in structured notes involves certain risks, including the risk that the issuer may be unable or unwilling to satisfy its obligations to pay principal or interest, which are separate from the risk that the note's reference instruments may move in a manner that is disadvantageous to the holder of the note. Structured notes, which are often illiquid, are also subject to market risk, liquidity risk, and interest rate risk. The terms of certain structured notes may provide that a decline in the reference instrument may result in the interest rate or principal amount being reduced to zero. Structured notes may be more volatile than the underlying reference instruments or traditional debt instruments.
TRANSACTIONS WITH OTHER INVESTMENT COMPANIES
Pursuant to SEC exemptive relief, each Fund may be permitted to invest its daily cash balances in shares of money market and short-term bond funds advised by Natixis Asset Management Advisors, L.P. (an affiliate of Loomis Sayles) ("Natixis Advisors") or its affiliates ("Central Funds"). The Central Funds currently include the Natixis Cash Management Trust-Money Market Series, Institutional Daily Income Fund, Cortland Trust, Inc. and Short Term Income Fund, Inc. Each Central Fund is advised by Reich & Tang Asset Management, LLC ("Reich & Tang"), except for Natixis Cash Management Trust-Money Market Series, which is advised by Natixis Advisors and subadvised by Reich & Tang. Because Loomis Sayles, Natixis Advisors and Reich & Tang are each subsidiaries of Natixis Global Asset Management, L.P. (herein referred to as "Natixis Global Asset Management"), the Funds and the Central Funds may be considered to be related companies comprising a "group of investment companies" under the 1940 Act.
Pursuant to such exemptive relief, the Funds may also borrow and lend money for temporary or emergency purposes directly to and from other funds through an interfund credit facility. In addition to the Funds and the Central Funds, series of
the following mutual fund groups may also be able to participate in the facility: Natixis Funds Trust I (except the CGM Advisor Targeted Equity Fund series), Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Harris Associates Investment Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Gateway Trust. The advisers and subadvisers to these mutual funds currently include Natixis Advisors, Reich & Tang, Loomis Sayles, AEW Management and Advisors, L.P., BlackRock Investment Management, LLC ("BlackRock"), Dreman Value Management LLC ("Dreman"), Gateway Investment Advisors, LLC, Hansberger Global Investors, Inc., Harris Associates L.P., Vaughan Nelson Investment Management and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock and Dreman) are subsidiaries of Natixis Global Asset Management and are thus "affiliated persons" under the 1940 Act by reason of being under common control by Natixis Global Asset Management. In addition, because the Funds, and other funds, are advised by firms that are affiliated with one another, they may be considered to be related companies comprising a "group of investment companies" under the 1940 Act. The Central Funds will participate in the Credit Facility only as a lender. Participation in such an interfund lending program would be voluntary for both borrowing and lending funds, and a Fund would participate in an interfund lending program only if the Board of Trustees determined that doing so would benefit a Fund. Should a Fund participate in such an interfund lending program, the Board of Trustees would establish procedures for the operation of the program by the advisers or an affiliate. The Funds may engage in the transactions described above without further notice to shareholders.
MANAGEMENT
INVESTMENT ADVISER
Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, serves as the investment adviser to the Funds. Loomis Sayles is a subsidiary of Natixis Global Asset Management, which is part of Natixis Asset Management Group, an international asset management group based in Paris, France. Founded in 1926, Loomis Sayles and is one of the oldest investment firms in the U.S. with over $129.9 billion in assets under management as of December 31, 2007. Loomis Sayles is well known for its research staff, which is one of the largest in the industry. Loomis Sayles is responsible for making investment decisions for each Fund and for providing general business management and administration to the Funds.
The aggregate advisory fees paid by the Funds during the fiscal year ended September 30, 2007 as a percentage of each Funds' average daily net assets were:
FUND AGGREGATE ADVISORY FEE ---------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund 0.50% ---------------------------------------------------------------------------- Loomis Sayles Institutional High Income Fund 0.60% ---------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund 0.25% ---------------------------------------------------------------------------- Loomis Sayles Investment Grade Fixed Income Fund 0.40% ---------------------------------------------------------------------------- |
A discussion of the factors considered by the Funds' Board of Trustees when approving the Funds' investment advisory contracts is available in the Funds' annual reports for the fiscal year ended September 30, 2007.
PORTFOLIO MANAGERS
The following persons have had primary responsibility for the day-to-day management of each indicated Fund's portfolio since the date stated below. Associate Portfolio Managers are actively involved in formulating the overall strategy for the Funds they manage but are not the primary decision makers. Each portfolio manager has been employed by Loomis Sayles for at least five years.
Neil A. Burke has served as a co-portfolio manager of the LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND since December 2005. Mr. Burke is a Vice President of Loomis Sayles. He began his investment career in 1991 and has been at Loomis Sayles since 1997. Mr. Burke received a B.A. from the Catholic University of America and an M.B.A. from Boston College, and has over 15 years of investment experience.
Matthew J. Eagan has served as an associate portfolio manager of the LOOMIS
SAYLES INVESTMENT GRADE FIXED INCOME FUND since September 2006 and the LOOMIS
SAYLES FIXED INCOME FUND and the LOOMIS SAYLES INSTITUTIONAL HIGH INCOME
FUND since February 2007. Mr. Eagan, Vice President of Loomis Sayles, began his investment career in 1989 and joined Loomis Sayles in 1997. He received a B.A. from Northeastern University and an M.B.A. from Boston University. Mr. Eagan holds the designation of Chartered Financial Analyst and has over 18 years of investment experience.
Daniel J. Fuss has served as portfolio manager of the LOOMIS SAYLES FIXED INCOME FUND, LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND and LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND since the inception of each Fund. Mr. Fuss is Vice Chairman, Director and Managing Partner of Loomis Sayles. He began his investment career in 1958 and has been at Loomis Sayles since 1976. Mr. Fuss holds the designation of Chartered Financial Analyst. He received a B.S. and an M.B.A. from Marquette University and has over 49 years of investment experience.
Kathleen C. Gaffney has served as an associate portfolio manager of the LOOMIS
SAYLES INVESTMENT GRADE FIXED INCOME FUND since September 2006 and the LOOMIS
SAYLES FIXED INCOME FUND and the LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND
since February 2007. Ms. Gaffney, Vice President of Loomis Sayles, began her
investment career in 1984 and joined Loomis Sayles in 1984. She received a B.A.
from the University of Massachusetts. Ms. Gaffney holds the designation of
Chartered Financial Analyst and has over 23 years of investment experience.
Steven J. Kaseta has served as a co-portfolio manager of the LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND since February 2002. Mr. Kaseta is a Vice President of Loomis Sayles. He began his investment career in 1982 and has been at Loomis Sayles since 1994. Mr. Kaseta holds the designation of Chartered Financial Analyst. He received an A.B. from Harvard University and an M.B.A. from the Wharton School at the University of Pennsylvania, and has over 25 years of investment experience.
Richard Raczkowski has served as a co-portfolio manager of the LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND since December 2005. Mr. Raczkowski is a Vice President of Loomis Sayles. He began his investment career in 1985 and has been at Loomis Sayles since 2001. He received a B.A. from the University of Massachusetts and an M.B.A. from Northeastern University, and has over 22 years of investment experience.
Clifton V. Rowe has served as portfolio manager of the LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND since December 2005. Mr. Rowe is a Vice President of Loomis Sayles. He began his investment career in 1992 and has been at Loomis Sayles since 1992. Mr. Rowe holds the designation of Chartered Financial Analyst. He received a B.B.A. from James Madison University and an M.B.A. from the University of Chicago, and has over 15 years of investment experience.
Elaine M. Stokes has served as an associate portfolio manager of the LOOMIS
SAYLES INVESTMENT GRADE FIXED INCOME FUND since September 2006 and the LOOMIS
SAYLES FIXED INCOME FUND and the LOOMIS SAYLES INSTITUTIONAL HIGH INCOME
FUND since February 2007. Ms. Stokes, Vice President of Loomis Sayles, began her investment career in 1987 and joined Loomis Sayles in 1988. She received a B.S. from St. Michael's College and has over 20 years of investment experience.
Please see the SAI for information on the Portfolio Managers' compensation, other accounts under management by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Funds.
OTHER FEES
Natixis Distributors, L.P., on behalf of Loomis Sayles, may pay certain broker-dealers and financial intermediaries whose customers are existing shareholders of the Funds a continuing fee at an annual rate of up to 0.35% of the value of Fund shares held for these customers' accounts, although this continuing fee is paid by Natixis Distributors, L.P., on behalf of Loomis Sayles, out of its own assets and is not assessed against the Fund.
GENERAL INFORMATION
HOW FUND SHARES ARE PRICED
"Net asset value" ("NAV") is the price of one share of a Fund without a sales charge, and is calculated each business day using this formula:
TOTAL MARKET VALUE OF SECURITIES + CASH AND OTHER ASSETS - LIABILITIES NET ASSET VALUE = ---------------------------------------------------------------------- NUMBER OF OUTSTANDING SHARES |
The net asset value of Fund shares is determined pursuant to policies and procedures approved by the Fund's Board of Trustees as summarized below:
. A share's net asset value is determined at the close of regular trading on
the NYSE on the days the NYSE is open for trading. This is normally 4:00
p.m. Eastern time. A Fund's shares will not be priced on the days on which
the NYSE is closed for trading. In addition, a Fund's shares will not be
priced on the holidays listed in the SAI. See the section "Net Asset Value"
in the SAI for more details.
. The price you pay for purchasing, redeeming or exchanging a share will be based upon the net asset value next calculated (plus or minus applicable sales charges as described earlier in this Prospectus) after your order is received "in good order1."
. Requests received by the Funds after the NYSE closes will be processed based
upon the net asset value determined at the close of regular trading on the
next day that the NYSE is open. The price you pay for purchasing, redeeming
or exchanging a share will be based upon the net asset value next calculated
after your order is received by the transfer agent "in good order." If the
transfer agent receives the order in good order by 4:00 p.m. Eastern time,
the shareholder will receive that day's net asset value. Under limited
circumstances, the Distributor may enter into contractual agreements
pursuant to which orders received by your investment dealer before the Fund
determines its net asset value and transmitted to the Distributor prior to
9:30 a.m. on the next business day, are processed at the net asset value
determined on the day the order was received by your investment dealer.
PLEASE CONTACT YOUR INVESTMENT DEALER TO DETERMINE WHETHER IT HAS ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT. IF YOUR INVESTMENT DEALER HAS NOT ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT, YOUR ORDER WILL BE PROCESSED AT THE NET
ASSET VALUE NEXT DETERMINED AFTER YOUR INVESTMENT DEALER SUBMITS THE ORDER
TO THE FUND.
. A Fund significantly invested in foreign securities may have net asset value changes on days when you cannot buy or sell its shares.
Generally, during times of substantial economic or market change, it may be difficult to place your order by phone. During these times, you may deliver your order in person to the Distributor or send your order by mail as described in the sections "How to Purchase Shares" and "How to Redeem Shares".
1 Please see the "How to Purchase Shares" section which provides additional information regarding who can receive a purchase order.
Generally, Fund securities are valued as follows:
. EQUITY SECURITIES -- market price or as provided by a pricing service if market price is unavailable.
. DEBT SECURITIES (OTHER THAN SHORT-TERM OBLIGATIONS) -- based upon pricing service valuations, which determine valuations for normal, institutional-size trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
. SHORT-TERM OBLIGATIONS (PURCHASED WITH AN ORIGINAL OR REMAINING MATURITY OF 60 DAYS OR LESS) -- amortized cost (which approximates market value).
. SECURITIES TRADED ON FOREIGN EXCHANGES -- market price on the non-U.S. exchange, unless the Fund believes that an occurrence after the close of the exchange will materially affect the security's value. In that case, the security may be fair valued at the time the Fund determines its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing securities, the Funds may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time a Fund's net asset value is calculated.
. OPTIONS -- The Funds generally value exchange traded options at the average of the closing bid and asked quotations.
. FUTURES -- unrealized gain or loss on the contract using current settlement price. When a settlement price is not used, futures contracts will be valued at their fair value as determined by or pursuant to procedures approved by the Board of Trustees.
. ALL OTHER SECURITIES -- fair market value as determined by the adviser of the Fund pursuant to procedures approved by the Board of Trustees.
As described above, if market prices are not readily available for a security, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value (which is the amount that a Fund might reasonably expect to receive from a current sale of the security in the ordinary course of business). A Fund may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the close of the NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets). Fair value pricing may require subjective determinations about the value of a security, and fair
values used to determine a Fund's net asset value may differ from quoted or published prices, or from prices that are used by others, for the same securities. In addition, the use of fair value pricing may not always result in adjustments to the prices of securities held by a Fund.
ACCESSING YOUR ACCOUNT INFORMATION
LOOMIS SAYLES FUNDS WEBSITE You can access our website at www.loomissayles.com to perform transactions (purchases, redemptions or exchanges), to review your account information, change your address, order duplicate statements or tax forms, or to obtain a prospectus, a statement of additional information, an application or periodic reports.
LOOMIS SAYLES AUTOMATED VOICE RESPONSE SYSTEM You have access to your account 24 hours a day by calling Loomis Sayles' automated voice response system at 800-633-3330, option 1. Using this customer service option you may review your account balance and Fund prices, order duplicate statements, order duplicate tax forms, obtain distribution and performance information and obtain wiring instructions.
HOW TO PURCHASE SHARES
You can buy shares of each Fund in several ways:
THROUGH A FINANCIAL ADVISER Your financial adviser will be responsible for furnishing all necessary documents to Loomis Sayles Funds. Your financial adviser may charge you for his or her services. Your adviser must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV.
THROUGH A BROKER-DEALER You may purchase shares of the Funds through a broker-dealer that has been approved by the Distributor, which can be contacted at 399 Boylston Street, Boston, MA 02116 (800-633-3330). Your broker-dealer may charge you a fee for effecting such transactions. Your broker-dealer must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV.
DIRECTLY FROM THE FUND Loomis Sayles Funds must receive your purchase request in proper form before the close of regular trading on the NYSE in order for you to receive that day's NAV.
You can purchase shares directly from each Fund in several ways:
. BY MAIL You can buy shares of each Fund by submitting a completed application form, which is available online at www.loomissayles.com or by calling Loomis Sayles Funds at 800-633-3330 for the desired Fund or Funds, along with a check payable to Loomis Sayles Funds for the amount of your purchase to:
Regular Mail: Overnight Mail: Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
After your account has been established, you may send subsequent investments directly to Loomis Sayles Funds at the above addresses. Please include either the investment slip from your account statement or a letter specifying the Fund name, your account number and your name, address, and telephone number.
. BY WIRE You also may wire subsequent investments by using the following wire instructions. Your bank may charge a fee for transmitting funds by wire.
State Street Bank and Trust Company
ABA No. 011000028
DDA 9904-622-9
(Your account number)
(Your name)
(Name of Fund)
. BY TELEPHONE If you established the electronic transfer privilege on your new account, you can make subsequent investments by calling Loomis Sayles Funds at 800-633-3330. If you did not establish the electronic transfer privilege on your application, you may add the privilege by obtaining an Account Options Form through your financial adviser, by calling Loomis Sayles Funds at 800-633-3330 or visiting www.loomissayles.com.
. BY EXCHANGE You may purchase shares of a Fund by exchange of shares of another Fund by sending a signed letter of instruction to Loomis Sayles Funds, calling Loomis Sayles Funds at 800-633-3330 or accessing your account online at www.loomissayles.com.
. BY INTERNET If you have established a Personal Identification Number (PIN) and you have established the electronic transfer privilege, you can make subsequent investments through your online account at www.loomissayles.com. If you have not established a PIN but you have established the electronic transfer privilege from www.loomissayles.com click on "Account Access," then click on the appropriate user type and follow the instructions.
Each Fund sells its shares at the NAV next calculated after the Fund receives a properly completed investment order. The Fund generally must receive your properly completed order before the close of regular trading on the NYSE for your shares to be bought or sold at the Fund's NAV on that day.
Subject to the approval of the Fund, an investor may purchase Institutional Class shares of a Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's valuation policies. These transactions will be effected only if Loomis Sayles deems the security to be an appropriate investment for the Fund. Assets purchased by a Fund in such a transaction will be valued in accordance with procedures adopted by the Fund. The Funds reserve the right to amend or terminate this practice at any time.
All purchases made by check should be in U.S. dollars and made payable to Loomis Sayles Funds. Third party checks, starter checks and credit card convenience checks will not be accepted. When you make an investment by check or by periodic account investment, you will not be permitted to redeem that investment until the check has cleared or the shares have been in your account for 15 days.
A Fund may periodically close to new purchases of shares or refuse any order to buy shares if the Fund determines that doing so would be in the best interests of the Fund and its shareholders. See "Restrictions on Buying, Selling and Exchanging Shares" below. Except as otherwise permitted by the Distributor, the Funds will only accept accounts from U.S. citizens with a U.S. address or resident aliens with a U.S. address and a U.S. taxpayer identification number.
Each Fund is required by federal regulations to obtain personal information from you and to use that information to verify your identity. A Fund may not be able to open your account if the requested information is not provided. EACH FUND RESERVES THE RIGHT TO REFUSE TO OPEN AN ACCOUNT, CLOSE AN ACCOUNT AND REDEEM YOUR SHARES AT THE THEN CURRENT PRICE OR TAKE OTHER SUCH STEPS THAT THE FUND DEEMS NECESSARY TO COMPLY WITH FEDERAL REGULATIONS IF YOUR IDENTITY IS NOT VERIFIED.
The following table shows the minimum initial investment for each Fund.
FUND MINIMUM INITIAL INVESTMENT -------------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund $3,000,000 -------------------------------------------------------------------------------- Loomis Sayles Institutional High Income Fund $3,000,000 -------------------------------------------------------------------------------- Loomis Sayles Investment Grade Fixed Income Fund $3,000,000 -------------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund $2,000,000 -------------------------------------------------------------------------------- |
Each Fund's shares may be purchased by all types of tax-deferred retirement plans. If you wish to open an individual retirement account (IRA) with a Fund, you may obtain retirement forms online at www.loomissayles.com or by calling Loomis Sayles Funds at 800-633-3330.
Each subsequent investment must be at least $50,000. Loomis Sayles Funds reserves the right to waive these minimums in its sole discretion, including for certain retirement plans whose accounts are held on the books of the Fund's
transfer agent in an omnibus fashion. At the discretion of Loomis Sayles, employees and clients of Loomis Sayles may purchase shares of the Funds offered through this prospectus below the stated minimums. In addition, at the discretion of Natixis Advisors, clients of Natixis Advisors may also purchase shares of the Funds below the stated minimums.
In our continuing effort to reduce your Fund's expenses and amount of mail that you receive from Loomis Sayles Funds, we will mail only a single copy of prospectuses, proxy statements and financial reports to your household. Additional copies may be obtained by calling 800-633-3330.
This program will continue in effect unless you notify us that you do not want to participate in this combined mailing program. If you wish to receive separate mailings for each Fund you own in the future, please call us at the telephone number above or mail your written request to Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 64121-9594 and we will resume separate mailings within 30 days.
SMALL ACCOUNT POLICY In order to address the relatively higher costs of servicing smaller fund positions, each Fund may assess, on an annual basis, a minimum balance fee of $20 on accounts that fall below $500. The minimum balance fee is assessed by the automatic redemption of shares in the account in an amount sufficient to pay the fee. The minimum balance fee does not apply to directly registered accounts that (i) make monthly purchases through systematic investing or (ii) are retirement accounts. Accounts held through intermediaries regardless of account type, will be included in the fee debit. If your Fund account falls below $50, regardless of account type, the Fund may redeem your remaining shares and send the proceeds to you. Accounts associated with defined contribution plans are exempted from the minimum balance fee and liquidation.
HOW TO REDEEM SHARES
You can redeem shares of each Fund any day the NYSE is open either through your financial advisor or directly from the Fund. Shares purchased by check are redeemable, although each Fund may withhold payment until the purchase check has cleared. If you are redeeming shares that you purchased within the past 15 days by check, telephone ACH or online ACH, your redemption will be delayed until the shares have been in your account for 15 days.
Because large redemptions are likely to require liquidation by the Fund of portfolio holdings, payment for large redemptions may be delayed for up to seven days to provide for orderly liquidation of such holdings. Under unusual circumstances, the Funds may suspend redemptions or postpone payment for more than seven days. Although most redemptions are made in cash, as described in the SAI, each Fund reserves the right to redeem shares in kind.
REDEMPTIONS THROUGH YOUR FINANCIAL ADVISER Your adviser must receive your request in proper form before the close of regular trading on the NYSE for you to
receive that day's NAV (less any applicable charges). Your adviser will be responsible for furnishing all necessary documents to Loomis Sayles Funds on a timely basis and may charge you for his or her services.
REDEMPTIONS THROUGH YOUR BROKER-DEALER You may redeem shares of the Funds through a broker-dealer that has been approved by the Distributor, which can be contacted at 399 Boylston Street, Boston, MA 02116. Your broker-dealer may charge you a fee for effecting such transaction. Your broker-dealer must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV (less any applicable charges). Your redemptions generally will be wired to your broker-dealer on the first business day after your request is received in good order.
REDEMPTIONS DIRECTLY FROM THE FUNDS Loomis Sayles Funds must receive your redemption request in proper form before the close of regular trading on the NYSE in order for you to receive that day's NAV(less any applicable charges). Your redemptions will generally be sent to you via first class mail within three business days after your request is received in good order.
You may make redemptions directly from each Fund in several ways.
. BY MAIL Send a signed letter of instruction that includes the name of the Fund, the exact name(s) in which the shares are registered, any special capacity in which you are signing (such as trustee or custodian or on behalf of a partnership, corporation, or other entity), your address, telephone number, account number, and the number of shares or dollar amount to be redeemed to the following address:
Regular Mail: Overnight Mail: Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
If you have certificates for the shares you want to sell, you must include them along with completed stock power forms.
All owners of shares must sign the written request in the exact names in which the shares are registered. The owners should indicate any special capacity in which they are signing (such as trustee or custodian or on behalf of a partnership, corporation or other entity).
. BY EXCHANGE You may sell some or all of your shares of a Fund and use the proceeds to buy shares of another Loomis Sayles Fund by sending a letter of instruction to Loomis Sayles Funds, calling Loomis Sayles Funds at 800-633-3330 or exchange online at www.loomissayles.com.
. BY INTERNET If you have established a Personal Identification Number (PIN), and you have established the electronic transfer privilege, you can redeem shares through your online account at www.loomissayles.com. If you have not established a PIN, but you have established the electronic transfer privilege,
click on "Account Access" at www.loomissayles.com, click on the appropriate user type, and then follow the instructions.
. BY TELEPHONE You may redeem shares by calling Loomis Sayles Funds at 800-633-3330. Proceeds from telephone redemption requests can be wired to your bank account, sent electronically by ACH to your bank account, or sent by check in the name of the registered owner(s) to the record address. A wire fee will be deducted from your proceeds. Your bank may charge you a fee to receive the wire.
Retirement shares may not be redeemed by telephone. Please call Loomis Sayles Funds at 800-633-3330 for an IRA Distribution Form, or download the form online at www.loomissayles.com.
The maximum value of shares that you may redeem by telephone or internet is $50,000. For your protection, telephone or internet redemption requests will not be permitted if Loomis Sayles Funds or the Fund has been notified of an address change or bank account information change for your account within the preceding 30 days. Unless you indicate otherwise on your account application, Loomis Sayles Funds will be authorized to accept redemption and transfer instructions by telephone. If you prefer, you can decline telephone redemption and transfer privileges.
The telephone redemption privilege may be modified or terminated by the Funds without notice. Certain of the telephone redemption procedures may be waived for holders of Institutional Class shares.
. SYSTEMATIC WITHDRAWAL PLAN If the value of your account is $25,000 or more, you can have periodic redemptions automatically paid to you or to someone you designate. Please call 800-633-3330 for more information or to set up a systematic withdrawal plan or visit www.loomissayles.com to obtain an Account Options Form.
. BY WIRE Before Loomis Sayles Funds can wire redemption proceeds to your bank account, you must provide specific wire instructions to Loomis Sayles Funds in writing. A wire fee will be deducted from the proceeds of each wire.
. BY ACH For ACH redemptions, proceeds (less any applicable redemption fee) will generally arrive at your bank within three business days.
MEDALLION SIGNATURE GUARANTEE You must have your signature guaranteed by a bank, broker-dealer, or other financial institution that can issue a medallion signature guarantee for the following types of redemptions:
. If you are redeeming shares worth more than $50,000.
. If you are requesting that the proceeds check be made out to someone other
than the registered owner(s) or sent to an address other than the address of
record.
. If the account registration or bank account information has changed within
the past 30 days.
. If you are instructing us to send the proceeds by check, wire or in some
circumstances ACH to a bank account whose owner(s) do not match the owner(s)
of the fund account.
The Funds will only accept medallion signature guarantees bearing the STAMP2000 Medallion imprint. Please note that a notary public cannot provide a medallion signature guarantee. This signature guarantee requirement may be waived by Loomis Sayles Funds in certain cases.
HOW TO EXCHANGE SHARES
You may exchange the shares of your Fund, subject to investment minimums, for Institutional Class shares of any Loomis Sayles Fund that offers Institutional Class shares, for Class Y shares of any Natixis Fund that offers Class Y shares or for Class A shares of Natixis Cash Management Trust, a money market fund that is advised by Natixis Asset Management Advisors, L.P., an affiliate of Loomis Sayles. All exchanges are subject to any restrictions described in the applicable Funds' prospectuses.
You may be unable to hold your shares through the same financial intermediary if you engage in certain share exchanges. You should contact your financial intermediary for further details.
The value of Fund shares that you wish to exchange must meet the investment minimum of the new fund. Please call 800-633-3330 (option 3) prior to requesting this transaction.
You may make an exchange by sending a signed letter of instruction or by telephone or through your online account at www.loomissayles.com, unless you have elected on your account application to decline telephone exchange privileges.
Please remember that an exchange may be a taxable event for federal and/or state income tax purposes, so that you may realize a gain or loss that is subject to income tax.
RESTRICTIONS ON BUYING, SELLING AND EXCHANGING SHARES
Frequent purchases and redemptions of Fund shares by shareholders may present certain risks for other shareholders in a Fund. This includes the risk of diluting the value of Fund shares held by long-term shareholders, interfering with the efficient management of a Fund's portfolio, and increasing brokerage and administrative costs. Funds investing in securities that require special valuation processes (such as foreign securities, high yield securities, or small cap securities) may also have increased exposure to these risks. Each Fund discourages excessive, short-term trading that may be detrimental to a Fund and its shareholders. The Funds' Board of Trustees has adopted the following policies to address and discourage such trading.
The Funds reserve the right to suspend or change the terms of purchasing or exchanging shares. Each Fund and the Distributor reserve the right to reject any purchase or exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive
to the management of the Fund. A shareholder whose exchange order has been rejected may still redeem its shares by submitting a redemption request as described under "How to Redeem Shares."
LIMITS ON FREQUENT TRADING. Without limiting the right of each Fund and the Distributor to reject any purchase or exchange order, each Fund and the Distributor may (but are not obligated to) restrict purchases and exchanges for the accounts of "market timers." An account may be deemed to be one of a market timer if it makes two "round trips" in any Fund over a 90-day interval, as determined by the Fund. A "round trip" is a purchase (including a purchase by exchange) into a Fund followed by a redemption (including a redemption by exchange) of any amount out of the same Fund. The above limits are applicable whether you hold shares directly with a Fund or indirectly through a financial intermediary, such as a broker, bank, investment adviser, recordkeeper for retirement plan participants, or other third party. The preceding is not an exclusive description of activities that the Funds and the Distributor may consider to be "market timing."
Notwithstanding the above, certain financial intermediaries, such as retirement plan administrators, may monitor and restrict the frequency of purchase and redemption transactions in a manner different from that described above. The policies of these intermediaries may be more or less restrictive than the generally applicable policies described above. The Fund may choose to rely on a financial intermediary's restrictions on frequent trading in place of the Fund's own restrictions if the Fund determines, in its discretion, that the financial intermediary's restrictions provide reasonable protection for the Fund from excessive short-term trading activity. Please contact your financial representative for additional information regarding their policies for limiting the frequent trading of Fund shares.
TRADE ACTIVITY MONITORING. Trading activity is monitored selectively on a daily basis in an effort to detect excessive short-term trading activities. If a Fund or the Distributor believes that a shareholder or financial intermediary has engaged in market timing or other excessive, short-term trading activity, it may, in its discretion, request that the shareholder or financial intermediary stop such activities or refuse to process purchases or exchanges in the accounts. In its discretion, each Fund or the Distributor may restrict or prohibit transactions by such identified shareholders or intermediaries. In making such judgments, the Funds and the Distributor seek to act in a manner that they believe is consistent with the best interests of all shareholders. The Funds and the Distributor also reserve the right to notify financial intermediaries of the shareholder's trading activity.
ACCOUNTS HELD BY FINANCIAL INTERMEDIARIES. The ability of a Fund and the Distributor to monitor trades that are placed by omnibus or other nominee accounts is more limited in those instances in which the financial intermediary maintains the record of a Fund's underlying beneficial owners. In general, each Fund and the Distributor will review trading activity at the omnibus account level. If a Fund and the Distributor detect suspicious activity, they may request and receive personal identifying information and transaction histories for some or all
underlying shareholders (including plan participants) to determine whether such shareholders have engaged in market timing or other excessive, short-term trading activity. If a Fund believes that a shareholder has engaged in market timing or other excessive, short-term trading activity in violation of the Fund's policies through an omnibus account, the Fund will attempt to limit transactions by the underlying shareholder which engaged in such trading, although it may be unable to do so. The Fund may also limit or prohibit additional purchases of Fund shares by an intermediary. Investors should not assume the Funds will be able to detect or prevent all market timing or other trading practices that may disadvantage the Funds.
DIVIDENDS AND DISTRIBUTIONS
It is the policy of each Fund to pay its shareholders each year, as dividends, substantially all of its net investment income. Each Fund also distributes substantially all of its net capital gains realized after applying any capital loss carry forwards.
Any capital gain distributions normally are made annually, but may be made more frequently as deemed advisable by the Funds and as permitted by applicable law. The Trustees may change the frequency with which each Fund declares or pays dividends.
The table below provides further information about each Fund's dividend policy.
FUND DIVIDEND POLICY -------------------------------------------------------------------------------------------- Loomis Sayles Fixed Income Fund Generally, declares and pays dividends Loomis Sayles Institutional High Income Fund annually -------------------------------------------------------------------------------------------- Loomis Sayles Intermediate Duration Fixed Income Fund Generally, declares and pays dividends Loomis Sayles Investment Grade Fixed Income Fund monthly -------------------------------------------------------------------------------------------- |
You may choose to:
. reinvest all distributions in additional shares; or
. have checks sent to the address of record for the amount of distribution or have the distribution transferred through ACH to a bank of your choice.
If you do not select an option when you open your account, all distributions will be reinvested.
TAX CONSEQUENCES
Except where noted, the discussion below addresses only the U.S. federal income tax consequences of an investment in a Fund and does not address any non-US, state, or local tax consequences.
Each Fund intends to meet the requirements of Subchapter M of the Internal Revenue Code (the "Code") necessary to qualify for treatment as a "regulated investment company" and thus does not expect to pay any federal income tax on income and capital gains distributed to shareholders.
Because all of the Funds are designed primarily for tax-exempt investors, such as pension plans, endowments and foundations, they are not managed with a view to reducing taxes.
Unless otherwise noted, the discussion below, to the extent describing shareholder-level tax consequences, pertains solely to taxable shareholders.
Taxation of Fund Distributions. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions attributable to the excess of net long-term capital gains from the sale of investments a Fund owned for more than one year over net short-term capital losses and that are designated by a Fund as capital gain dividends ("Capital Gain Dividends") will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Distributions attributable to the excess of net short-term capital gains from the sale of investments that a Fund owned for one year or less over, net long-term capital losses will be taxable as ordinary income. For the taxable years beginning before January 1, 2011, distributions of investment income designated by a Fund as derived from "qualified dividend income" will be taxed in the hands of individuals at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. The Funds do not expect a significant portion of their distributions to be derived from qualified dividend income.
Distributions are taxable whether you receive them in cash or reinvest them in additional shares. If a dividend or distribution is paid shortly after you purchase shares of a Fund, while in effect a return of capital to you, the dividend or distribution is taxable. You can avoid this, if you choose, by investing after the Fund has paid a dividend. Investors in tax-advantaged retirement accounts generally do not need to be concerned about this.
Distributions by a Fund to retirement plans and other investors that qualify for tax-exempt treatment under federal income tax laws will generally not be taxable. Special tax rules apply to investments through such retirement plans. If your investment is through such a plan, you should consult your tax adviser to determine the suitability of the Funds for investment through your plan and the tax treatment of distributions to you (including distributions of amounts attributable to an investment in a Fund) from such a plan.
Corporations may be able to take a dividends-received deduction for a portion of income dividends they receive.
For taxable years beginning before January 1, 2011, long-term capital gain rates applicable to individuals have been temporarily reduced to, in general, 15%, with lower rates applying to shareholders in the 15% and 10% rate brackets. For more information, see the Statement of Additional Information, under "Distribution and Taxes."
Sale or Exchange of Fund Shares. Any gain resulting from the sale or exchange of your shares will generally be subject to tax. Gains from selling shares held for more than one year generally are taxed at long-term capital gain rates, assuming such shares are held as capital assets, while those resulting from sales of shares held for one year or less generally are taxed at ordinary income rates.
Taxation of Certain Investments. A Fund's investments in foreign securities may be subject to foreign withholding or other taxes. In that case, the Fund's yield on those securities would be decreased. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes. In addition, a Fund's investments in foreign securities or foreign currencies may increase or accelerate the Fund's recognition of ordinary income and may affect the timing or amount of the Fund's distributions.
A Fund's investments in certain debt obligations, mortgage-backed securities, asset-backed securities and derivatives may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to liquidate investments, including times when it may not be advantageous to do so, in order to satisfy its distribution requirements.
A Fund may at times buy investments at a discount from the price at which they were originally issued, especially during periods of rising interest rates. For federal income tax purposes, some or all of this market discount will be included in such Fund's ordinary income and will be taxable to shareholders as such when it is distributed.
Non-U.S. Shareholders. Capital Gain Dividends will not be subject to
withholding. In general, dividends other than Capital Gain Dividends paid to a
shareholder that is not a "U.S. person" within the meaning of the Code (such
shareholder, a "Foreign Person") are subject to withholding of U.S. federal
income tax at a rate of 30% (or lower applicable treaty rate). However,
effective for taxable years of the Funds beginning before January 1, 2008, a
Fund generally will not be required to withhold any amounts with respect to
distributions of (i) U.S.-source interest income that would not be subject to
U.S. federal income tax if earned directly by an individual Foreign Person, and
(ii) net short-term capital gains in excess of net long-term capital losses, in
each case to the extent such distributions are properly designated by the Fund.
Pending legislation would extend the exemption from withholding for
interest-related distributions and short-term capital gain distributions for
one year. At the time of this filing, it is unclear whether the legislation
will be enacted. The Funds do not intend to make such designations.
Backup Withholding. Each Fund is required in certain circumstances to apply backup withholding on taxable dividends, redemption proceeds and certain other payments that are paid to any shareholder (including a shareholder who is neither a citizen nor a resident of the U.S.) who does not furnish the Fund certain information and certifications or who is otherwise subject to backup withholding. The backup withholding rate is 28% for amounts paid on or before December 31, 2010 and will be 31% for amounts paid after December 31, 2010. Backup withholding will not, however, be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor residents of the United States.
You should consult your tax advisor for more information on your own tax situation, including possible foreign, state and local taxes.
FINANCIAL HIGHLIGHTS
The financial highlights tables below are intended to help you understand each Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. The total returns represent the rate that you would have earned or lost on an investment in each Fund, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with each Fund's financial statements, is included in each Fund's annual report to shareholders. The annual reports are incorporated by reference into the SAI, both of which are available free of charge upon request from the Distributor.
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------ ---------------------------- Net asset value, Total Dividends Distributions beginning Net Net realized from from from net of the investment and unrealized investment net investment realized period income(c) gain (loss) operations income capital gains ------------------------------------------------------------------------------------- FIXED INCOME FUND INSTITUTIONAL CLASS 9/30/2007 $13.89 $0.83 $0.67 $1.50 $(0.90) $-- 9/30/2006 13.88 0.74 0.30 1.04 (1.03) -- 9/30/2005 13.93 0.75 0.58 1.33 (1.38) -- 9/30/2004 13.24 0.82 0.79 1.61 (0.92) -- 9/30/2003 10.95 0.84 2.40 3.24 (0.95) -- |
(a) Total returns would have been lower had the adviser not reduced its advisory fees and/or borne other operating expenses, if applicable. Periods less than one year, if applicable, are not annualized. (b) The adviser has agreed to reduce/reimburse a portion of the Fund's expense during the period. Without this reduction/reimbursement, if any, the Fund's ratio of expenses would have been higher. (c) Per share net investment income (loss) has been determined on the basis of the weighted average number of shares outstanding during the period. (d) Includes expense recapture of 0.00%.
Ratios to Average Net Assets --------------------------------------- Net asset value, Net assets, Net end of end of investment Portfolio Total Redemption the Total the period Net Gross income turnover distributions fees period return (%)(a) (000's) expenses (%)(b) expenses (%) (loss) (%) rate (%) -------------------------------------------------------------------------------------------------------------- $(0.90) $-- $14.49 11.3 $605,100 0.60 0.60 5.96 22 (1.03) -- 13.89 8.1 456,011 0.60(d) 0.60(d) 5.48 40 (1.38) -- 13.88 9.9 444,552 0.65 0.65 5.47 34 (0.92) -- 13.93 12.6 358,652 0.65 0.66 6.17 35 (0.95) -- 13.24 31.5 412,521 0.65 0.67 7.03 33 |
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------ --------------------------- Net asset value, Total Dividends Distributions beginning Net Net realized from from from net of the investment and unrealized investment net investment realized period income(c) gain (loss) operations income capital gains ------------------------------------------------------------------------------------- INSTITUTIONAL HIGH INCOME FUND INSTITUTIONAL CLASS 9/30/2007 $ 8.11 $0.55 $ 0.30 $0.85 $(0.51) $ -- 9/30/2006 7.80 0.50 0.34 0.84 (0.53) -- 9/30/2005 7.50 0.55 0.39 0.94 (0.64) -- 9/30/2004 6.91 0.55 0.66 1.21 (0.62) -- 9/30/2003 4.81 0.59 1.69 2.28 (0.18) -- INTERMEDIATE DURATION FIXED INCOME FUND INSTITUTIONAL CLASS 9/30/2007 $ 9.50 $0.45 $(0.01) $0.44 $(0.47) $ -- 9/30/2006 9.60 0.42 (0.07) 0.35 (0.45) $ -- 9/30/2005 9.92 0.40 (0.25) 0.15 (0.45) (0.02) 9/30/2004 10.10 0.45 (0.10) 0.35 (0.53) -- 9/30/2003 9.62 0.51 0.49 1.00 (0.52) -- INVESTMENT GRADE FIXED INCOME FUND INSTITUTIONAL CLASS 9/30/2007 $12.63 $0.70 $ 0.53 $1.23 $(0.90) $ -- 9/30/2006 13.28 0.60 0.22 0.82 (0.92) (0.55) 9/30/2005 13.54 0.57 0.27 0.84 (0.83) (0.27) 9/30/2004 13.38 0.67 0.75 1.42 (0.88) (0.38) 9/30/2003 11.56 0.77 1.87 2.64 (0.78) (0.04) |
(a) Total returns would have been lower had the adviser not reduced its advisory fees and/or borne other operating expenses, if applicable. Periods less than one year, if applicable, are not annualized (b) The adviser has agreed to reduce/reimburse a portion of the Fund's expense during the period. Without this reduction/reimbursement, if any, the Fund's ratio of expenses would have been higher. (c) Per share net investment income (loss) has been determined on the basis of the weighted average number of shares outstanding during the period. (d) Amount rounds to less than $0.01 per share, if applicable. (e) Includes expense recapture of 0.00%. (f) Effective July 1, 2005, the Intermediate Duration Fixed Income Fund decreased its net expense limitations to 0.40% from 0.45%. (g) Includes expense recapture of 0.01%.
Ratios to Average Net Assets --------------------------------------- Net asset value, Net assets, Net end of end of the investment Portfolio Total Redemption the Total period Net Gross income turnover distributions fees(d) period return (%)(a) (000's) expenses (%)(b) expenses (%) (loss) (%) rate (%) -------------------------------------------------------------------------------------------------------------- $(0.51) $ -- $ 8.45 10.8 $187,568 0.75(g) 0.75(g) 6.60 31 (0.53) -- 8.11 11.6 141,318 0.75 0.79 6.40 23 (0.64) -- 7.80 13.0 110,533 0.75 0.82 7.24 22 (0.62) -- 7.50 18.1 97,109 0.75 0.88 7.66 59 (0.18) 0.00 6.91 48.7 86,141 0.75 0.91 10.01 53 $(0.47) $ -- $ 9.47 4.8 $ 31,445 0.40 0.61 4.71 87 (0.45) -- 9.50 3.8 41,851 0.40 0.62 4.48 62 (0.47) -- 9.60 1.5 40,628 0.44(f) 0.68 4.10 50 (0.53) -- 9.92 3.6 31,051 0.45 0.76 4.48 48 (0.52) -- 10.10 10.7 37,103 0.45 0.74 5.15 63 $(0.90) $ -- $12.96 10.2 $261,741 0.53 0.53 5.52 23 (1.47) -- 12.63 6.8 173,549 0.55(e) 0.55(e) 4.79 50 (1.10) -- 13.28 6.4 186,749 0.55 0.58 4.28 42 (1.26) -- 13.54 11.1 177,094 0.55 0.60 5.03 34 (0.82) -- 13.38 23.8 142,271 0.55 0.62 6.22 32 |
IF YOU WOULD LIKE MORE INFORMATION ABOUT THE FUND, THE FOLLOWING DOCUMENTS ARE
AVAILABLE FREE UPON REQUEST:
ANNUAL AND SEMIANNUAL REPORTS - Provide additional information about the Funds'
investments. Each report includes a discussion of the market conditions and
investment strategies that significantly affected the Funds' performance during
the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - Provides more detailed information
about the Funds and their investment limitations and policies. The SAI has been
filed with the SEC and is incorporated into this Prospectus by reference.
To order a free copy of the Funds' annual or semiannual reports or their SAI, to request other information about the Funds and to make shareholder inquiries generally, contact your financial representative, visit the Funds' web site at www.loomissayles.com or contact the Funds at 800-343-2029.
Information about the Funds, including their reports and SAI, can be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington, DC. Text only copies of the Funds' reports and SAI are available free from the EDGAR Database on the Commission's web site at http://www.sec.gov. Copies of this information may also be obtained, after payment of a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Commission's Public Reference Section, Washington, DC 20549-0102.
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 202-551-8090.
PORTFOLIO HOLDINGS A description of each Fund's policies and procedures with respect to the disclosure of the Fund's portfolio securities is available in the Fund's SAI.
Natixis Distributors, L.P. ("Natixis Distributors"), an affiliate of Loomis Sayles, and other firms selling shares of Loomis Sayles Funds are members of the Financial Industry Regulatory Authority (FINRA) (formerly National Association of Securities Dealers, Inc.). As a service to investors, the FINRA has asked that we inform you of the availability of a brochure on its Public Disclosure Program. The program provides access to information about securities firms and their representatives. Investors may obtain a copy by contacting FINRA at 1-800-289-9999 or by visiting its web site at www.FINRA.org. Natixis Distributors distributes the Natixis Funds and Loomis Sayles Funds. If you have a complaint concerning Natixis Distributors or any of its representatives or associated persons, please direct it to Natixis Distributors, L.P., Attn: Director of Compliance, 399 Boylston Street - 12/th/ Floor, Boston, MA 02116 or call us at 617-449-2828.
[LOGO]
Loomis Sayles Funds
P.O. Box 219594
Kansas City, MO 61421-9594
800-633-3330
www.loomissayles.com
File No. 811-08282 M-LS51-0208
[GRAPHIC]
[GRAPHIC]
LOOMIS SAYLES MID CAP GROWTH FUND
LOOMIS SAYLES SMALL CAP GROWTH FUND
LOOMIS SAYLES SMALL CAP VALUE FUND
LOOMIS SAYLES TAX-MANAGED EQUITY FUND
[LOGO]
PROSPECTUS . FEBRUARY 1, 2008
Loomis, Sayles & Company, L.P., which has been an investment adviser since 1926, is the investment adviser of the Funds.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY FUND'S SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
TABLE OF CONTENTS
RISK/RETURN SUMMARY Loomis Sayles Mid Cap Growth Fund 1 Loomis Sayles Small Cap Growth Fund 5 Loomis Sayles Small Cap Value Fund 9 Loomis Sayles Tax-Managed Equity Fund 13 FEES AND EXPENSES OF THE FUNDS 16 SUMMARY OF PRINCIPAL RISKS 19 MANAGEMENT 27 Investment Adviser 27 Portfolio Managers 27 Distribution Plans and Administrative Services and Other Fees 28 GENERAL INFORMATION 30 How Fund Shares Are Priced 30 Accessing Your Account Information 32 How to Purchase Shares 32 How to Redeem Shares 35 How to Exchange Shares 38 Restrictions on Buying, Selling and Exchanging Shares 39 Dividends and Distributions 42 Tax Consequences 42 FINANCIAL HIGHLIGHTS 45 |
To learn more about the possible risks of investing in the Funds, please refer to the section "Summary of Principal Risks." This section details the risks of practices in which the Funds may engage. Please read this section carefully before you invest.
Fund shares are not bank deposits and are not guaranteed, endorsed or insured by the Federal Deposit Insurance Corporation or any other government agency, and are subject to investment risks, including possible loss of the principal invested.
RISK/RETURN SUMMARY
LOOMIS SAYLES MID CAP GROWTH FUND
INVESTMENT OBJECTIVE The Fund's investment objective is long-term capital growth from investments in common stocks or similar securities. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund normally will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in common stocks or other equity securities of companies with market capitalizations that fall within the capitalization range of companies included in the Russell Midcap Growth Index. In accordance with applicable Securities and Exchange Commission (the "SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund may invest the rest of its assets in companies of any size.
In deciding which securities to buy and sell, Loomis, Sayles & Company, L.P. ("Loomis Sayles") seeks to identify companies that it believes have distinctive products, technologies, or services, dynamic earnings growth, prospects for high levels of profitability, and solid management. Loomis Sayles typically does not consider current income when making buy/sell decisions.
The Fund may invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in other foreign securities. The Fund may engage in foreign currency transactions, options and futures transactions, and securities lending. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged. The Fund also may invest in securities offered in the secondary markets or in initial public offerings real estate investment trusts ("REITs") and Rule 144A securities. The Fund may engage in active and frequent trading of securities. Frequent trading may produce high transaction costs and a high level of taxable capital gains, which may lower the Fund's return.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described below. There are other circumstances (including non-principal risks that are not described here) which could prevent the Fund from achieving its investment goal. You may lose money by investing in the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. equity securities risk - the risk that the value of a stock may decline for a number of reasons which relate directly to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
. foreign securities risk - the risk that the value of the Fund's foreign investments will fall as a result of foreign political, social, or economic or currency changes or other issues relating to foreign investing generally.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. REITs risk - the risk that the value of the Fund's investments will fall as
a result of changes in underlying real estate values, rising interest rates,
limited diversification of holdings, higher costs and prepayment risk
associated with related mortgages, as well as other risks particular to
investments in real estate.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years. The returns for Retail Class shares differ from the Institutional Class returns shown in the bar chart to the extent their respective expenses differ. The Fund (formerly, Loomis Sayles Aggressive Growth Fund) changed its name and revised its investment strategies on February 1, 2007. The Fund's performance may have been different had the current investment strategies been in place for all of the periods shown.
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- 11.54% 197.78% -5.59% -49.36% -36.52% 40.09% 19.35% 15.41% 7.00% 39.70% |
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 83.44% (Fourth quarter 1999), and the Fund's worst quarter was down 38.63% (First quarter 2001).
PERFORMANCE TABLE The table below shows how the average annual total returns for each class of the Fund (before and after taxes for Institutional Class shares) for the one-year, five-year, ten-year, and since inception periods compare to those of the Russell Midcap Growth Index, an unmanaged, market capitalization weighted index of medium capitalization stocks determined by Russell to be growth stocks as measured by their price-to-book ratios and forecasted growth values. You may not invest directly in an index. The Fund's total returns reflect its expenses on a class-by-class basis. Institutional Class returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Russell Midcap Growth Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
---------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (12/31/96) ---------------------------------------------------------------------------------------- LOOMIS SAYLES MID CAP GROWTH FUND INSTITUTIONAL CLASS Return Before Taxes 39.70% 23.60% 11.26% 12.25% Return After Taxes on Distributions1 39.70% 23.52% 10.86% 11.62% Return After Taxes on Distributions and Sale of Fund Shares1 25.81% 21.02% 9.83% 10.60% RETAIL CLASS - Return Before Taxes 39.39% 23.27% 10.96% 11.95% RUSSELL MIDCAP GROWTH INDEX2 11.43% 17.90% 7.59% 8.87% |
1 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. The after-tax returns are shown for the
Institutional Class of the Fund. After-tax returns for other classes of the
Fund will vary. In some cases the after-tax returns may exceed the return
before taxes due to an assumed tax benefit from any loss on a sale of Fund
shares at the end of the measurement period.
2 The returns of the index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES SMALL CAP GROWTH FUND
INVESTMENT OBJECTIVE The Fund's investment objective is long-term capital growth from investments in common stocks or other equity securities. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund normally will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in equity securities of companies with market capitalizations that fall within the capitalization range of the Russell 2000 Index, an index that tracks stocks of 2,000 of the smallest U.S. companies. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund may invest the rest of its assets in companies of any size, including large capitalization companies.
In deciding which securities to buy and sell, Loomis Sayles seeks to identify companies that it believes have distinctive products, technologies, or services; dynamic earnings growth; prospects for high levels of profitability; and solid management. Loomis Sayles typically does not consider current income when making buy/sell decisions.
The Fund may invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in other foreign securities, including emerging markets securities. The Fund may engage in foreign currency transactions, options and futures transactions, and other derivative transactions and securities lending. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged. The Fund also may invest in Rule 144A securities. The Fund may engage in active and frequent trading of securities. Frequent trading may produce high transaction costs and a high level of taxable capital gains, which may lower the Fund's return.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objectives.
PRINCIPAL RISKS The principal risks of investing in the Fund are described below. There are other circumstances (including non-principal risks that are not described here) which could prevent the Fund from achieving its investment goal. You may lose money by investing in the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political and economic instability.
. equity securities risk - the risk that the value of a stock may decline for
a number of reasons which relate directly to the issuer, such as management
performance, financial leverage and reduced demand for the issuer's goods
and services.
. foreign securities risk - the risk that the value of the Fund's foreign investments will fall as a result of foreign political, social, economic changes or other issues relating to foreign investing generally.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. small capitalization companies risk - the risk that the Fund's investments
may be subject to more abrupt price movements, limited markets and less
liquidity than investments in larger, more established companies, which
could adversely affect the value of the portfolio.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years. The returns for Retail Class shares differ from the Institutional Class returns shown in the bar chart to the extent their respective expenses differ.
[CHART]
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 54.00% (Fourth quarter 1999), and the Fund's worst quarter was down 40.31% (Third quarter 2001).
PERFORMANCE TABLE The table below shows how the average annual total returns for each class of the Fund (before and after taxes for Institutional Class shares) for the one-year, five-year, ten-year, and since inception periods compare to those of the Russell 2000 Index and the Russell 2000 Growth Index. The Russell 2000 Index is an unmanaged index that consists of the 2,000 smallest companies in the Russell 3000 Index. The Russell 2000 Growth Index is an unmanaged index that measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. You may not invest directly in an index. The Fund's total returns reflect its expenses on a class-by-class basis. Institutional Class returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Russell 2000 Index and the Russell 2000 Growth Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2007
---------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (12/31/96) ---------------------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP GROWTH FUND INSTITUTIONAL CLASS Return Before Taxes 24.26% 19.78% 4.09% 5.40% Return After Taxes on Distributions1 24.26% 19.78% 3.96% 5.08% Return After Taxes on Distributions and Sale of Fund Shares1 15.77% 17.57% 3.52% 4.56% RETAIL CLASS - Return Before Taxes 24.00% 19.46% 3.83% 5.14% RUSSELL 2000 INDEX2 -1.57% 16.25% 7.08% 8.39% RUSSELL 2000 GROWTH INDEX2 7.05% 16.50% 4.32% 5.07% |
1 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. The after-tax returns are shown for the
Institutional Class of the Fund. After-tax returns for other classes of the
Fund will vary. In some cases the after-tax returns may exceed the return
before taxes due to an assumed tax benefit from any loss on a sale of Fund
shares at the end of the measurement period.
2 The returns of each index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES SMALL CAP VALUE FUND
INVESTMENT OBJECTIVE The Fund's investment objective is long-term capital growth from investments in common stocks or other equity securities. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund normally will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in equity securities of companies with market capitalizations that fall within the capitalization range of the Russell 2000 Index, an index that tracks stocks of 2,000 of the smallest U.S. companies. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund may invest the rest of its assets in companies of other capitalizations.
Loomis Sayles seeks to identify securities of smaller companies that it believes are undervalued by the market. Loomis Sayles will consider, among other things, price-to-earnings, price-to-book and price-to-cash flow ratios. The Fund's investments may include companies that have suffered significant business problems but are believed by Loomis Sayles to have favorable prospects for recovery. The Fund's investments may also include companies that are not yet well known to the investment community, but are considered to have favorable fundamental prospects and attractive valuation. Loomis Sayles generally seeks to achieve investment performance by selecting individual stocks it believes are attractive, rather than rotating the Fund's holdings among various sectors of the economy.
The Fund may invest up to 20% of its assets in securities of foreign issuers, including emerging markets securities. The Fund may engage in foreign currency transactions and also may invest in real estate investment trusts ("REITs"), Rule 144A securities, and, to the extent permitted by the Investment Company Act of 1940 and the rules thereunder (the "1940 Act"), investment companies. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged. The Fund may engage in active and frequent trading of securities. Frequent trading may produce high transaction costs and a high level of taxable capital gains, which may lower the Fund's return.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objectives.
PRINCIPAL RISKS The principal risks of investing in the Fund are described below. There are other circumstances (including non-principal risks that are not described here) which could prevent the Fund from achieving its investment goal. You may lose money by investing in the Fund.
. currency risk - the risk that the value of the Fund's investments will fall as a result of changes in exchange rates.
. emerging markets risk - the risk that the Fund's investments may face greater foreign securities risk since emerging markets countries may be more likely to experience political or economic instability.
. equity securities risk - the risk that the value of a stock may decline for a number of reasons which relate directly to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
. foreign securities risk - the risk that the value of the Fund's foreign investments will fall as a result of foreign political, social, or economic changes or other issues relating to foreign investing generally.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. REITs risk - the risk that the value of the Fund's investments will fall as
a result of changes in underlying real estate values, rising interest rates,
limited diversification of holdings, higher costs and prepayment risk
associated with related mortgages, as well as other risks particular to
investments in real estate.
. small capitalization companies risk - the risk that the Fund's investments
may be subject to more abrupt price movements, limited markets and less
liquidity than investments in larger, more established companies, which
could adversely affect the value of the portfolio.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years.1 The returns for Retail Class and Admin Class shares differ from the Institutional Class returns shown in the bar chart to the extent their respective expenses differ.
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ----- ---- ---- ---- ---- ---- |
-1.08% 0.37% 23.19% 13.87% -13.23% 34.55% 21.83% 6.24% 18.31% 3.44%
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 18.07% (Fourth quarter 1998), and the Fund's worst quarter was down 18.58% (Third quarter 1998).
1 The annual total returns shown reflect the results of the Loomis Sayles Small Cap Value Fund, a series of Loomis Sayles Funds II (the "Predecessor Fund") whose assets and liabilities were reorganized into the Fund, a series of Loomis Sayles Funds I, on September 12, 2003. Returns shown for the Institutional Class, Retail Class and Admin Class shares of the Fund reflect the results of shares of the corresponding class of the Predecessor Fund through September 12, 2003. For periods before the inception of Retail Class shares (December 31, 1996) and Admin Class shares (January 2, 1998) of the Predecessor Fund, the performance shown for those Classes is based on the returns of the Predecessor Fund's Institutional Class shares, adjusted to reflect the higher fees paid by Retail Class and Admin Class shares of the Predecessor Fund. Institutional Class Shares of the Predecessor Fund commenced operations on May 13, 1991.
PERFORMANCE TABLE The table below shows how the average annual total returns for each class of the Fund (before and after taxes for Institutional Class shares) for the one-year, five-year, ten-year and since inception periods compare to those of the Russell 2000 Index and the Russell 2000 Value Index. The Russell 2000 Index is an unmanaged index that consists of the 2,000 smallest companies in the Russell 3000 Index. The Russell 2000 Value Index is an unmanaged index that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. You may not invest directly in an index. The Fund's total returns reflect its expenses on a class-by-class basis. Institutional Class returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Russell 2000 Index and the Russell 2000 Value Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 20071
--------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (5/13/91) --------------------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP VALUE FUND INSTITUTIONAL CLASS Return Before Taxes 3.44% 16.34% 9.92% 14.44% Return After Taxes on Distributions2 1.65% 14.47% 8.30% 11.89% Return After Taxes on Distributions and Sale of Fund Shares2 4.18% 13.87% 8.04% 11.57% RETAIL CLASS - Return Before Taxes 3.21% 16.04% 9.65% 14.25% ADMIN CLASS - Return Before Taxes 2.93% 15.76% 9.35% 13.89% RUSSELL 2000 INDEX3 -1.57% 16.25% 7.08% 10.96% RUSSELL 2000 VALUE INDEX3 -9.78% 15.80% 9.06% 13.47% |
1 The annual total returns shown reflect the results of the Loomis Sayles Small Cap Value Fund, a series of Loomis Sayles Funds II (the "Predecessor Fund") whose assets and liabilities were reorganized into the Fund, a series of Loomis Sayles Funds I, on September 12, 2003. Returns shown for the Institutional Class, Retail Class and Admin Class shares of the Fund reflect the results of shares of the corresponding class of the Predecessor Fund through September 12, 2003. For periods before the inception of Retail Class shares (December 31, 1996) and Admin Class shares (January 2, 1998) of the Predecessor Fund, the performance shown for those Classes is based on the returns of the Predecessor Fund's Institutional Class shares, adjusted to reflect the higher fees paid by Retail Class and Admin Class shares of the Predecessor Fund. Institutional Class Shares of the Predecessor Fund commenced operations on May 13, 1991.
2 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. The after-tax returns are shown for the
Institutional Class of the Fund. After-tax returns for other classes of the
Fund will vary. In some cases the after-tax returns may exceed the return
before taxes due to an assumed tax benefit from any loss on a sale of Fund
shares at the end of the measurement period.
3 The returns of each index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
LOOMIS SAYLES TAX-MANAGED EQUITY FUND
INVESTMENT OBJECTIVE The Fund's investment objective is long-term capital growth.
PRINCIPAL INVESTMENT STRATEGIES The Fund normally will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in equity securities. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund may invest in companies of any size.
In seeking its investment objective, the Fund will use a tax-managed approach in an effort to minimize the effect of U.S. federal (and, in some cases, state) income tax on investment returns for investors who are subject to such taxes. This approach may involve, among other techniques, reducing the Fund's net capital gains by selling stocks on which it has unrealized loss, minimizing portfolio turnover, and identifying tax loss when selling part of a portfolio position.
In determining which securities to buy and sell, Loomis Sayles seeks to identify companies that Loomis Sayles believes will experience earnings growth rates that are above average and better than consensus earnings estimate over the next several years. In addition, Loomis Sayles may use a variety of valuation measures, including a company's price-to-earnings, price-to-book and price-to-cash-flow ratios.
The Fund also may invest in U.S. Government securities, when-issued securities, convertible securities, zero-coupon securities, real estate investment trusts ("REITs") and Rule 144A securities.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objectives.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially or otherwise be unwilling or
unable to meet their obligations to the Fund.
. equity securities risk - the risk that the value of a stock may decline for
a number of reasons which relate directly to the issuer, such as management
performance, financial leverage and reduced demand for the issuer's goods
and services.
. fixed income securities risk - the risk that the value of a fixed-income
security may decline for a number of reasons which relate directly to the
issuer, such as management performance, financial leverage and reduced
demand for the issuer's goods and services.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. REITs risk - the risk that the value of the Fund's investments will fall as
a result of changes in underlying real estate values, rising interest rates,
limited diversification of holdings, higher costs and prepayment risk
associated with related mortgages, as well as other risks particular to
investments in real estate.
. tax risk - the risk that the Fund may be unsuccessful in minimizing the
effect of U.S. federal or state income tax on investment returns.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year periods and since inception compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years.1 The Fund changed its name and investment strategies on June 1, 2003. The Fund's performance may have been different had the current investment strategies been in place for all of the periods shown.
[CHART]
The Fund's returns will vary. For example, during the period shown in the bar chart, the Fund's best quarter was up 21.09% (Fourth quarter 1998), and the Fund's worst quarter was down 12.52% (Third quarter 2002).
1 The annual total returns shown reflect the results of Loomis Sayles Tax-Managed Equity Fund, a series of Loomis Sayles Funds I (the "Predecessor Fund") whose assets and liabilities were reorganized into the Fund, a series of Loomis Sayles Funds II, on September 12, 2003. Returns shown for Institutional Class shares of the Fund reflect the results of shares of the Predecessor Fund through September 12, 2003.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares of the Fund (before and after taxes) for the one-year, five-year, ten-year and since inception periods compare to those of the Standard & Poor's 500 Index, a commonly used benchmark of U.S. equity securities. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Standard & Poor's 500 Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 20071
----------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (10/1/95)2 ----------------------------------------------------------------------------------------- LOOMIS SAYLES TAX-MANAGED EQUITY FUND INSTITUTIONAL CLASS Returns Before Taxes 9.54% 11.60% 9.53% 10.34% Returns After Taxes on Distributions3 9.05% 11.27% 6.72% 7.80% Returns After Taxes on Distributions and Sale of Fund Shares3 6.36% 9.98% 6.67% 7.64% STANDARD & POOR'S 500 INDEX4 5.49% 12.83% 5.91% 9.64% |
1 The annual total returns shown reflect the results of the Predecessor Fund whose assets and liabilities were reorganized into the Fund, a series of Loomis Sayles Funds II, on September 12, 2003. Returns shown for Institutional Class shares of the Fund reflect the results of shares of the Predecessor Fund through September 12, 2003.
2 The Fund was registered under the 1940 Act and commenced operations on October 1, 1995. The Fund's shares were registered under the Securities Act of 1933 on March 7, 1997.
3 After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on an investor's tax situation and
may differ from those shown. After-tax returns shown are not relevant to
investors who hold their shares through tax-deferred arrangements, such as
401(k) plans, qualified plans, education savings accounts such as 529 plans or
individual retirement accounts. In some cases the after-tax returns may exceed
the return before taxes due to an assumed tax benefit from any losses on a sale
of Fund shares at the end of the measurement period.
4 The returns of the index do not reflect a deduction for fees, expenses or
taxes. Since inception data for the index covers the period from the month-end
closest to the Fund's inception date through December 31, 2007.
FEES AND EXPENSES OF THE FUNDS
The following tables describe the fees and expenses that you may pay if you buy and hold shares of a Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
MAXIMUM SALES CHARGE REDEMPTION FEE (LOAD) IMPOSED MAXIMUM (AS A PERCENTAGE ON PURCHASES DEFERRED OF AMOUNT (AS A PERCENTAGE OF SALES CHARGE REDEEMED, IF FUND/CLASS OFFERING PRICE) (LOAD) APPLICABLE) ---------------------------------------------------------------------------------------- LOOMIS SAYLES MID CAP GROWTH FUND Institutional Class None None None Retail Class None None None ---------------------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP GROWTH FUND Institutional Class None None 2% of proceeds* Retail Class None None 2% of proceeds* ---------------------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP VALUE FUND Institutional Class None None 2% of proceeds* Retail Class None None 2% of proceeds* Admin Class None None 2% of proceeds* ---------------------------------------------------------------------------------------- LOOMIS SAYLES TAX-MANAGED EQUITY FUND Institutional Class None None None ---------------------------------------------------------------------------------------- |
* Will be charged on redemptions and exchanges of shares held for 60 days or less. For more information, see the section "Redemption Fees."
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS, AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
FEE TOTAL REDUCTION ANNUAL AND/OR FUND EXPENSE MANAGEMENT DISTRIBUTION OTHER OPERATING REIMBURSE- NET FUND/CLASS FEES (12B-1) FEES EXPENSES EXPENSES MENT EXPENSES -------------------------------------------------------------------------------------------- LOOMIS SAYLES MID CAP GROWTH FUND1 Institutional Class 0.75% 0.00% 0.35% 1.10% 0.10% 1.00% Retail Class 0.75% 0.25% 0.43% 1.43% 0.18% 1.25% -------------------------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP GROWTH FUND1 Institutional Class 0.75% 0.00% 0.48% 1.23% 0.23% 1.00% Retail Class 0.75% 0.25% 0.50% 1.50% 0.25% 1.25% -------------------------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP VALUE FUND2 Institutional Class 0.75% 0.00% 0.14%/(a)/ 0.89% 0.00% 0.89% Retail Class 0.75% 0.25% 0.24%/(a)/ 1.24% 0.08% 1.16% Admin Class 0.75% 0.25% 0.57%/(a)(b)/ 1.57% 0.16% 1.41% -------------------------------------------------------------------------------------------- LOOMIS SAYLES TAX-MANAGED EQUITY FUND3 Institutional Class 0.50% 0.00% 1.42% 1.92% 1.27% 0.65% -------------------------------------------------------------------------------------------- |
(a) Other Expenses include expenses indirectly borne by the Fund through investments in certain pooled investment vehicles ("Acquired Fund Fees and Expenses") of less than 0.01% of the Fund's average daily net assets. The expense information shown in the table above may differ from the expense information disclosed in the Fund's financial highlights table because the financial highlights table reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
(b) Other expenses include an administrative services fee of 0.25% for Admin Class shares. 1 Loomis Sayles has given a binding contractual undertaking to the Loomis Sayles Mid Cap Growth Fund and Loomis Sayles Small Cap Growth Fund to limit the amount of each Fund's total annual fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, to 1.00% for Institutional class shares and 1.25% for Retail class shares. This undertaking is in effect through January 31, 2009, and is reevaluated on an annual basis. Without this undertaking expenses would have been higher. 2 Loomis Sayles has given a binding contractual undertaking to the Loomis Sayles Small Cap Value Fund to limit the amount of the Fund's total annual fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, to 0.90% for Institutional class shares, 1.15% for Retail class shares and 1.40% for Admin class shares. This undertaking is in effect through January 31, 2009 and is reevaluated on an annual basis. Without this undertaking expenses for Retail and Admin Class shares would have been higher. 3 Loomis Sayles has given a binding contractual undertaking to the Loomis Sayles Tax-Managed Equity Fund to limit the amount of the Fund's total annual fund operating expenses, exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, to 0.65% for Institutional class shares. This undertaking is in effect through January 31, 2009 and is reevaluated on an annual basis. Without this undertaking expenses would have been higher.
Loomis Sayles will be permitted to recover, on a class by class basis, expenses it has borne through the undertakings described above to the extent that a Fund's expenses in later periods fall below the annual rates set forth in the relevant undertaking. A Fund will not be obligated to pay any such deferred fees and expenses more than one year after the end of the fiscal year in which the fee and expense was deferred.
EXAMPLE
This example*, which is based upon the expenses shown in the "Total Annual Fund Operating Expenses" column, is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds.
The example assumes that:
. You invest $10,000 in the Funds for the time periods indicated;
. Your investment has a 5% return each year;
. The Funds' operating expenses remain the same; and
. All dividends and distributions are reinvested.
Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
FUND/CLASS 1 YEAR* 3 YEARS* 5 YEARS* 10 YEARS* ------------------------------------------------------------------------- LOOMIS SAYLES MID CAP GROWTH FUND Institutional Class $102 $340 $597 $1,331 Retail Class $127 $435 $765 $1,698 ------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP GROWTH FUND Institutional Class $102 $368 $654 $1,468 Retail Class $127 $450 $795 $1,769 ------------------------------------------------------------------------- LOOMIS SAYLES SMALL CAP VALUE FUND Institutional Class $ 91 $284 $493 $1,096 Retail Class $118 $386 $673 $1,493 Admin Class $144 $480 $840 $1,854 ------------------------------------------------------------------------- LOOMIS SAYLES TAX-MANAGED EQUITY FUND Institutional Class $ 66 $480 $919 $2,140 ------------------------------------------------------------------------- |
* The examples for Loomis Sayles Mid Cap Growth Fund, Loomis Sayles Small Cap Growth Fund, Retail and Admin Class shares of Loomis Sayles Small Cap Value Fund and Loomis Sayles Tax-Managed Equity Fund are based on the Net Expenses for the 1-year period and on the Total Annual Fund Operating Expenses for the remaining periods. The example for Institutional Class shares of Loomis Sayles Small Cap Value Fund is based on the Total Annual Fund Operating Expenses for all periods.
A "snapshot" of each Fund's investments may be found in the Fund's annual and semiannual reports. In addition, a list of each Fund's full portfolio holdings, which is updated monthly after an aging period of at least 30 days, is available on the Fund's web site at www.loomissayles.com (click on "Products," "Mutual Funds" and then "Holdings"). These holdings will remain accessible on the web site until each Fund files its Form N-CSR or Form N-Q with the SEC for the period that includes the date of the information. In addition, a list of each Fund's top 10 holdings as of the month-end is generally available within 5 days after the month-end on the Fund's website at www.loomissayles.com (click on "Investor Type," "Individual Investors," select the name of the Fund whose holdings you wish to view and then "Portfolio"). Please see the back cover of this Prospectus for more information on obtaining a copy of a Fund's current annual or semiannual report.
SUMMARY OF PRINCIPAL RISKS
This section provides more information on the principal risks that may affect a Fund's portfolio. In seeking to achieve their investment goals, the Funds may also invest in various types of securities and engage in various investment practices which are not the principal focus of the Funds and therefore are not described in this Prospectus. These securities and investment practices and their associated risks are discussed in the Funds' Statement of Additional Information ("SAI"), which is available without charge upon request (see back cover).
Each Fund may borrow money for temporary or emergency purposes in accordance with its investment restrictions.
CREDIT RISK
This is the risk that the issuer or the guarantor of a fixed-income security, or the counterparty to an over-the-counter transaction, will be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. Each Fund may be subject to credit risk to the extent that it invests in fixed-income securities or is a party to over-the-counter transactions.
Funds that may invest in lower-quality fixed-income securities (commonly known as "junk bonds") are subject to greater credit risk and market risk than Funds that invest in higher-quality fixed-income securities. Lower-rated fixed-income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments.
Funds that invest in fixed-income securities issued in connection with corporate restructurings by highly-leveraged issuers or in fixed-income securities that are not current in the payment of interest or principal (i.e., in default) may be subject to greater credit risk because of these investments.
Funds that may invest in foreign securities are subject to increased credit risk, for example, because of the difficulties of requiring foreign entities to honor their contractual commitments and because a number of foreign governments and other issuers are already in default.
CURRENCY RISK
This is the risk that fluctuations in exchange rates between the U.S. dollar and foreign currencies may cause the value of a Fund's investments to decline. The Funds are subject to currency risk because they may invest in securities or other instruments denominated in, or receive revenues in, foreign currency.
DERIVATIVES RISK
Certain Funds may use derivatives, which are financial contracts whose value depends upon or is derived from the value of an underlying asset, reference rate, or
index. Examples of derivatives include options, futures and swap transactions. Those Funds may use derivatives as part of a strategy designed to reduce other risks ("hedging"). The Funds also may use derivatives to earn income, enhance yield, or broaden the Fund's diversification. This use of derivatives for these purposes entails greater risk than using derivatives solely for hedging purposes. If a Fund uses derivatives, it also faces additional risks, such as liquidity risk, the credit risk relating to the other party to a derivative contract, the risk of difficulties in pricing and valuation and the risk that changes in the value of a derivative may not correlate perfectly with relevant assets, rates or indices.
EMERGING MARKETS RISK
Economic and Political Risks Emerging market countries often experience instability in their political and economic structures. Government actions could have a significant impact on the economic conditions in such countries, which in turn would affect the value and liquidity of the assets of the Fund invested in emerging markets securities. Specific risks that could decrease the Fund's return include seizure of a company's assets, restrictions imposed on payments as a result of blockages on foreign currency exchanges and unanticipated social or political occurrences.
The ability of the government of an emerging market country to make timely payments on its debt obligations will depend on many factors, including the extent of its reserves, fluctuations in interest rates, and access to international credit and investments. A country that has non-diversified exports or relies on certain key imports will be subject to greater fluctuations in the pricing of those commodities. Failure to generate sufficient earnings from foreign trade will make it difficult for an emerging market country to service its foreign debt.
Companies trading in developing securities markets are generally smaller and have shorter operating histories than companies in developed markets. Foreign investors may be required to register the proceeds of sales. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed more often than in the U.S. Disruptions resulting from social and political factors may cause the securities markets to close. If extended closings were to occur, the liquidity and value of the Fund's assets invested in corporate debt obligations of emerging market companies would decline.
Investment Controls; Repatriation Foreign investment in emerging market country debt securities is restricted or controlled to varying degrees. These restrictions may at times limit or preclude foreign investment in certain emerging market country debt securities. Certain emerging market countries require government approval before investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit investments by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.
Emerging market countries may require governmental approval for the repatriation of investment income, capital or proceeds of sale of securities by foreign investors. In addition, if a deterioration occurs in an emerging market country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets in emerging market countries may require the Fund to adopt special procedures, seek local governmental approvals or take other actions, each of which may involve additional costs to the Fund.
EQUITY SECURITIES RISK
The value of the Fund's investments in equity securities is subject to the risks of unpredictable declines in the value of individual securities and periods of below-average performance in individual securities or in the equity market as a whole. In addition, the value of stock in the Fund's portfolio may decline for a number of reasons which relate directly to the issuer. Those reasons may include, among other things, management performance, the effects of financial leverage and reduced demand for a company's goods and services. Equity securities may include common stocks, preferred stocks, warrants, securities convertible into common or preferred stocks and other equity-like interests in an entity. Equity securities may take the form of stock in corporation, limited partnership interests, interests in limited liability companies, REITs or other trusts and other similar securities.
FIXED INCOME SECURITIES RISK
This is the risk that the value of fixed income securities in the Fund's portfolio may decline for a number of reasons which relate directly to the issuer. This may include, among other things, management performance, the effects of financial leverage and reduced demand for a company's goods and services. Fixed income securities are also subject to credit risk, interest rate risk and liquidity risk.
FOREIGN SECURITIES RISK
This is the risk associated with investments in issuers located or who do business in foreign countries. A Fund's investments in foreign securities may be less liquid and may experience more rapid and extreme changes in value than investments in securities of U.S. companies.
The securities markets of many foreign countries are relatively small, with a limited number of issuers and a small number of securities. In addition, foreign companies often are not subject to the same degree of regulation as U.S. companies. Reporting, accounting, and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Among other things, nationalization, expropriation or confiscatory taxation, currency blockage, political changes, or diplomatic developments can cause the value of a Fund's investments in a foreign
country to decline. In the event of nationalization, expropriation, or other confiscation, a Fund could lose its entire foreign investment.
Funds that invest in emerging markets may face greater foreign securities risk since emerging markets countries may be more likely to experience political and economic instability.
INTEREST RATE RISK
This is the risk that changes in interest rates will affect the value of a Fund's investments in fixed-income securities, such as bonds, notes, asset-backed securities, and other income-producing securities (such as preferred stocks). Fixed-income securities are obligations of the issuer to make payments of principal and/or interest on future dates. Increases in interest rates may cause the value of a Fund's investments to decline.
Even Funds that generally invest a significant portion of their assets in high-quality fixed-income securities are subject to interest rate risk. Interest rate risk is greater for funds that generally invest a significant portion of their assets in lower-quality fixed-income securities (commonly known as "junk bonds") or comparable unrated securities. Interest rate risk also is greater for Funds that generally invest in fixed-income securities with longer maturities or durations than for Funds that invest in fixed-income securities with shorter maturities or durations.
Interest rate risk is compounded for Funds when they invest a significant portion of their assets in mortgage-related or asset-backed securities because the value of mortgage-related and asset-backed securities generally is more sensitive to changes in interest rates than other types of fixed-income securities. When interest rates rise, the maturities of mortgage-related and asset-backed securities tend to lengthen, and the value of these securities decreases more significantly than the value of other types of securities. In addition, these types of securities are subject to prepayment when interest rates fall, which generally results in lower returns because funds that hold these types of securities must reinvest assets previously invested in these types of securities in fixed-income securities with lower interest rates.
Each Fund also faces increased interest rate risk when it invests in fixed-income securities paying no current interest, such as zero-coupon securities and principal-only securities) interest-only securities and fixed-income securities paying non-cash interest in the form of other fixed-income securities, because the prices of those types of securities tend to react more to changes in interest rates.
LEVERAGING RISK
When a Fund borrows money or otherwise leverages its portfolio, the value of an investment in the Fund will be more volatile, and all other risks are generally compounded. Funds face this risk if they create leverage by using investments such as reverse repurchase agreements, inverse floating rate instruments or derivatives, or by borrowing money.
LIQUIDITY RISK
Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling these illiquid securities at an advantageous price or at the time desired. Derivatives and securities that involve substantial interest rate or credit risk tend to involve greater liquidity risk. In addition, liquidity risk tends to increase to the extent a Fund invests in securities whose sale may be restricted by law or by contract, such as Rule 144A securities.
MANAGEMENT RISK
Management risk is the risk that Loomis Sayles' investment techniques could fail to achieve a Fund's objective and could cause your investment in a Fund to lose value. Each Fund is subject to management risk because each Fund is actively managed by Loomis Sayles. Loomis Sayles will apply its investment techniques and risk analyses in making investment decisions for each Fund, but there can be no guarantee that Loomis Sayles' decisions will produce the desired results. For example, securities that Loomis Sayles expects may appreciate in value may in fact decline. Similarly, in some cases derivative and other investment techniques may be unavailable or Loomis Sayles may determine not to use them, even under market conditions where their use could have benefited a Fund.
MARKET RISK
This is the risk that the value of a Fund's investments will change as financial markets fluctuate and that prices overall may decline. The value of a company's securities may fall as a result of factors that directly relate to that company, such as decisions made by its management or lower demand for the company's products or services. A security's value also may fall because of factors affecting not just the company, but companies in its industry or in a number of different industries, such as increases in production costs. The value of a company's securities also may be affected by changes in financial market or other economic conditions, such as changes in interest rates or currency exchange rates. In addition, a company's securities generally pays dividends only after the company makes required payments to holders of its bonds or other debt. For this reason, the value of the stock will usually react more strongly than bonds and other fixed-income securities to actual or perceived changes in the company's financial condition or prospects. Market risk tends to be greater when a Fund invests in fixed-income securities with longer maturities.
Market risk generally is greater for funds that invest substantially in small and medium-sized companies, since these companies tend to be more vulnerable to adverse developments than large companies. IPO securities tend to involve greater market risk than other equity securities due, in part, to public perception and the lack of public information and trading history.
REITS RISK
REITs involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, risks of default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, and failing to maintain their exemptions from registration under the 1940 Act.
REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than more widely-held securities.
A Fund's investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from REITs will not qualify for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income.
SMALL CAPITALIZATION COMPANIES RISK
The general risks associated with corporate income-producing securities are particularly pronounced for securities issued by companies with smaller market capitalizations. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. As a result, they may be subject to greater levels of credit, market and issuer risk. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities and their values may fluctuate more sharply than other securities. Further, securities of smaller companies may perform differently in different cycles than larger company securities. Companies with medium-sized market capitalizations may have risks similar to those of smaller companies.
SECURITIES LENDING
Each Fund may lend a portion of their portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. Please see "Investment Strategies" in the Statement of Additional Information ("SAI") for details. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned
or becomes insolvent. Investments of cash collateral may also lose value or become illiquid, although each Fund remains obligated to return the collateral amount to the borrower upon termination or maturity of the securities loan, and may realize losses on the collateral investments or be required to liquidate other portfolio securities to satisfy its obligations. A Fund may pay lending fees to the party arranging the loan.
TRANSACTIONS WITH OTHER INVESTMENT COMPANIES
Pursuant to SEC exemptive relief, each Fund may be permitted to invest its daily cash balances in shares of money market and short-term bond funds advised by Natixis Asset Management Advisors, L.P. (formerly IXIS Asset Management Advisors, L.P.) (an affiliate of Loomis Sayles) ("Natixis Advisors") or its affiliates ("Central Funds"). The Central Funds currently include the Natixis Cash Management Trust-Money Market Series (formerly IXIS Cash Management Trust-Money Market Series), Institutional Daily Income Fund, Cortland Trust, Inc. and Short Term Income Fund, Inc. Each Central Fund is advised by Reich & Tang Asset Management, LLC ("Reich & Tang"), except for Natixis Cash Management Trust-Money Market Series, which is advised by Natixis Advisors and subadvised by Reich & Tang. Because Loomis Sayles, Natixis Advisors and Reich & Tang are each subsidiaries of Natixis Global Asset Management, L.P. (formerly IXIS Asset Management America, L.P.) (herein referred to as "Natixis Global Asset Management US"), the Funds and the Central Funds may be considered to be related companies comprising a "group of investment companies" under the 1940 Act.
Pursuant to such exemptive relief, the Funds may also borrow and lend money for temporary or emergency purposes directly to and from other Funds through an interfund credit facility. In addition to the Funds and the Central Funds, series of the following mutual fund groups may also be able to participate in the facility: Natixis Funds Trust I (except the CGM Advisor Targeted Equity Fund series), Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Gateway Trust, Harris Associates Investment Trust, Loomis Sayles Funds I and Loomis Sayles Funds II. The advisers and subadvisers to these mutual funds currently include Natixis, Reich & Tang, Loomis Sayles, AEW Management and Advisors, L.P., BlackRock Investment Management, LLC ("BlackRock"), Dreman Value Management, LLC ("Dreman"), Gateway Investment Advisors, LLC, Hansberger Global Investors, Inc., Harris Associates L.P., Vaughan Nelson Investment Management, L.P. and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock and Dreman) are subsidiaries of Natixis Asset Management and are thus "affiliated persons" under the 1940 Act by reason of being under common control by Natixis Asset Management. In addition, because the Funds, and other funds, are advised by firms that are affiliated with one another, they may be considered to be related companies comprising a "group of investment companies" under the 1940 Act. The Central Funds will participate in the Credit Facility only as lenders. Participation in such an interfund lending program would be voluntary for both borrowing and lending funds, and a Fund would participate in an interfund lending program only if the Board of Trustees determined that doing so would benefit a Fund. Should a Fund
participate in such an interfund lending program, the Board of Trustees would establish procedures for the operation of the program by the advisers or an affiliate. The Funds may engage in the transactions described above without further notice to shareholders.
MANAGEMENT
INVESTMENT ADVISER
Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, serves as the investment adviser to the Funds. Loomis Sayles is a subsidiary of Natixis Global Asset Management L.P. ("Natixis US") (formerly IXIS Asset Management US Group), which is part of Natixis Asset Management Group, an international asset management group based in Paris, France (formerly IXIS Asset Management Group). Founded in 1926, Loomis Sayles is one of the oldest investment firms in the U.S. with over $129.9 billion in assets under management as of December 31, 2007. Loomis Sayles is well known for its professional research staff, which is one of the largest in the industry. Loomis Sayles is responsible for making investment decisions for each Fund and for providing general business management and administration to each Fund.
The aggregate advisory fees paid by the Funds during the fiscal year ended September 30, 2007 as a percentage of each Fund's average daily net assets were:
FUND AGGREGATE ADVISORY FEE ------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund 0.70% (after reduction) ------------------------------------------------------------- Loomis Sayles Small Cap Growth Fund 0.58% (after reduction) ------------------------------------------------------------- Loomis Sayles Small Cap Value Fund 0.75% ------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund 0.50% ------------------------------------------------------------- |
A discussion of the factors considered by the Funds' Board of Trustees in approving the Funds' investment advisory contracts is available in the Funds' annual reports for the fiscal year ended September 30, 2007.
PORTFOLIO MANAGERS
The following persons have had primary responsibility for the day-to-day management of each indicated Fund's portfolio since the date stated below. Except where noted, each portfolio manager has been employed by Loomis Sayles for at least five years.
Mark F. Burns has served as portfolio manager of the LOOMIS SAYLES SMALL CAP GROWTH FUND since January 2005. Mr. Burns, Vice President of Loomis Sayles, began his investment career in 1993 and joined Loomis Sayles in 1999. Mr. Burns holds the designation of Chartered Financial Analyst. He received a B.A. from Colby College and a M.B.A. from Cornell University and has over 14 years of investment experience.
Philip C. Fine has served as portfolio manager of the LOOMIS SAYLES MID CAP GROWTH FUND since February 1999. Mr. Fine, Vice President of Loomis Sayles, began his investment career in 1988 and joined Loomis Sayles in 1996. Mr. Fine
holds the designation of Chartered Financial Analyst. He received an A.B. and a Ph.D. from Harvard University and has over 19 years of investment experience.
Joseph R. Gatz has served as portfolio manager of the LOOMIS SAYLES SMALL CAP VALUE FUND since January 2000. Mr. Gatz, Vice President of Loomis Sayles, began his investment career in 1985 and joined Loomis Sayles in 1999. Mr. Gatz holds the designation of Chartered Financial Analyst. He received a B.A. from Michigan State University and an M.B.A. from Indiana University and has over 22 years of investment experience.
Mark Shank has served as portfolio manager of the LOOMIS SAYLES TAX-MANAGED EQUITY FUND since June 2003. Mr. Shank, Vice President of Loomis Sayles, began his investment career in 1981 and joined Loomis Sayles in 1983. Mr. Shank holds the designation of Chartered Financial Analyst. He received a B.A. from Drake University and an M.S. from the University of Wisconsin and has over 26 years of investment experience.
John J. Slavik has served as portfolio manager of the LOOMIS SAYLES SMALL CAP GROWTH FUND since April 2005. Mr. Slavik, Vice President of Loomis Sayles, began his investment career in 1991 and joined Loomis Sayles in April 2005. Prior to joining Loomis Sayles, Mr. Slavik was a vice president and portfolio manager at Westfield Capital Management, LLC from November 2000 to March 2005. Mr. Slavik holds the designation of Chartered Financial Analyst. He received a B.A. from the University of Connecticut and has over 16 years of investment experience.
David G. Sowerby has served as portfolio manager of the LOOMIS SAYLES TAX-MANAGED EQUITY FUND since August 2005. Mr. Sowerby, Vice President of Loomis Sayles, began his investment career in 1986 and joined Loomis Sayles in 1998. Mr. Sowerby holds the designation of Chartered Financial Analyst. He received a B.A. and an M.B.A from Wayne State University and has over 21 years of investment experience.
Daniel G. Thelen has served as portfolio manager of the LOOMIS SAYLES SMALL CAP VALUE FUND since April 2000. Mr. Thelen, Vice President of Loomis Sayles, began his investment career in 1990 and joined Loomis Sayles in 1996. Mr. Thelen holds the designation of Chartered Financial Analyst. He received a B.A. and an M.B.A. from Michigan State University and has over 17 years of investment experience.
Please see the SAI for information on Portfolio Manager compensation, other accounts under management by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Funds.
DISTRIBUTION PLANS AND ADMINISTRATIVE SERVICES AND OTHER FEES
For the Retail and Admin Classes of the Funds, the Funds offering those classes have adopted distribution plans under Rule 12b-1 of the 1940 Act that allow the Funds to pay fees for the sale and distribution of Retail and Admin Class shares and for services provided to shareholders. This 12b-1 fee currently is 0.25% of a Fund's
average daily net assets attributable to the shares of a particular Class. Because these fees are paid out of the Funds' assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges and service fees.
Admin Class shares of Loomis Sayles Small Cap Value Fund are offered exclusively through intermediaries, who will be the record owners of the shares. Admin Class shares may pay an administrative services fee at an annual rate of up to 0.25% of the average daily net assets attributable to Admin Class shares to securities dealers or financial intermediaries for providing personal service and account maintenance for their customers who hold these shares.
Natixis Distributors, L.P. (the "Distributor"), on behalf of Loomis Sayles, may pay certain broker-dealers and financial intermediaries whose customers are existing shareholders of the Funds a continuing fee at an annual rate of up to 0.35% of the value of Fund shares held for those customers' accounts, although this continuing fee is paid by the Distributor, on behalf of Loomis Sayles, out of its own assets and is not assessed against the Fund.
The Distributor, the Funds' adviser and their respective affiliates may, out of their own resources, which generally come directly or indirectly from fees paid by the Funds, make payments in addition to the payments described in this section to dealers and other financial intermediaries that satisfy certain criteria established from time to time by the Distributor. Payments may vary based on sales, the amount of assets a dealer's or intermediary's clients have invested in the Funds, and other factors. These payments may also take the form of sponsorship of seminars or informational meetings or payments for attendance by persons associated with a dealer or intermediary at informational meetings. The Distributor and its affiliates may also make payments for recordkeeping and other transfer agency-related services to dealers and intermediaries that sell Fund shares.
The payments described in this section, which may be significant to the dealers and the financial intermediaries, may create an incentive for a dealer or financial intermediary or their representatives to recommend or sell shares of a particular fund or share class over other mutual funds or share classes. Additionally, these payments may result in the Funds' receiving certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments, including placement on a sales list, including a preferred or select sales list, or in other sales programs. These payments may create potential conflicts of interest between an investor and a dealer or other financial intermediary who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial representative and review carefully any disclosure by the dealer or other financial intermediary as to what monies it receives from mutual fund advisers and distributors, as well as how your financial representative is compensated. Please see the SAI for additional information about payments made by the Distributor and its affiliates to dealers and other financial intermediaries. Please also contact your dealer or financial intermediary for details about payments it may receive.
GENERAL INFORMATION
HOW FUND SHARES ARE PRICED
"Net asset value" ("NAV") is the price of one share of a Fund without a sales charge and is calculated each business day using this formula:
TOTAL MARKET VALUE OF SECURITIES + CASH AND OTHER ASSETS - LIABILITIES NET ASSET VALUE = ---------------------------------------------------------------------- NUMBER OF OUTSTANDING SHARES |
The net asset value of Fund shares is determined pursuant to policies and procedures approved by the Fund's Board of Trustees as summarized below:
. A share's net asset value is determined at the close of regular trading on
the NYSE on the days the NYSE is open for trading. This is normally 4:00
p.m. Eastern time. A Fund's shares will not be priced on the days on which
the NYSE is closed for trading. In addition, a Fund's shares will not be
priced on the holidays listed in the SAI. See the section "Net Asset Value"
in the SAI for more details.
. The price you pay for purchasing, redeeming or exchanging a share will be based upon the net asset value next calculated (plus or minus applicable sales charges as described earlier in this Prospectus) after your order is received "in good order."1
. Requests received by the Funds after the NYSE closes will be processed based
upon the net asset value determined at the close of regular trading on the
next day that the NYSE is open. The price you pay for purchasing, redeeming
or exchanging a share will be based upon the net asset value next calculated
after your order is received by the transfer agent "in good order." If the
transfer agent receives the order in good order by 4:00 p.m. Eastern time,
the shareholder will receive that day's net asset value. Under limited
circumstances, the Distributor may enter into contractual agreements
pursuant to which orders received by your investment dealer before the Fund
determines its net asset value and transmitted to the Distributor prior to
9:30 a.m. on the next business day, are processed at the net asset value
determined on the day the order was received by your investment dealer.
PLEASE CONTACT YOUR INVESTMENT DEALER TO DETERMINE WHETHER IT HAS ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT. IF YOUR INVESTMENT DEALER HAS NOT ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT, YOUR ORDER WILL BE PROCESSED AT THE NET
ASSET VALUE NEXT DETERMINED AFTER YOUR INVESTMENT DEALER SUBMITS THE ORDER
TO THE FUND.
. A Fund significantly invested in foreign securities may have net asset value changes on days when you cannot buy or sell its shares.
Generally, during times of substantial economic or market change, it may be difficult to place your order by phone. During these times, you may deliver your order in person to the Fund or send your order by mail as described in the sections "How to Purchase Shares" and "How to Redeem Shares."
1 Please see the "How to Purchase Shares" section which provides additional information regarding who can receive a purchase order.
Generally, Fund securities are valued as follows:
. EQUITY SECURITIES -- market price or as provided by a pricing service if market price is unavailable.
. DEBT SECURITIES (OTHER THAN SHORT-TERM OBLIGATIONS) -- based upon pricing service valuations, which determine valuations for normal, institutional-size trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
. SHORT-TERM OBLIGATIONS (PURCHASED WITH AN ORIGINAL OR REMAINING MATURITY OF 60 DAYS OR LESS) -- amortized cost (which approximates market value).
. SECURITIES TRADED ON FOREIGN EXCHANGES -- market price on the non-U.S. exchange, unless the Fund believes that an occurrence after the close of that exchange will materially affect the security's value. In that case, the security may be fair valued at the time the Fund determines its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing securities, the Funds may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time a Fund's net asset value is calculated.
. OPTIONS -- The Funds generally value exchange traded options at the average of the closing bid and asked quotations.
. FUTURES -- unrealized gain or loss on the contract using current settlement price. When a settlement price is not used, futures contracts will be valued at their fair value as determined by or pursuant to procedures approved by the Board of Trustees.
. ALL OTHER SECURITIES -- fair market value as determined by the adviser of the Fund pursuant to procedures approved by the Board of Trustees.
As described above, if market prices are not readily available for a security, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value (which is the amount that a Fund might reasonably expect to receive from a current sale of the security in the ordinary course of business). A Fund may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances, such as when extraordinary events occur after the close of the relevant market but prior to the close of the NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets). Fair value pricing may require subjective determinations about the value of a security, and fair values used to determine a Fund's net asset value may differ from quoted or
published prices, or from prices that are used by others, for the same securities. In addition, the use of fair value pricing may not always result in adjustments to the prices of securities held by a Fund.
ACCESSING YOUR ACCOUNT INFORMATION
LOOMIS SAYLES FUNDS WEBSITE You can access our website at www.loomissayles.com to perform transactions (purchases, redemptions or exchanges), to review your account information, change your address, order duplicate statements or tax forms, or to obtain a prospectus, an SAI, an application or periodic reports.
LOOMIS SAYLES AUTOMATED VOICE RESPONSE SYSTEM You have access to your account 24 hours a day by calling Loomis Sayles' automated voice response system at 800-633-3330, option 1. Using this customer service option you may review your account balance and Fund prices, order duplicate statements, order duplicate tax forms, obtain distribution and performance information and obtain wiring instructions.
HOW TO PURCHASE SHARES
You can buy shares of each Fund in several ways:
THROUGH A FINANCIAL ADVISER Your financial adviser will be responsible for furnishing all necessary documents to Loomis Sayles Funds. Your financial adviser may charge you for these services. Your adviser must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV.
THROUGH A BROKER-DEALER You may purchase shares of the Funds through a broker-dealer that has been approved by Natixis Distributors, which can be contacted at 399 Boylston Street, Boston, MA 02116. Your broker-dealer may charge you a fee for effecting such transactions. Your broker-dealer must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV.
DIRECTLY FROM THE FUND Loomis Sayles Funds must receive your purchase request in proper form before the close of regular trading on the NYSE in order for you to receive that day's NAV.
You can purchase shares directly from each Fund in several ways:
. BY MAIL You can buy shares of each Fund by submitting a completed application form, which is available online at www.loomissayles.com or by calling Loomis Sayles Funds at 800-633-3330, along with a check payable to Loomis Sayles Funds for the amount of your purchase to:
Regular Mail Overnight Mail Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
After your account has been established, you may send subsequent investments directly to Loomis Sayles Funds at the above addresses. Please include either the investment slip from your account statement or a letter specifying the Fund name, your account number and your name, address and telephone number.
. BY WIRE You also may wire subsequent investments by using the following wire instructions. Your bank may charge a fee for transmitting funds by wire.
State Street Bank and Trust Company
ABA No. 011000028
DDA 9904-622-9
(Your account number)
(Your name)
(Name of Fund)
. BY TELEPHONE If you established the electronic transfer privilege on your new account, you can make subsequent investments by calling Loomis Sayles Funds at 800-633-3330. If you did not establish the electronic transfer privilege on your application, you may add the privilege by obtaining an Account Options Form through your financial adviser, by calling Loomis Sayles Funds at 800-633-3330 or by visiting www.loomissayles.com.
. BY EXCHANGE You may purchase shares of a Fund by exchange of shares of another Fund by sending a signed letter of instruction to Loomis Sayles Funds, by calling Loomis Sayles Funds at 800-633-3330 or by accessing your account online at www.loomissayles.com.
. BY INTERNET If you have established a Personal Identification Number (PIN) and you have established the electronic transfer privilege, you can make subsequent investments through your online account at www.loomissayles.com. If you have not established a PIN but you have established the electronic transfer privilege from www.loomissayles.com, click on "Account Access" then click on the appropriate user type and then follow the instructions.
. THROUGH SYSTEMATIC INVESTING You can make regular investments of $50 or more per month through automatic deductions from your bank checking or savings account. If you did not establish the electronic transfer privilege on your application, you may add the privilege by obtaining an Account Options Form through your financial adviser, by calling Loomis Sayles Funds at 800-633-3330 or by visiting www.loomissayles.com.
Each Fund sells its shares at the NAV next calculated after the Fund receives a properly completed investment order. The Fund generally must receive your properly completed order before the close of regular trading on the NYSE for your shares to be bought or sold at the Fund's NAV on that day.
Subject to the approval of the Fund, an investor may purchase Institutional Class shares of a Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's valuation
policies. These transactions will be effected only if Loomis Sayles deems the security to be an appropriate investment for the Fund. Assets purchased by a Fund in such a transaction will be valued in accordance with procedures adopted by the Fund. The Funds reserve the right to amend or terminate this practice at any time.
All purchases made by check should be in U.S. dollars and made payable to Loomis Sayles Funds. Third party checks, starter checks and credit card convenience checks will not be accepted. When you make an investment by check or by periodic account investment, you will not be permitted to redeem that investment until the shares have been in your account for 15 days.
A Fund may periodically close to new purchases of shares or refuse an order to buy shares if the Fund determines that doing so would be in the best interests of the Fund and its shareholders. See "Restrictions on Buying, Selling and Exchanging Shares" below. Except as otherwise permitted by the Distributor, the Funds will only accept accounts from U.S. citizens with a U.S. address or resident aliens with a U.S. address and a U.S. taxpayer identification number.
Each Fund is required by federal regulations to obtain personal information from you and to use that information to verify your identity. A Fund may not be able to open your account if the requested information is not provided. EACH FUND RESERVES THE RIGHT TO REFUSE TO OPEN AN ACCOUNT, CLOSE AN ACCOUNT AND REDEEM YOUR SHARES AT THE THEN CURRENT PRICE OR TAKE OTHER SUCH STEPS THAT THE FUND DEEMS NECESSARY TO COMPLY WITH FEDERAL REGULATIONS IF YOUR IDENTITY IS NOT VERIFIED.
The following table shows the minimum initial investment for each class of shares of each Fund.
FUND MINIMUM INITIAL INVESTMENT ---------------------------------------------------------------- Loomis Sayles Mid Cap Growth Fund Institutional - $100,000 Loomis Sayles Small Cap Growth Fund Retail - $2,500 ---------------------------------------------------------------- Loomis Sayles Small Cap Value Fund Institutional - $100,000 Retail - $2,500 Admin - No Minimum ---------------------------------------------------------------- Loomis Sayles Tax-Managed Equity Fund Institutional - $25,000 ---------------------------------------------------------------- |
Each Fund's shares (except Admin Class shares) may be purchased by all types of tax-deferred retirement plans. If you wish to open an individual retirement account (IRA) with a Fund, you may obtain retirement plan forms available online at www.loomissayles.com, or by calling Loomis Sayles Funds at 800-633-3330. The Loomis Sayles Tax-Managed Equity Fund may not be appropriate for tax-exempt investors. Admin Class shares are intended primarily for qualified retirement plans held in an omnibus fashion and are not appropriate for individual investors.
Each subsequent investment must be at least $50. Loomis Sayles Funds reserves the right to waive these minimums in its sole discretion, including for certain retirement plans whose accounts are held on the books of the Funds' transfer agent
in an omnibus fashion. At the discretion of Loomis Sayles, employees and clients of Loomis Sayles, and their respective family members, may purchase shares of the funds offered through this prospectus below the stated minimums. In addition, at the discretion of Natixis Advisors, clients of Natixis Advisors may also purchase shares of the Funds below the stated minimums.
In our continuing effort to reduce your Fund's expenses and amount of mail that you receive from Loomis Sayles Funds, we will mail only a single copy of prospectuses, proxy statements and financial reports to your household. Additional copies may be obtained by calling 800-633-3330.
This program will continue in effect unless you notify us that you do not want to participate in this combined mailing program. If you wish to receive separate mailings for each Fund you own in the future, please call us at the telephone number above or mail your written request to Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 64121-9594 and we will resume separate mailings within 30 days.
SMALL ACCOUNT POLICY In order to address the relatively higher costs of servicing smaller fund positions, each Fund may assess, on an annual basis, a minimum balance fee of $20 on accounts that fall below $500. The minimum balance fee is assessed by the automatic redemption of shares in the account in an amount sufficient to pay the fee. The minimum balance fee does not apply to directly registered accounts that (i) make monthly purchases through systematic investing or (ii) are retirement accounts. If your Fund account falls below $50 the Fund may redeem your remaining shares and send the proceeds to you. Accounts associated with defined contribution plans are excepted from the minimum balance fee and liquidation.
HOW TO REDEEM SHARES
You can redeem shares of each Fund any day the NYSE is open either through your financial advisor or directly from the Fund. Shares purchased by check are redeemable, although each Fund may withold payment until the purchase check has cleared. If you are redeeming shares that you purchased within the past 15 days by check, telephone ACH or online ACH, your redemption will be delayed until the shares have been in your account for 15 days.
Because large redemptions are likely to require liquidation by the Fund of portfolio holdings, payment for large redemptions may be delayed for up to seven days to provide for orderly liquidation of such holdings. Under unusual circumstances, the Funds may suspend redemptions or postpone payment for more than seven days. Although most redemptions are made in cash, as described in the SAI, each Fund reserves the right to redeem shares in kind.
A 2% redemption fee may apply to redemptions of shares within 60 days of their acquisition. See the section "Restrictions on Buying, Selling and Exchanging Shares."
REDEMPTIONS THROUGH YOUR FINANCIAL ADVISER Your adviser must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV (less any applicable charges). Your adviser will be responsible for furnishing all necessary documents to Loomis Sayles Funds on a timely basis and may charge you for his or her services.
REDEMPTIONS THROUGH YOUR BROKER-DEALER You may redeem shares of the Funds through a broker-dealer that has been approved by Natixis Distributors, which can be contacted at 399 Boylston Street, Boston, MA 02116. Your broker-dealer may charge you a fee for effecting such transaction. Your broker-dealer must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV (less any applicable charges). Your redemptions generally will be wired to your broker-dealer on the first business day after your request is received in good order.
REDEMPTIONS DIRECTLY FROM THE FUNDS Loomis Sayles Funds must receive your redemption request in proper form before the close of regular trading on the NYSE in order for you to receive that day's NAV (less any applicable charges). Your redemptions generally will be sent to you via first class mail within three business days after your request is received in good order.
You may make redemptions directly from each Fund in several ways:
. BY MAIL Send a signed letter of instruction that includes the name of the Fund, the exact name(s) in which the shares are registered, any special capacity in which you are signing (such as trustee or custodian or on behalf of a partnership, corporation, or other entity), your address, telephone number, account number and the number of shares or dollar amount to be redeemed to the following address:
Regular Mail Overnight Mail Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
If you have certificates for the shares you want to sell, you must include them along with completed stock power forms.
All owners of shares must sign the written request in the exact names in which the shares are registered. The owners should indicate any special capacity in which they are signing (such as trustee or custodian or on behalf of a partnership, corporation or other entity).
. BY EXCHANGE You may sell some or all of your shares of a Fund and use the proceeds to buy shares of another Loomis Sayles Fund by sending a letter of instruction to Loomis Sayles Funds, calling Loomis Sayles Funds at 800-633-3330 or exchanging online at www.loomissayles.com.
. BY INTERNET If you have established a Personal Identification Number (PIN), and you have established the electronic transfer privilege, you can redeem
shares through your online account at www.loomissayles.com. If you have not established a PIN, but you have established the electronic transfer privilege, click on "Account Access" at www.loomissayles.com, click on the appropriate user type, and then follow the instructions.
. BY TELEPHONE You may redeem shares by calling Loomis Sayles Funds at 800-633-3330. Proceeds from telephone redemption requests can be wired to your bank account, sent electronically by ACH to your bank account or sent by check in the name of the registered owner(s) to the record address. A wire fee will be deducted from your proceeds. Your bank may charge you a fee to receive the wire.
Retirement shares may not be redeemed by telephone. Please call Loomis Sayles Funds at 800-633-3330 for an IRA Distribution Form, or download the form online at www.loomissayles.com.
The telephone redemption privilege may be modified or terminated by the Funds without notice. Certain of the telephone redemption procedures may be waived for holders of Institutional Class shares.
The maximum value of shares that you may redeem by telephone or internet is $50,000. For your protection, telephone or internet redemption requests will not be permitted if Loomis Sayles Funds has been notified of an address change or bank account information change for your account within the preceding 30 days. Unless you indicate otherwise on your account application, Loomis Sayles Funds will be authorized to accept redemption and transfer instructions by telephone. If you prefer, you can decline telephone redemption and transfer privileges.
. SYSTEMATIC WITHDRAWAL PLAN If the value of your account is $25,000 or more, you can have periodic redemptions automatically paid to you or to someone you designate. Please call 800-633-3330 for more information or to set up a systematic withdrawal plan or visit www.loomissayles.com to obtain an Account Options Form.
. BY WIRE Before Loomis Sayles Funds can wire redemption proceeds to your bank account, you must provide specific wire instructions to Loomis Sayles Funds in writing. A wire fee will be deducted from the proceeds of each wire.
. BY ACH For ACH redemptions, proceeds (less any applicable redemption fee) will generally arrive at your bank within three business days.
MEDALLION SIGNATURE GUARANTEE You must have your signature guaranteed by a bank, broker-dealer, or other financial institution that can issue a medallion signature guarantee for the following types of redemptions:
. If you are redeeming shares worth more than $50,000.
. If you are requesting that the proceeds check be made out to someone other
than the registered owner(s) or sent to an address other than the address of
record.
. If the account registration or bank account information has changed within
the past 30 days.
. If you are instructing us to send the proceeds by check, wire or in some
circumstances ACH to a bank account whose owner(s) do not match the owner(s)
of the fund account.
The Funds will only accept medallion signature guarantees bearing the STAMP2000 Medallion imprint. Please note that a notary public cannot provide a medallion signature guarantee. This signature guarantee requirement may be waived by Loomis Sayles Funds in certain cases.
HOW TO EXCHANGE SHARES
You may exchange Retail Class shares of your Fund offered through this prospectus, subject to investment minimums, for Retail Class shares of any Loomis Sayles Fund that offers Retail Class shares without paying a sales charge, if any, or for Class A shares of Natixis Cash Management Trust, a money market fund that is advised by Natixis Advisors. You may exchange Admin Class shares of your Fund offered through this prospectus, subject to investment minimums, for Admin Class shares of any Loomis Sayles Fund that offers Admin Class shares without paying a sales charge or for Class A shares of Natixis Cash Management Trust. You may exchange Institutional Class shares of your Fund, subject to investment minimums, for Institutional Class shares of any Loomis Sayles Fund that offers Institutional Class shares, for Class Y shares of any Natixis Fund that offers Class Y shares or for Class A shares of Natixis Cash Management Trust. All exchanges are subject to any restrictions described in the applicable Funds' prospectuses.
You may be unable to hold your shares through the same financial intermediary if you engage in certain share exchanges. You should contact your financial intermediary for further details.
The value of Fund shares that you wish to exchange must meet the investment minimum requirements of the new fund.
You may make an exchange by sending a signed letter of instruction, through your online account at www.loomissayles.com, or by telephone unless you have elected on your account application to decline telephone exchange privileges.
Please remember that an exchange may be a taxable event for federal and/or state income tax purposes, so that you may realize a gain or loss that is subject to income tax.
A 2% redemption fee may apply to exchanges of shares within 60 days of their acquisition. See the section "Restrictions on Buying, Selling and Exchanging Shares."
CONVERSION RIGHTS
In certain limited circumstances, you may convert Retail Class shares of your Fund to Institutional Class shares of the same Fund or convert Institutional Class shares
of your Fund to Retail Class shares of the same Fund. The value of shares that you wish to convert must meet the investment minimum requirements of the new Class. The conversion from one class of shares to another will be based on the respective net asset values of the separate classes on the trade date for the conversion. You will not be charged any redemption fee or exchange fee as a result of the exchange. A conversion between share classes of the same fund is a nontaxable event to the shareholder.
You may convert Retail Class shares of your Fund to Institutional Class shares of the same Fund if you have accumulated shares with a net asset value greater than or equal to the minimum investment amount for Institutional Class shares of that same Fund. You may convert from Institutional Class shares to Retail Class shares only if the investment option or program through which you invest no longer permits the use of Institutional Class shares in that option or program or if you otherwise are no longer able to participate in Institutional Class shares. A conversion into a class of shares is subject to the purchase restrictions of such Class as described in the Fund's prospectus (see "How to Purchase Shares").
In order to convert shares, you must complete the Cross Share Exchange Form and return it to Loomis Sayles Funds at the following address:
Regular Mail Overnight Mail Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
You can obtain the Form by calling 800-633-3330 or by visiting the Funds' website at www.loomissayles.com. All requests for conversions (including requests for accounts traded through the National Securities Clearing Corporation) must be provided on the Cross Share Exchange Form.
RESTRICTIONS ON BUYING, SELLING AND EXCHANGING SHARES
Frequent purchases and redemptions of Fund shares by shareholders may present certain risks for other shareholders in a Fund. This includes the risk of diluting the value of Fund shares held by long-term shareholders, interfering with the efficient management of a Fund's portfolio, and increasing brokerage and administrative costs. Funds investing in securities that require special valuation processes (such as foreign securities, high yield securities, or small cap securities) may also have increased exposure to these risks. Each Fund discourages excessive, short-term trading that may be detrimental to the Fund and its shareholders. The Funds' Board of Trustees has adopted the following policies to address and discourage such trading.
The Funds reserve the right to suspend or change the terms of purchasing or exchanging shares. Each Fund and the Distributor reserve the right to reject any purchase or exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive
to the management of the Fund. A shareholder whose exchange order has been rejected may still redeem its shares by submitting a redemption request as described under "How to Redeem Shares."
LIMITS ON FREQUENT TRADING. Without limiting the right of each Fund and the Distributor to refuse any purchase or exchange order, each Fund and the Distributor may (but are not obligated to) restrict purchases and exchanges for the accounts of "market timers." An account may be deemed to be one of a market timer if it makes two "round trips" in any Fund over a 90-day interval, as determined by the Fund. A "round trip" is a purchase (including a purchase by exchange) into the Fund followed by a redemption (including a redemption by exchange) of any amount out of the same Fund. The above limits are applicable whether you hold shares directly with a Fund or indirectly through a financial intermediary, such as a broker, bank, investment adviser, recordkeeper for retirement plan participants, or other third party. The preceding is not an exclusive description of activities that the Funds and the Distributor may consider to be "market timing."
Notwithstanding the above, certain financial intermediaries, such as retirement plan administrators, may monitor and restrict the frequency of purchase and redemption transactions in a manner different from that described above. The policies of these intermediaries may be more or less restrictive than the generally applicable policies described above. The Fund may choose to rely on a financial intermediary's restrictions on frequent trading in place of the Fund's own restrictions if the Fund determines, in its discretion, that the financial intermediary's restrictions provide reasonable protection for the Fund from excessive short-term trading activity. Please contact your financial representative for additional information regarding their policies for limiting the frequent trading of Fund shares.
TRADE ACTIVITY MONITORING. Trading activity is monitored selectively on a daily basis in an effort to detect excessive short-term trading activities. If a Fund or the Distributor believes that a shareholder or financial intermediary has engaged in market timing or other excessive, short-term trading activity, it may, in its discretion, request that the shareholder or financial intermediary stop such activities or refuse to process purchases or exchanges in the accounts. In its discretion, each Fund or the Distributor may restrict or prohibit transactions by such identified shareholders or intermediaries. In making such judgments, the Funds and the Distributor seek to act in a manner that they believe is consistent with the best interests of all shareholders. The Funds and the Distributor also reserve the right to notify financial intermediaries of the shareholder's trading activity.
ACCOUNTS HELD BY FINANCIAL INTERMEDIARIES. The ability of a Fund and the Distributor to monitor trades that are placed by omnibus or other nominee accounts is more limited in those instances in which the financial intermediary maintains the record of a Fund's underlying beneficial owners. In general, each Fund and the Distributor will review trading activity at the omnibus account level. If a Fund and the Distributor detect suspicious activity, they may request and
receive personal identifying information and transaction histories for some or all underlying shareholders (including plan participants) to determine whether such shareholders have engaged in market timing or other excessive, short-term trading activity. If a Fund believes that a shareholder has engaged in market timing or other excessive, short-term trading activity in violation of the Fund's policies through an omnibus account, the Fund will attempt to limit transactions by the underlying shareholder which engaged in such trading, although it may be unable to do so. The Fund may also limit or prohibit additional purchases of Fund shares by an intermediary. Investors should not assume the Funds will be able to detect or prevent all market timing or other trading practices that may disadvantage the Funds.
Certain Funds also seek to prevent excessive and disruptive trading practices through the assessment of redemption fees on shares redeemed or exchanged within a given time period. See the section "Redemption Fees" for more information.
REDEMPTION FEES (LOOMIS SAYLES SMALL CAP GROWTH FUND AND LOOMIS SAYLES SMALL CAP VALUE FUND ONLY) Shareholders will be charged a 2% redemption fee if they redeem, including redeeming by exchange, any class shares of these Funds within 60 days of their acquisition (including acquisition by exchange). The redemption fee is intended to offset the costs to the Funds of short-term trading, such as portfolio transaction and market impact costs associated with redemption activity and administrative costs associated with processing redemptions. The redemption fee is deducted from the shareholder's redemption or exchange proceeds and is paid to the Fund, although there may be a delay between the time the fee is deducted from such proceeds and when it is paid to the Fund.
The "first-in, first-out" (FIFO) method is used to determine the holding period of redeemed or exchange shares, which means that if you acquired shares on different days, the shares acquired first will be redeemed or exchanged first for purposes of determining whether the redemption fee applies. A new holding period begins with each purchase or exchange.
The Funds currently do not impose a redemption fee on a redemption of:
. shares acquired by reinvestment of dividends or distributions of a Fund; or
. shares held in an account of certain retirement plans or profit sharing plans or purchased through certain intermediaries; or
. shares redeemed as part of a systematic withdrawal plan; or
. shares redeemed due to the death or disability of the shareholder; or
. shares redeemed by a Fund due to the shareholder's failure to satisfy the Fund's minimum balance policy or in connection with the merger or liquidation of the Fund; or
. shares redeemed to return an excess contribution in a Natixis/Loomis-sponsored retirement plan, such as an IRA or 403(b)(7) plan, or to effect a required minimum distribution from such a retirement plan.
. shares redeemed in participant-directed retirement plans where the application of a redemption fee would cause a Fund, or an asset allocation program of
which the Fund is a part, to fail to be considered a "qualified default investment alternative" under ERISA.
The redemption fee also does not apply to changes of account registration or transfers within the same Fund or to shares converted from one share class to another share class of the same Fund. In these transactions, subject to systematic limitations, the redemption fee aging period will carry over to the acquired shares, such that if the acquired shares are redeemed or exchanged before the expiration of the aging period, a redemption fee will be applied.
The Funds may modify or eliminate these waivers at any time. In addition, the Funds may modify the way the redemption fee is applied, including the amount of the redemption fee and/or the length of time shares must be held before the redemption fee is no longer applied, for certain categories of investors or for shareholders investing through financial intermediaries which apply the redemption fee in a manner different from that described above.
The ability of a Fund to assess a redemption fee on transactions by underlying shareholders who own their shares through omnibus or other accounts maintained by financial intermediaries may be limited. The Funds generally do not apply redemption fees at the omnibus account level. Instead, the Funds look to financial intermediaries to assess redemption fees on underlying shareholder accounts and remit these fees to the Funds. There are no assurances that a Fund will successfully identify all financial intermediaries or that financial intermediaries will properly assess redemption fees.
DIVIDENDS AND DISTRIBUTIONS
It is the policy of each Fund to pay its shareholders each year, as dividends, substantially all of its net investment income. Each Fund generally declares and pays such dividends annually. Each Fund also distributes substantially all of its net capital gains realized after applying any capital loss carryforwards.
Any capital gain distributions normally are made annually, but may be made more frequently as deemed advisable by the Funds and as permitted by applicable law. The trustees may change the frequency with which each Fund declares or pays dividends.
You may choose to:
. Reinvest all distributions in additional shares.
. Have checks sent to the address of record for the amount of distribution or have the distribution transferred through ACH to a bank of your choice.
If you do not select an option when you open your account, all distributions will be reinvested.
TAX CONSEQUENCES
Except where noted, the discussion below addresses only the U.S. federal income tax consequences of an investment in a Fund and does not address any non-U.S. state, or local tax consequences.
Each Fund intends to meet all requirements under Subchapter M of the Internal Revenue Code (the "Code") necessary to qualify for treatment as a "regulated investment company" and thus does not expect to pay any federal income tax on income and capital gains distributed to shareholders.
Taxation of Fund Distributions. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions attributable to the excess of net long-term capital gains from the sale of investments a Fund owned for more than one year over net short-term capital losses and that are designated by a Fund as capital gain dividends ("Capital Gain Dividends") will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Distributions attributable to the excess of net short-term capital gains from the sale of investments that a Fund owned for one year or less over, net long-term capital losses will be taxable as ordinary income. For the taxable years beginning before January 1, 2011, distributions of investment income designated by a Fund as derived from "qualified dividend income" are taxed in the hands of individuals at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. Income generated by investments in fixed income securities and REITs is generally not eligible for treatment as qualified dividend income.
Distributions are taxable whether you receive them in cash or reinvest them in additional shares. If a dividend or distribution is paid shortly after you purchase shares of a Fund, while in effect a return of capital to you, the dividend or distribution is taxable. You can avoid this, if you choose, by investing after the Fund has paid a dividend. Investors in tax-advantaged retirement accounts generally do not need to be concerned about this.
Distributions by a Fund to retirement plans and other investors that qualify for tax-exempt treatment under federal income tax laws will generally not be taxable. Special tax rules apply to investments through such retirement plans. If your investment is through such a plan, you should consult your tax adviser to determine the suitability of the Funds for investment through your plan and the tax treatment of distributions to you (including distributions of amounts attributable to an investment in a Fund) from such a plan.
Corporations may be able to take a dividends-received deduction for a portion of income dividends they receive.
For taxable years beginning before January 1, 2011, long-term capital gain rates applicable to individuals have been temporarily reduced to, in general, to 15%, with lower rates applying to taxpayers in the 10% and 15% rate brackets. For more information, see the SAI under "Distribution and Taxes."
Sale or Exchange of Fund Shares. Any gain resulting from the sale or exchange of your shares will generally be subject to tax. Gains from selling shares held for more
than one year generally are taxed at long-term capital gain rates, assuming such shares are held as capital assets, while those resulting from sales of shares held for one year or less generally are taxed at ordinary income rates.
Taxation of Certain Investments. Each Fund's investments in foreign securities may be subject to foreign withholding or other taxes. In that case, the Fund's yield on those securities would be decreased. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes. In addition, a Fund's investments in foreign securities or foreign currencies may increase or accelerate the Fund's recognition of ordinary income and may affect the timing or amount of the Fund's distributions.
A Fund's investments in certain debt obligations, mortgage-backed securities, asset-backed securities and derivatives may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required to liquidate investments, including times when it may not be advantageous to do so, in order to satisfy its distribution requirements.
Non-U.S. Shareholders. Capital Gain Dividends will not be subject to
withholding. In general, dividends other than Capital Gain Dividends paid to a
shareholder that is not a "U.S. person" within the meaning of the Code (such
shareholder, a "Foreign Person") are subject to withholding of U.S. federal
income tax at a rate of 30% (or lower applicable treaty rate). However,
effective for taxable years of the Funds beginning before January 1, 2008, the
Funds generally will not be required to withhold any amounts with respect to
distributions of (i) U.S.-source interest income that would not be subject to
U.S. federal income tax if earned directly by an individual Foreign Person, and
(ii) net short-term capital gains in excess of net long-term capital losses, in
each case to the extent such distributions are properly designated by the
Funds. Pending legislation would extend the exemption from withholding for
interest-related distributions and short-term capital gain distributions for
one year. At the time of this filing, it is unclear whether the legislation
will be enacted. The Funds do not intend to make such designations.
Backup Withholding. Each Fund is also required in certain circumstances to apply backup withholding on taxable dividends, redemption proceeds and certain other payments that are paid to any shareholder (including a shareholder who is neither a citizen nor a resident of the U.S.) who does not furnish the Funds certain information and certifications or who is otherwise subject to backup withholding. The backup withholding tax rate is 28% for amounts paid on or before December 31, 2010 and will be 31% for amounts paid after December 31, 2010. Backup withholding will not, however, be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor residents of the United States.
You should consult your tax adviser for more information on your own tax situation, including possible federal, state or local taxes.
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand each Fund's financial performance for the last five years (or, if shorter, the period of the Fund's operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the return that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with each Fund's financial statements, is included in the Funds' annual report to shareholders. The annual report is incorporated by reference into the SAI, both of which are available free of charge upon request from the Distributor.
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions -------------------------------------- ---------------------------- Net asset Total Dividends Distributions value, Net Net realized from from from net beginning investment and unrealized investment net investment realized of the period loss(c) gain (loss) operations income capital gains ------------------------------------------------------------------------------------------- MID CAP GROWTH FUND INSTITUTIONAL CLASS 9/30/2007 $20.13 $(0.11)(d) $7.49 $7.38 $ -- $-- 9/30/2006 19.00 (0.10) 1.23 1.13 -- -- 9/30/2005 15.50 (0.10) 3.78 3.68 (0.18) -- 9/30/2004 13.69 (0.13) 1.94 1.81 -- -- 9/30/2003 10.70 (0.10) 3.09 2.99 -- -- RETAIL CLASS 9/30/2007 $19.69 $(0.16)(d) $7.31 $7.15 $ -- $-- 9/30/2006 18.63 (0.15) 1.21 1.06 -- -- 9/30/2005 15.20 (0.14) 3.70 3.56 (0.13) -- 9/30/2004 13.46 (0.16) 1.90 1.74 -- -- 9/30/2003 10.55 (0.13) 3.04 2.91 -- -- |
(a) Total returns would have been lower had the adviser not reduced its advisory fees and/or borne other operating expenses. Periods less than one year, if applicable, are not annualized. (b) The adviser has agreed to reduce/reimburse a portion of the Fund's expenses during the period. Without this reduction/reimbursement the Fund's ratio of operating expenses would have been higher. (c) Per share net investment loss has been determined on the basis of the weighted average number of shares outstanding during the period. (d) Includes a non-recurring payment of $0.02 per share.
Ratios to Average Net Assets -------------------------------------- Net asset Net assets, value, end of Net Portfolio Total end of Total the period Net Gross investment turnover distributions the period return (%)(a) (000's) expenses (%)(b) expenses (%) loss (%) rate (%) ---------------------------------------------------------------------------------------------------- $ -- $27.51 36.7 $24,143 1.00 1.10 (0.47) 194 -- 20.13 6.0 17,467 1.00 1.12 (0.49) 211 (0.18) 19.00 23.9 26,159 1.00 1.21 (0.60) 280 -- 15.50 13.2 25,191 1.00 1.17 (0.84) 284 -- 13.69 27.9 23,866 1.00 1.23 (0.88) 248 $ -- $26.84 36.3 $30,654 1.25 1.43 (0.71) 194 -- 19.69 5.7 26,668 1.25 1.52 (0.72) 211 (0.13) 18.63 23.6 25,802 1.25 1.50 (0.85) 280 -- 15.20 12.9 25,382 1.25 1.42 (1.10) 284 -- 13.46 27.6 32,813 1.25 1.47 (1.13) 248 |
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------------ --------------------------- Net asset Net Total Dividends Distributions value, investment Net realized from from from net beginning of income and unrealized investment net investment realized the period (loss)(c)(d) gain (loss) operations income capital gains ---------------------------------------------------------------------------------------------- SMALL CAP GROWTH FUND INSTITUTIONAL CLASS 9/30/2007 $12.00 $(0.06)(f) $3.93 $3.87 $ -- $ -- 9/30/2006 11.08 (0.08) 0.99 0.91 -- -- 9/30/2005 8.96 (0.08) 2.20 2.12 -- -- 9/30/2004 8.59 (0.09) 0.46 0.37 -- -- 9/30/2003 6.35 (0.06) 2.30 2.24 -- -- RETAIL CLASS 9/30/2007 $11.71 $(0.09)(f) $3.83 $3.74 $ -- $ -- 9/30/2006 10.84 (0.11) 0.97 0.86 -- -- 9/30/2005 8.78 (0.11) 2.17 2.06 -- -- 9/30/2004 8.45 (0.11) 0.44 0.33 -- -- 9/30/2003 6.26 (0.08) 2.27 2.19 -- -- SMALL CAP VALUE FUND INSTITUTIONAL CLASS 9/30/2007 $27.69 $ 0.12(f)(g) $4.29 $4.41 $(0.17) $(3.16) 9/30/2006 27.43 0.13 2.70 2.83 (0.15) (2.42) 9/30/2005 25.75 0.13 4.22 4.35 (0.02) (2.65) 9/30/2004 21.34 0.04 4.97 5.01 (0.05) (0.55) 9/30/2003 17.28 0.05 4.01 4.06 -- -- RETAIL CLASS 9/30/2007 $27.46 $ 0.04(f)(g) $4.28 $4.32 $(0.10) $(3.16) 9/30/2006 27.23 0.06 2.67 2.73 (0.08) (2.42) 9/30/2005 25.62 0.06 4.20 4.26 -- (2.65) 9/30/2004 21.25 (0.02) 4.95 4.93 (0.01) (0.55) 9/30/2003 17.25 (0.00) 4.00 4.00 -- -- ADMIN CLASS 9/30/2007 $27.14 $(0.03)(f)(g) $4.22 $4.19 $(0.04) $(3.16) 9/30/2006 26.94 (0.01) 2.65 2.64 (0.02) (2.42) 9/30/2005 25.43 (0.00) 4.16 4.16 -- (2.65) 9/30/2004 21.13 (0.08) 4.93 4.85 -- (0.55) 9/30/2003 17.20 (0.05) 3.98 3.93 -- -- |
(a) Total returns would have been lower had the adviser not reduced its advisory fees and/or borne other operating expenses, if applicable. Periods less than one year, if applicable, are not annualized. (b) The adviser has agreed to reduce/reimburse a portion of the Fund's expenses during the period. Without this reduction/reimbursement, if any, the Fund's ratio of operating expenses would have been higher. (c) Per share net investment income (loss) has been determined on the basis of the weighted average number of shares outstanding during the period. (d) Amount rounds to less than $0.01 per share, if applicable. (e) Includes expense recapture of 0.02%. (f) Includes a non-recurring payment of $0.01 per share and $0.00 per share for Small Cap Growth Fund and Small Cap Value Fund, respectively. (g) Includes a non-recurring special dividend of $0.05 per share in which the source of the dividend has not been determined by the issuer.
Ratios to Average Net Assets -------------------------------------- Net Net asset Net assets, invest- Total Redemp- value, end of ment Portfolio distribu- tion end of Total the period Net Gross income turnover tions fee(d) the period return (%)(a) (000's) expenses (%)(b) expenses (%) (loss) (%) rate (%) -------------------------------------------------------------------------------------------------------- $ -- $0.00 $15.87 32.3 $ 28,088 1.00 1.23 (0.47) 83 -- 0.01 12.00 8.3 20,414 1.00 1.38 (0.69) 100 -- 0.00 11.08 23.7 15,785 1.00 1.70 (0.85) 227 -- 0.00 8.96 4.3 15,867 1.00 1.31 (0.95) 217 -- -- 8.59 35.3 22,519 1.00 1.19 (0.91) 190 $ -- $0.00 $15.45 31.9 $ 20,924 1.25 1.50 (0.66) 83 -- 0.01 11.71 8.0 2,981 1.25 1.92 (0.94) 100 -- 0.00 10.84 23.5 3,592 1.25 1.87 (1.14) 227 -- 0.00 8.78 3.9 14,589 1.25 1.52 (1.19) 217 -- -- 8.45 35.0 30,345 1.25 1.43 (1.17) 190 $(3.33) $0.00 $28.77 17.0 $534,776 0.89 0.89 0.43 57 (2.57) 0.00 27.69 11.2 442,714 0.89(e) 0.89(e) 0.47 62 (2.67) 0.00 27.43 18.0 403,110 0.90 0.93 0.48 59 (0.60) 0.00 25.75 23.8 346,356 0.90 0.93 0.16 70 -- -- 21.34 23.5 289,945 0.90 0.94 0.26 74 $(3.26) $0.00 $28.52 16.7 $465,055 1.15 1.24 0.15 57 (2.50) 0.00 27.46 10.9 291,690 1.15 1.20 0.21 62 (2.65) 0.00 27.23 17.7 235,948 1.15 1.20 0.24 59 (0.56) 0.00 25.62 23.5 173,411 1.15 1.18 (0.08) 70 -- -- 21.25 23.2 140,152 1.15 1.20 (0.01) 74 $(3.20) $0.00 $28.13 16.4 $ 76,783 1.40 1.56 (0.10) 57 (2.44) 0.00 27.14 10.6 64,367 1.40 1.46 (0.04) 62 (2.65) 0.00 26.94 17.4 67,505 1.40 1.43 (0.01) 59 (0.55) 0.00 25.43 23.3 62,680 1.40 1.43 (0.33) 70 -- -- 21.13 22.9 37,411 1.40 1.47 (0.27) 74 |
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------ ---------------------------- Net asset Net Total Dividends Distributions value, investment Net realized from from from net beginning income and unrealized investment net investment realized of the period (loss)(c) gain (loss) operations income capital gains ----------------------------------------------------------------------------------------- TAX-MANAGED EQUITY FUND INSTITUTIONAL CLASS 9/30/2007 $10.18 $0.16(d) $1.45 $1.61 $(0.08) $-- 9/30/2006 9.20 0.07 0.97 1.04 (0.06) -- 9/30/2005 8.49 0.05 0.69 0.74 (0.03) -- 9/30/2004 7.66 0.05 0.97 1.02 (0.19) -- 9/30/2003 6.78 0.06 0.85 0.91 (0.03) -- |
(a) Total returns would have been lower had the adviser not reduced its advisory fees and/or borne other operating expenses. Periods less than one year, if applicable, are not annualized. (b) The adviser has agreed to reduce/reimburse a portion of the Fund's expenses during the period. Without this reduction/reimbursement the Fund's ratio of operating expenses would have been higher. (c) Per share net investment income (loss) has been determined on the basis of the weighted average number of shares outstanding during the period. (d) Includes a non-recurring special dividend of $0.08 per share in which the source of the dividend has not been determined by the issuer.
Ratios to Average Net Assets --------------------------------------- Net asset Net assets, value, end of Net Portfolio Total end of Total the period Net Gross investment turnover distributions the period return (%)(a) (000's) expenses (%)(b) expenses (%) income (%) rate (%) ---------------------------------------------------------------------------------------------------- $(0.08) $11.71 15.9 $6,670 0.65 1.92 1.51 45 (0.06) 10.18 11.3 9,076 0.65 1.64 0.71 40 (0.03) 9.20 8.7 9,230 0.65 2.02 0.59 38 (0.19) 8.49 13.4 5,202 0.65 3.39 0.59 27 (0.03) 7.66 13.5 2,490 0.65 1.82 0.81 200 |
IF YOU WOULD LIKE MORE INFORMATION ABOUT THE FUNDS, THE FOLLOWING DOCUMENTS ARE AVAILABLE FREE UPON REQUEST:
ANNUAL AND SEMIANNUAL REPORTS - Provide additional information about each Fund's investments. Each report includes a discussion of the market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - Provides more detailed information about the Funds and their investment limitations and policies. The SAI has been filed with the SEC and is incorporated into this Prospectus by reference.
To order a free copy of the Funds' annual or semiannual reports or their SAIs, or to make shareholder inquiries generally, contact your financial representative, or Loomis Sayles at 800-633-3330. The Funds' annual and semiannual reports and SAI are available on the Funds' web site at www.loomissayles.com.
Information about the Funds, including their reports and SAIs, can be reviewed and copied at the Public Reference Room of the SEC in Washington, D.C. Text-only copies of the Funds' reports and SAIs are available free from the EDGAR Database on the SEC's Internet site at: www.sec.gov. Copies of this information may also be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090.
PORTFOLIO HOLDINGS A description of the Funds' policies and procedures with respect to the disclosure of each Fund's portfolio securities is available in the Funds' SAI.
Natixis Distributors, L.P. (formerly IXIS Asset Management Distributors, L.P.) ("Natixis Distributors"), an affiliate of Loomis Sayles, and other firms selling shares of Loomis Sayles Funds are members of the Financial Industry Regulatory Authority, ("FINRA"). As a service to investors, FINRA has asked that we inform you of the availability of a brochure on its Public Disclosure Program. The program provides access to information about securities firms and their representatives. Investors may obtain a copy by contacting FINRA at 800-289-9999 or by visiting its web site at www.FINRA.org.
Natixis Distributors distributes the Natixis Funds and Loomis Sayles Funds. If you have a complaint concerning Natixis Distributors or any of its representatives or associated persons, please direct it to Natixis , L.P., Attn: Director of Compliance, 399 Boylston Street, Boston, MA 02116 or call us at (617) 449-2828.
[LOGO]
Loomis Sayles Funds
P.O. Box 219594
Kansas City, MO 61421-9594
800-633-3330
www.loomissayles.com
Loomis Sayles Funds I M-LSEF51-0208 File No. 811-08282 Loomis Sayles Funds II File No. 811-06241 |
[GRAPHIC] [GRAPHIC] |
LOOMIS SAYLES BOND FUND
LOOMIS SAYLES GLOBAL BOND FUND
LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND
[LOGO]
PROSPECTUS . FEBRUARY 1, 2008
Loomis, Sayles & Company, L.P., which has been an investment adviser since 1926, is the investment adviser of the Funds.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY FUND'S SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
TABLE OF CONTENTS
RISK/RETURN SUMMARY Loomis Sayles Bond Fund 1 Loomis Sayles Global Bond Fund 5 Loomis Sayles Inflation Protected Securities Fund 9 FEES AND EXPENSES OF THE FUNDS 13 SUMMARY OF PRINCIPAL RISKS 16 MANAGEMENT 26 Investment Adviser 26 Portfolio Managers 26 Distribution Plans and Administrative Services and Other Fees 28 GENERAL INFORMATION 29 How Fund Shares Are Priced 29 Accessing Your Account Information 31 How to Purchase Shares 31 How to Redeem Shares 35 How to Exchange Shares 37 Restrictions on Buying, Selling and Exchanging Shares 39 Dividends and Distributions 42 Tax Consequences 42 FINANCIAL HIGHLIGHTS 45 |
To learn more about the possible risks of investing in the Funds, please refer to the section "Summary of Principal Risks." This section details the risks of practices in which the Funds may engage. Please read this section carefully before you invest.
Fund shares are not bank deposits and are not guaranteed, endorsed or insured by the Federal Deposit Insurance Corporation or any other government agency, and are subject to investment risks, including possible loss of the principal invested.
RISK/RETURN SUMMARY
LOOMIS SAYLES BOND FUND
INVESTMENT OBJECTIVE The Fund's investment objective is high total investment return through a combination of current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES Under normal circumstances, the Fund will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities. In accordance with applicable Securities and Exchange Commission ("SEC") requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund invests primarily in investment-grade fixed-income securities, although it may invest up to 35% of its assets in lower-quality fixed-income securities (commonly known as "junk bonds") and up to 20% of its assets in preferred stocks. The Fund may invest in fixed-income securities of any maturity.
In deciding which securities to buy and sell, Loomis, Sayles & Company, L.P. ("Loomis Sayles") will consider, among other things, the financial strength of the issuer of the security, current interest rates, Loomis Sayles' expectations regarding general trends in interest rates, and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return of those investments.
Three themes typically drive the Fund's investment approach. First, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles it believes are improving. Second, the Fund makes significant use of non-market related securities, which are securities that may not have a direct correlation with changes in interest rates. Loomis Sayles believes that the Fund may generate positive returns by having a portion of the Fund's assets invested in non-market related securities, rather than by relying primarily on changes in interest rates to produce returns for the Fund. Third, Loomis Sayles analyzes different sectors of the economy and differences in the yields ("spreads") of various fixed-income securities in an effort to find securities that it believes may produce attractive returns for the Fund in comparison to their risk.
Loomis Sayles generally prefers securities that are protected against calls (early redemption by the issuer).
The Fund may invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in other foreign securities, including emerging markets securities. The Fund may invest without limit in obligations of supranational entities (E.G., the World Bank).
The fixed-income securities in which the Fund may invest include corporate securities, U.S. Government securities, commercial paper, zero coupon securities, mortgage-related securities (including mortgage dollar rolls, stripped mortgage-
related securities, and collateralized mortgage obligations) asset-backed securities, when-issued securities, real estate investment trusts ("REITs"), Rule 144A securities, structured notes, repurchase agreements, and convertible securities. The Fund may engage in options and futures transactions, foreign currency transactions, and swap transactions. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged. As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially or otherwise be unwilling or
unable to meet their obligations to the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political and economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign investments will fall as a result of foreign political, social, or economic change.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk generally is greater for
funds that invest in fixed-income securities with relatively longer
durations than for funds that invest in fixed-income securities with shorter
durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. lower quality fixed-income securities risk - the risk that the Fund's investments may be subject to fixed-income securities risk to a greater extent than other fixed-income securities. The ability of the issuer to make principal and interest payments is predominantly speculative for lower-quality fixed-income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the
U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
. REITs risk - the risk that the value of the Fund's investments will fall as a result of changes in underlying real estate values, rising interest rates, limited diversification of holdings, higher costs and prepayment risk associated with related mortgages, as well as other risks particular to investments in real estate.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years.1 The returns for Retail Class and Admin Class shares differ from Institutional Class returns shown in the bar chart to the extent that their respective expenses differ.
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- 4.70% 4.50% 4.36% 2.66% 13.34% 29.18% 11.30% 4.28% 11.29% 8.53% |
THE FUND'S RETURNS WILL VARY. FOR EXAMPLE, DURING THE PERIOD SHOWN IN THE BAR CHART, THE FUND'S BEST QUARTER WAS UP 11.09% (SECOND QUARTER 2003), AND THE FUND'S WORST QUARTER WAS DOWN 5.01% (THIRD QUARTER 1998).
1 TOTAL RETURNS SHOWN FOR THE INSTITUTIONAL CLASS SHARES OF THE FUND FOR PERIODS PRIOR TO SEPTEMBER 15, 2003 REFLECT THE RESULTS OF SHARES OF THE LOOMIS SAYLES BOND FUND, A SERIES OF LOOMIS SAYLES FUNDS II, THE FUND'S PREDECESSOR (THE "PREDECESSOR BOND FUND"). THE ASSETS AND LIABILITIES OF THE PREDECESSOR BOND FUND REORGANIZED INTO THE FUND ON SEPTEMBER 12, 2003. INSTITUTIONAL CLASS SHARES OF THE PREDECESSOR BOND FUND COMMENCED OPERATIONS ON MAY 16, 1991.
PERFORMANCE TABLE The table below shows how the average annual total returns for each class of the Fund (before and after taxes for Institutional Class shares) for the one-year, five-year, ten-year and since inception periods compare to those of the Lehman U.S. Government/Credit Index, an unmanaged index of publicly traded bonds, including U.S. Government bonds, U.S. Treasury securities and corporate bonds. You may not invest directly in an index. The Fund's total returns reflect its expenses on a class-by-class basis. Institutional Class returns have also been calculated to reflect return after taxes on distributions only and also return after taxes on distributions and sale of Fund shares. The Lehman U.S. Government/Credit Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 20071
--------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (5/16/91) --------------------------------------------------------------------------------------- LOOMIS SAYLES BOND FUND INSTITUTIONAL CLASS Return Before Taxes 8.53% 12.61% 9.18% 11.10% Return After Taxes on Distributions2 6.24% 10.23% 6.22% 7.82% Return After Taxes on Distributions and Sale of Fund Shares2 5.51% 9.51% 6.01% 7.59% RETAIL CLASS - Return Before Taxes 8.26% 12.32% 8.90% 10.82% ADMIN CLASS - Return Before Taxes 7.91% 12.02% 8.62% 10.33% LEHMAN U.S. GOVERNMENT/CREDIT INDEX3 7.23% 4.44% 6.01% 7.06% |
1 AVERAGE ANNUAL TOTAL RETURNS SHOWN FOR THE INSTITUTIONAL CLASS, RETAIL CLASS AND ADMIN CLASS SHARES OF THE FUND FOR PERIODS PRIOR TO SEPTEMBER 15, 2003 REFLECT THE RESULTS OF SHARES OF THE LOOMIS SAYLES BOND FUND, A SERIES OF LOOMIS SAYLES FUNDS II, THE FUND'S PREDECESSOR (THE "PREDECESSOR BOND FUND"). THE ASSETS AND LIABILITIES OF THE PREDECESSOR BOND FUND REORGANIZED INTO THE FUND ON SEPTEMBER 12, 2003. FOR THE PERIODS BEFORE THE INCEPTION OF THE RETAIL CLASS SHARES (DECEMBER 31, 1996) AND ADMIN CLASS SHARES (JANUARY 2, 1998) OF THE PREDECESSOR BOND FUND, PERFORMANCE SHOWN FOR THOSE CLASSES IS BASED ON THE PERFORMANCE OF THE PREDECESSOR BOND FUND'S INSTITUTIONAL CLASS SHARES, ADJUSTED TO REFLECT THE HIGHER FEES PAID BY THE RETAIL CLASS AND ADMIN CLASS SHARES OF THE PREDECESSOR BOND FUND. INSTITUTIONAL CLASS SHARES OF THE PREDECESSOR BOND FUND COMMENCED OPERATIONS ON MAY 16, 1991.
2 AFTER-TAX RETURNS ARE CALCULATED USING THE HISTORICAL HIGHEST INDIVIDUAL
FEDERAL MARGINAL INCOME TAX RATES AND DO NOT REFLECT THE IMPACT OF STATE AND
LOCAL TAXES. ACTUAL AFTER-TAX RETURNS DEPEND ON AN INVESTOR'S TAX SITUATION AND
MAY DIFFER FROM THOSE SHOWN. AFTER-TAX RETURNS SHOWN ARE NOT RELEVANT TO
INVESTORS WHO HOLD THEIR SHARES THROUGH TAX-DEFERRED ARRANGEMENTS, SUCH AS
401(K) PLANS, QUALIFIED PLANS, EDUCATION SAVINGS ACCOUNTS SUCH AS 529 PLANS OR
INDIVIDUAL RETIREMENT ACCOUNTS. THE AFTER-TAX RETURNS ARE SHOWN FOR THE
INSTITUTIONAL CLASS OF THE FUND. AFTER-TAX RETURNS FOR THE OTHER CLASSES OF THE
FUND WILL VARY. IN SOME CASES THE AFTER-TAX RETURNS MAY EXCEED THE RETURN
BEFORE TAXES DUE TO AN ASSUMED TAX BENEFIT FROM ANY LOSS ON A SALE OF FUND
SHARES AT THE END OF THE MEASUREMENT PERIOD.
3 THE RETURNS OF THE INDEX DO NOT REFLECT A DEDUCTION FOR FEES, EXPENSES OR
TAXES. SINCE INCEPTION DATA FOR THE INDEX COVERS THE PERIOD FROM THE MONTH-END
CLOSEST TO THE FUND'S INCEPTION DATE THROUGH DECEMBER 31, 2007.
LOOMIS SAYLES GLOBAL BOND FUND
INVESTMENT OBJECTIVE The Fund's investment objective is high total investment return through a combination of high current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund will normally invest at least 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities. In accordance with applicable SEC requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The Fund invests primarily in investment-grade fixed-income securities worldwide, although it may invest up to 20% of its assets in lower-quality fixed-income securities (commonly known as "junk bonds"). Lower-quality fixed-income securities are below investment grade quality (i.e., none of the three major rating agencies have rated the securities in one of its top four rating categories) or, if the security is unrated, determined by Loomis Sayles to be of comparable quality. Securities held by the Fund may be denominated in any currency and may be of issuers located in countries with emerging securities markets. The Fund may invest in fixed-income securities of any maturity. The Fund may also invest in foreign currencies and may engage in other foreign currency transactions for investment or hedging purposes.
In deciding which securities to buy and sell, Loomis Sayles will consider, among other things, the stability and volatility of a country's bond markets, the financial strength of the issuer, current interest rates and Loomis Sayles' expectations regarding general trends in interest rates.
Three themes typically drive the Fund's investment approach. First, Loomis Sayles generally seeks fixed-income securities of issuers whose credit profiles it believes are improving. Second, Loomis Sayles analyzes political, economic, and other fundamental factors and combines this analysis with a comparison of the yield spreads of various fixed-income securities in an effort to find securities that it believes may produce attractive returns for the Fund in comparison to their risk. Third, if a security that is believed to be attractive is denominated in a foreign currency, Loomis Sayles analyzes whether to accept or to hedge the currency risk in certain instances. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged.
The fixed-income securities in which the Fund may invest include corporate securities, U.S. Government securities, commercial paper, zero-coupon securities, mortgage-related securities (including mortgage dollar rolls and collateralized mortgage obligations), asset-backed securities, when-issued securities, Rule 144A securities, structured notes, repurchase agreements, and convertible securities. The Fund may, but is not required to, engage in options and futures transactions and swap transactions.
The Fund may engage in active and frequent trading of securities. Frequent trading may produce high transaction costs and a high level of taxable capital gains, which may lower the Fund's return.
As a defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objective.
PRINCIPAL RISKS The principal risks of investing in the Fund are described
below. There are other circumstances (including non-principal risks that are
not described here) which could prevent the Fund from achieving its investment
goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially or otherwise be unwilling or
unable to meet their obligations to the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates. The Fund may, but is not required
to, hedge its exposure to foreign currencies (including "cross hedging"
between two or more foreign currencies) and may invest in foreign currencies
as an asset class.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. emerging markets risk - the risk that the Fund's investments may face
greater foreign securities risk since emerging markets countries may be more
likely to experience political and economic instability.
. foreign securities risk - the risk that the value of the Fund's foreign
investments will fall as a result of foreign political, social, or economic
changes.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk is generally greater for
funds that invest in fixed-income securities with relatively longer
durations than for funds that invest in fixed-income securities with shorter
durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. lower-quality fixed-income securities risk - the risk that the Fund's investments may be subject to fixed-income securities risk to a greater extent than other fixed-income securities. The ability of the issuer's to make principal and interest payments is predominantly speculative for lower-quality fixed-income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and
increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years.1 The returns for Retail Class shares differ from Institutional Class returns shown in the bar chart to the extent that their expenses differ.
[CHART]
THE FUND'S RETURNS WILL VARY. FOR EXAMPLE, DURING THE PERIOD SHOWN IN THE BAR CHART, THE FUND'S BEST QUARTER WAS UP 9.66% (FOURTH QUARTER 1998), AND THE FUND'S WORST QUARTER WAS DOWN 3.23% (SECOND QUARTER 2004).
1 TOTAL RETURNS SHOWN FOR THE INSTITUTIONAL CLASS SHARES OF THE FUND FOR PERIODS PRIOR TO SEPTEMBER 15, 2003 REFLECT THE RESULTS OF SHARES OF THE CORRESPONDING CLASS OF THE LOOMIS SAYLES GLOBAL BOND FUND, THE FUND'S PREDECESSOR (THE "PREDECESSOR GLOBAL BOND FUND"). THE ASSETS AND LIABILITIES OF THE PREDECESSOR GLOBAL BOND FUND REORGANIZED INTO THE FUND ON SEPTEMBER 12, 2003. INSTITUTIONAL CLASS SHARES OF THE PREDECESSOR GLOBAL BOND FUND COMMENCED OPERATIONS ON MAY 10, 1991.
PERFORMANCE TABLE The table below shows how the average annual total returns for each class of the Fund (before and after taxes for Institutional Class shares) for the one-year, five-year, ten-year and since inception periods compare to those of the Lehman Global Aggregate Bond Index, an unmanaged index that covers the most liquid portion of the global investment-grade fixed-rate bond market. You may not invest directly in an index. The Fund's total returns reflect its expenses on a class-by-class basis. Institutional Class returns have also been calculated to reflect return after taxes on distributions only and return after taxes on distributions and sale of Fund shares. The Lehman Global Aggregate Bond Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 20071
--------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (5/10/91) --------------------------------------------------------------------------------------- LOOMIS SAYLES GLOBAL BOND FUND INSTITUTIONAL CLASS Return Before Taxes 8.44% 8.37% 8.03% 8.51% Return After Taxes on Distributions2 6.69% 6.93% 6.25% 6.52% Return After Taxes on Distributions and Sale of Fund Shares2 5.45% 6.38% 5.87% 6.21% RETAIL CLASS - Return Before Taxes 8.05% 8.07% 7.75% 8.32% LEHMAN GLOBAL AGGREGATE BOND INDEX3 9.48% 6.51% 6.08% 7.16% |
1 AVERAGE ANNUAL TOTAL RETURNS SHOWN FOR THE INSTITUTIONAL CLASS AND RETAIL CLASS SHARES OF THE FUND FOR PERIODS PRIOR TO SEPTEMBER 15, 2003 REFLECT THE RESULTS OF SHARES OF THE CORRESPONDING CLASS OF THE LOOMIS SAYLES GLOBAL BOND FUND, A SERIES OF LOOMIS SAYLES FUNDS II, THE FUND'S PREDECESSOR (THE "PREDECESSOR GLOBAL BOND FUND"). THE ASSETS AND LIABILITIES OF THE PREDECESSOR GLOBAL BOND FUND REORGANIZED INTO THE FUND ON SEPTEMBER 12, 2003. FOR THE PERIODS BEFORE THE INCEPTION OF THE RETAIL CLASS SHARES (DECEMBER 31, 1996) OF THE PREDECESSOR GLOBAL BOND FUND, PERFORMANCE SHOWN FOR THAT CLASS IS BASED ON THE PERFORMANCE OF THE PREDECESSOR GLOBAL BOND FUND'S INSTITUTIONAL CLASS SHARES, ADJUSTED TO REFLECT THE HIGHER FEES PAID BY THE RETAIL CLASS SHARES OF THE PREDECESSOR GLOBAL BOND FUND. INSTITUTIONAL CLASS SHARES OF THE PREDECESSOR GLOBAL BOND FUND COMMENCED OPERATIONS ON MAY 10, 1991.
2 AFTER-TAX RETURNS ARE CALCULATED USING THE HISTORICAL HIGHEST INDIVIDUAL
FEDERAL MARGINAL INCOME TAX RATES AND DO NOT REFLECT THE IMPACT OF STATE AND
LOCAL TAXES. ACTUAL AFTER-TAX RETURNS DEPEND ON AN INVESTOR'S TAX SITUATION AND
MAY DIFFER FROM THOSE SHOWN. AFTER-TAX RETURNS SHOWN ARE NOT RELEVANT TO
INVESTORS WHO HOLD THEIR SHARES THROUGH TAX-DEFERRED ARRANGEMENTS, SUCH AS
401(K) PLANS, QUALIFIED PLANS, EDUCATION SAVINGS ACCOUNTS, SUCH AS 529 PLANS,
OR INDIVIDUAL RETIREMENT ACCOUNTS. THE AFTER-TAX RETURNS ARE SHOWN FOR THE
INSTITUTIONAL CLASS OF THE FUND. AFTER-TAX RETURNS FOR THE OTHER CLASSES OF THE
FUND WILL VARY. IN SOME CASES THE AFTER-TAX RETURNS MAY EXCEED THE RETURN
BEFORE TAXES DUE TO AN ASSUMED TAX BENEFIT FROM ANY LOSS ON A SALE OF FUND
SHARES AT THE END OF THE MEASUREMENT PERIOD.
3 THE RETURNS OF THE INDEX DO NOT REFLECT A DEDUCTION FOR FEES, EXPENSES OR
TAXES. SINCE INCEPTION DATA FOR THE INDEX COVERS THE PERIOD FROM THE MONTH-END
CLOSEST TO THE FUND'S INCEPTION DATE THROUGH DECEMBER 31, 2007.
LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND
INVESTMENT OBJECTIVE The Fund's investment objective is high total investment return through a combination of current income and capital appreciation. The Fund's investment objective may be changed without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES The Fund will normally invest at least 80% of its net assets (plus any borrowings made for investment purposes) in inflation-protected securities. In accordance with applicable SEC requirements, the Fund will notify shareholders prior to any change to such policy taking effect. The emphasis will be on debt securities issued by the U.S. Treasury (Treasury Inflation-Protected Securities, or TIPS). The principal value of these securities is periodically adjusted according to the rate of inflation, and repayment of the original bond principal upon maturity is guaranteed by the U.S. Government.
In deciding which securities to buy and sell, Loomis Sayles will consider, among other things, Loomis Sayles' expectations regarding general trends in interest rates and comparisons of the level of risk associated with particular investments with Loomis Sayles' expectations concerning the potential return on those investments.
The Fund may invest in other securities, including but not limited to, inflation-protected debt securities issued by U.S. Government agencies and instrumentalities other than the U.S. Treasury, by other entities such as corporations and foreign governments, and by foreign issuers. The Fund may also invest in nominal treasury securities, corporate bonds, Rule 144A securities, structured notes, asset-backed securities, and mortgage-related securities, including mortgage dollar rolls, and up to 10% of its assets in lower-quality fixed-income securities (commonly known as "junk bonds"). The Fund may invest in fixed-income securities of any maturity. The Fund may also engage in futures transactions and foreign currency transactions. Loomis Sayles may elect not to hedge currency risk, which may cause the Fund to incur losses that would not have been incurred had the risk been hedged.
The Fund may engage in active and frequent trading of securities. Frequent trading may produce high transaction costs and a high level of taxable capital gains, which may lower the Fund's return.
As a temporary defensive measure, the Fund may hold any portion of its assets in cash and/or invest in money market instruments or high quality debt securities as Loomis Sayles deems appropriate. The Fund may miss certain investment opportunities if it uses defensive strategies and thus may not achieve its investment objectives.
PRINCIPAL RISKS The principal risks of investing in the Fund are described below. There are other circumstances (including non-principal risks that are not described here) which could prevent the Fund from achieving its investment goal. You may lose money by investing in the Fund.
. credit risk - the risk that companies in which the Fund invests, or with
which it does business, will fail financially or otherwise be unwilling or
unable to meet their obligations to the Fund.
. currency risk - the risk that the value of the Fund's investments will fall
as a result of changes in exchange rates. The Fund may, but is not required
to, hedge its exposure to foreign currencies (including "cross hedging"
between two or more foreign currencies) and may invest in foreign currencies
as an asset class.
. derivatives risk - the risk that the value of the Fund's derivative
investments will fall as a result of pricing difficulties or lack of
correlation with the underlying investment.
. focused investment risk - the Fund's portfolio is not as diversified as some
of the other Funds' portfolios, which means that the Fund generally invests
more of its assets in a smaller number of issuers. As a result, changes in
the value of a single security may have a more significant effect on the
Fund's net asset value.
. foreign securities risk - the risk that the value of the Fund's foreign investments will fall as a result of foreign political, social, or economic changes or other issues relating to foreign investing risk.
. interest rate risk - the risk that the value of the Fund's investments will
fall if interest rates rise. Interest rate risk generally is greater for
funds that invest in fixed-income securities with relatively longer
durations than for funds that invest in fixed-income securities with shorter
durations.
. liquidity risk - the risk that the Fund may be unable to find a buyer for
its investments when it seeks to sell them or to receive the price it
expects.
. lower-quality fixed-income securities risk - the risk that the Fund's investments may be subject to fixed-income securities risk to a greater extent than other fixed-income securities. The ability of the issuer's to make principal and interest payments is predominantly speculative for lower-quality fixed-income securities.
. management risk - the risk that Loomis Sayles' investment techniques will be
unsuccessful and may cause the Fund to incur losses.
. market risk - the risk that the value of the Fund's investments will fall as
a result of movements in financial markets generally.
. mortgage-related securities risk - the risk that the securities may be prepaid and result in the reinvestment of the prepaid amounts in securities with lower yields than the prepaid obligations. The Fund may also incur a loss when there is a prepayment of securities that were purchased at a premium. Recent events in the U.S. mortgage markets have led to a reduced demand for mortgage loans and increased the liquidity risk for some mortgage related securities. A dollar roll involves potential risks of loss that are different from those related to securities underlying the transactions. The Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. There is no assurance that the Fund's use of cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
For additional information see the section "Summary of Principal Risks."
FUND PERFORMANCE The bar chart and table shown below give an indication of the risks of investing in the Fund by showing changes in the Fund's performance from year-to-year and by showing how the Fund's average annual returns for the one-year, five-year, ten-year and since inception periods compare to those of a broad measure of market performance. The Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Prior to December 15, 2004, the Fund was managed using different principal investment strategies. The Fund's performance may have been different had the current principal investment strategies been in place for all periods.
BAR CHART The bar chart below shows the Fund's total returns for Institutional Class shares for each of the last ten calendar years.1
[CHART] 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- 9.28% -4.46% 17.65% 4.68% 14.21% 2.99% 4.39% 1.99% 0.60% 10.62% |
THE FUND'S RETURNS WILL VARY. FOR EXAMPLE, DURING THE PERIOD SHOWN IN THE BAR CHART, THE FUND'S BEST QUARTER WAS UP 8.34% (THIRD QUARTER 2002), AND THE FUND'S WORST QUARTER WAS DOWN 3.18% (SECOND QUARTER 2004).
1 THE ANNUAL TOTAL RETURNS SHOWN FOR PERIODS PRIOR TO SEPTEMBER 15, 2003 REFLECT THE RESULTS OF THE INSTITUTIONAL CLASS OF THE LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND, THE FUND'S PREDECESSOR (THE "PREDECESSOR U.S. GOVERNMENT SECURITIES FUND"). THE ASSETS AND LIABILITIES OF THE PREDECESSOR U.S. GOVERNMENT SECURITIES FUND WERE REORGANIZED INTO THE FUND ON SEPTEMBER 12, 2003.
PERFORMANCE TABLE The table below shows how the average annual total returns for Institutional Class shares (before and after taxes) for the one-year, five-year, ten-year and since inception periods compare to those of the Lehman U.S. Treasury Inflation Protected Securities Index, an unmanaged index that measures the performance of the inflation protected securities issued by the U.S. Treasury. You may not invest directly in an index. The Fund's returns have also been calculated to reflect return after taxes on distributions only and return after taxes on distributions and sale of Fund shares. The Lehman U.S. Treasury Inflation Protected Securities Index returns have not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund shares.
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 20071
--------------------------------------------------------------------------------------- Since Inception 1 Year 5 Years 10 Years (5/21/91) --------------------------------------------------------------------------------------- LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND INSTITUTIONAL CLASS Return Before Taxes 10.62% 4.06% 6.01% 7.69% Return After Taxes on Distributions2 8.42% 2.17% 3.81% 5.00% Return After Taxes on Distributions and Sale of Fund Shares2 6.81% 2.39% 3.82% 4.97% LEHMAN U.S. TREASURY INFLATION PROTECTED SECURITIES INDEX3 11.64% 6.27% 7.46% N/A |
1 THE ANNUAL TOTAL RETURNS SHOWN FOR PERIODS PRIOR TO SEPTEMBER 15, 2003 REFLECT THE RESULTS OF THE INSTITUTIONAL CLASS OF THE LOOMIS SAYLES U.S. GOVERNMENT SECURITIES FUND, THE FUND'S PREDECESSOR (THE "PREDECESSOR U.S. GOVERNMENT SECURITIES FUND"). THE ASSETS AND LIABILITIES OF THE PREDECESSOR U.S. GOVERNMENT SECURITIES FUND WERE REORGANIZED INTO THE FUND ON SEPTEMBER 12, 2003.
2 AFTER-TAX RETURNS ARE CALCULATED USING THE HISTORICAL HIGHEST INDIVIDUAL
FEDERAL MARGINAL INCOME TAX RATES AND DO NOT REFLECT THE IMPACT OF STATE AND
LOCAL TAXES. ACTUAL AFTER-TAX RETURNS DEPEND ON AN INVESTOR'S TAX SITUATION AND
MAY DIFFER FROM THOSE SHOWN. AFTER-TAX RETURNS SHOWN ARE NOT RELEVANT TO
INVESTORS WHO HOLD THEIR SHARES THROUGH TAX-DEFERRED ARRANGEMENTS, SUCH AS
401(K) PLANS, QUALIFIED PLANS, EDUCATION SAVINGS ACCOUNTS, SUCH AS 529 PLANS,
OR INDIVIDUAL RETIREMENT ACCOUNTS. IN SOME CASES THE AFTER-TAX RETURNS MAY
EXCEED THE RETURN BEFORE TAXES DUE TO AN ASSUMED TAX BENEFIT FROM ANY LOSSES ON
A SALE OF FUND SHARES AT THE END OF THE MEASUREMENT PERIOD.
3 THE RETURNS OF THE INDEX DO NOT REFLECT A DEDUCTION FOR FEES, EXPENSES OR TAXES. RETURN DATA IS UNAVAILABLE FOR THE LEHMAN U.S. TREASURY INFLATION PROTECTED SECURITIES INDEX PRIOR TO MARCH 1, 1997.
FEES AND EXPENSES OF THE FUNDS
The following tables describe the fees and expenses that you may pay if you buy and hold shares of a Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
MAXIMUM SALES CHARGE REDEMPTION FEE (LOAD) IMPOSED MAXIMUM (AS A PERCENTAGE ON PURCHASES DEFERRED OF AMOUNT (AS A PERCENTAGE OF SALES CHARGE REDEEMED, IF FUND/CLASS OFFERING PRICE) (LOAD) APPLICABLE) ------------------------------------------------------------------------------------ LOOMIS SAYLES BOND FUND Institutional Class None None 2% of proceeds* Retail Class None None 2% of proceeds* Admin Class None None 2% of proceeds* ------------------------------------------------------------------------------------ LOOMIS SAYLES GLOBAL BOND FUND Institutional Class None None 2% of proceeds* Retail Class None None 2% of proceeds* ------------------------------------------------------------------------------------ LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND Institutional Class None None None ------------------------------------------------------------------------------------ |
* WILL BE CHARGED ON REDEMPTIONS AND EXCHANGES OF SHARES HELD FOR 60 DAYS OR LESS. FOR MORE INFORMATION, SEE THE SECTION "REDEMPTION FEES."
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS, AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
TOTAL ANNUAL FEE DISTRIBUTION FUND REDUCTION/ MANAGEMENT (12B-1) OTHER OPERATING REIMBURSE- NET FUND/CLASS FEES FEES EXPENSES EXPENSES MENT EXPENSES ----------------------------------------------------------------------------------------------- LOOMIS SAYLES BOND FUND1 Institutional Class 0.53% 0.00% 0.14%/(A)/ 0.67% 0.00% 0.67% Retail Class 0.53% 0.25% 0.19%/(A)/ 0.97% 0.02%+ 0.95%+ Admin Class 0.53% 0.25% 0.46%/(A)(B)/ 1.24% 0.04%+ 1.20%+ ----------------------------------------------------------------------------------------------- LOOMIS SAYLES GLOBAL BOND FUND2 Institutional Class 0.57% 0.00% 0.11% 0.68% 0.00% 0.68% Retail Class 0.57% 0.25% 0.22% 1.04% 0.04% 1.00% ----------------------------------------------------------------------------------------------- LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND3 Institutional Class 0.25% 0.00% 1.03% 1.28% 0.88% 0.40% ----------------------------------------------------------------------------------------------- |
(A)OTHER EXPENSES INCLUDE EXPENSES INDIRECTLY BORNE BY THE FUND THROUGH
INVESTMENTS IN CERTAIN POOLED INVESTMENT VEHICLES ("ACQUIRED FUND FEES AND
EXPENSES") OF LESS THAN 0.01% OF THE FUND'S AVERAGE DAILY NET ASSETS. THE
EXPENSE INFORMATION SHOWN IN THE TABLE ABOVE MAY DIFFER FROM THE EXPENSE
INFORMATION DISCLOSED IN THE FUND'S FINANCIAL HIGHLIGHTS TABLE BECAUSE THE
FINANCIAL HIGHLIGHTS TABLE REFLECTS THE OPERATING EXPENSES OF THE FUND AND
DOES NOT INCLUDE ACQUIRED FUND FEES AND EXPENSES.
(B)OTHER EXPENSES INCLUDE AN ADMINISTRATIVE SERVICES FEE OF 0.25% FOR ADMIN
CLASS SHARES.
+ FEE REDUCTION/REIMBURSEMENT AND NET EXPENSE HAVE BEEN RESTATED TO REFLECT
THE CURRENT EXPENSE CAP ARRANGEMENTS FOR THE RETAIL CLASS AND ADMIN CLASS
OF THE BOND FUND.
1 LOOMIS SAYLES HAS GIVEN A BINDING CONTRACTUAL UNDERTAKING TO THE LOOMIS
SAYLES BOND FUND TO LIMIT THE AMOUNT OF THE FUND'S TOTAL ANNUAL FUND OPERATING
EXPENSES, EXCLUSIVE OF ACQUIRED FUND FEES AND EXPENSES, BROKERAGE EXPENSES, INTEREST EXPENSE, TAXES AND ORGANIZATIONAL AND EXTRAORDINARY EXPENSES, TO 0.70%, 0.95% AND 1.20% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR INSTITUTIONAL SHARES, RETAIL SHARES AND ADMIN SHARES,
RESPECTIVELY. THIS UNDERTAKING IS IN EFFECT THROUGH JANUARY 31, 2009 AND IS
REEVALUATED ON AN ANNUAL BASIS. WITHOUT THIS UNDERTAKING EXPENSES FOR RETAIL
CLASS SHARES AND ADMIN CLASS SHARES WOULD HAVE BEEN HIGHER.
2 LOOMIS SAYLES HAS GIVEN A BINDING CONTRACTUAL UNDERTAKING TO THE LOOMIS
SAYLES GLOBAL BOND FUND TO LIMIT THE AMOUNT OF THE FUND'S TOTAL ANNUAL FUND
OPERATING EXPENSES, EXCLUSIVE OF ACQUIRED FUND FEES AND EXPENSES, BROKERAGE
EXPENSES, INTEREST EXPENSE, TAXES AND ORGANIZATIONAL AND EXTRAORDINARY
EXPENSES, TO 0.75% AND 1.00% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR INSTITUTIONAL SHARES AND RETAIL SHARES, RESPECTIVELY. THIS UNDERTAKING IS IN EFFECT THROUGH JANUARY 31, 2009 AND IS REEVALUATED ON AN ANNUAL BASIS. WITHOUT THIS UNDERTAKING EXPENSES FOR RETAIL CLASS SHARES WOULD HAVE BEEN HIGHER. 3 LOOMIS SAYLES HAS GIVEN A BINDING CONTRACTUAL UNDERTAKING TO THE LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND TO LIMIT THE AMOUNT OF THE FUND'S TOTAL ANNUAL FUND OPERATING EXPENSES, EXCLUSIVE OF ACQUIRED FUNDS FEES AND EXPENSES, BROKERAGE EXPENSES, INTEREST EXPENSE, TAXES AND ORGANIZATIONAL AND EXTRAORDINARY EXPENSES, TO 0.40% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR INSTITUTIONAL SHARES. THIS UNDERTAKING IS IN EFFECT THROUGH JANUARY 31, 2009 AND IS REEVALUATED ON AN ANNUAL BASIS. WITHOUT THIS UNDERTAKING EXPENSES WOULD HAVE BEEN HIGHER.
LOOMIS SAYLES WILL BE PERMITTED TO RECOVER, ON A CLASS BY CLASS BASIS, EXPENSES IT HAS BORNE THROUGH THE UNDERTAKINGS DESCRIBED ABOVE TO THE EXTENT THAT A
FUND'S EXPENSES IN LATER PERIODS FALL BELOW THE ANNUAL RATES SET FORTH IN THE RELEVANT UNDERTAKING. A FUND WILL NOT BE OBLIGATED TO PAY ANY SUCH DEFERRED
FEES AND EXPENSES MORE THAN ONE YEAR AFTER THE END OF THE FISCAL YEAR IN WHICH THE FEE AND EXPENSE WAS DEFERRED.
EXAMPLE
This example*, which is based upon the expenses shown in the "Total Annual Fund Operating Expenses" column, is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds.
The example assumes that:
. You invest $10,000 in the Funds for the time periods indicated;
. Your investment has a 5% return each year;
. The Funds' operating expenses remain the same; and
. All dividends and distributions are reinvested.
Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
FUND/CLASS 1 YEAR* 3 YEARS* 5 YEARS* 10 YEARS* ------------------------------------------------------------------------------------- LOOMIS SAYLES BOND FUND Institutional Class $ 68 $214 $373 $ 835 Retail Class $ 97 $307 $534 $1,188 Admin Class $122 $389 $677 $1,496 ------------------------------------------------------------------------------------- LOOMIS SAYLES GLOBAL BOND FUND Institutional Class $ 69 $218 $379 $ 847 Retail Class $102 $327 $570 $1,267 ------------------------------------------------------------------------------------- LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND Institutional Class $ 41 $319 $618 $1,468 ------------------------------------------------------------------------------------- |
* THE EXAMPLES FOR RETAIL AND ADMIN CLASS SHARES OF LOOMIS SAYLES BOND FUND, RETAIL CLASS SHARES OF LOOMIS SAYLES GLOBAL BOND FUND AND INSTITUTIONAL CLASS SHARES OF LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND ARE BASED ON THE NET EXPENSES FOR THE 1-YEAR PERIOD AND ON THE TOTAL ANNUAL FUND OPERATING EXPENSES FOR THE REMAINING PERIODS. THE EXAMPLES FOR INSTITUTIONAL CLASS SHARES OF LOOMIS SAYLES BOND FUND AND INSTITUTIONAL CLASS SHARES OF LOOMIS SAYLES GLOBAL BOND FUND ARE BASED ON THE TOTAL ANNUAL FUND OPERATING EXPENSES FOR ALL PERIODS.
A "snapshot" of the Funds' investments may be found in the Funds' annual and semiannual reports. In addition, a list of the Fund's full portfolio holdings, which is updated monthly after an aging period of at least 30 days, is available on the Funds' website at www.loomissayles.com (click on "Products," "Mutual Funds" and then "Holdings"). These holdings will remain accessible on the website until the Funds file their respective Form N-CSR or Form N-Q with the SEC for the period that includes the date of the information. In addition, a list of the Funds' top 10 holdings as of the month-end is generally available within 5 days after the month-end on the Funds' website at www.loomissayles.com (click on "Products," "Mutual Funds," select the name of the Fund whose holdings you wish to view and then "Portfolio"). Please see the back cover of this Prospectus for more information on obtaining a copy of the Funds' current annual or semiannual report.
SUMMARY OF PRINCIPAL RISKS
This section provides more information on the principal risks that may affect a Fund's portfolio. In seeking to achieve their investment goals, the Funds may also invest in various types of securities and engage in various investment practices which are not the principal focus of the Funds and therefore are not described in this Prospectus. These securities and investment practices and their associated risks are discussed in the Funds' Statement of Additional Information ("SAI"), which is available without charge upon request (see back cover).
Each Fund may borrow money for temporary or emergency purposes in accordance with its investment restrictions.
CREDIT RISK
This is the risk that the issuer or the guarantor of a fixed-income security, or the counterparty to an over-the-counter transaction, will be unable or unwilling to make timely payments of interest or principal or to otherwise honor its obligations. Each Fund may be subject to credit risk to the extent that it invests in fixed-income securities or is a party to over-the-counter transactions.
Because the Funds may invest in lower-quality fixed-income securities (commonly known as "junk bonds"), the Funds are subject to greater credit risk and market risk than Funds that invest in higher-quality fixed-income securities. Lower-rated fixed-income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments.
The Fund's investment in securities issued by U.S. Government agencies are subject to security risk. Agencies of the U.S. Government are guaranteed as to the payment of principal and interest of the relevant entity but are not backed by the full faith and credit of the U.S. Government. An event affecting the guaranteeing entity could adversely affect the payment of principal or interest or both on the security, and therefore, these types of securities should be considered to be riskier than U.S. Government securities.
The Funds' investments in fixed-income securities issued in connection with corporate restructurings by highly-leveraged issuers or in fixed-income securities that are not current in the payment of interest or principal (I.E., in default) may be subject to greater credit risk.
The Funds' investment in foreign securities are subject to increased credit risk because of the difficulties of requiring foreign entities to honor their contractual commitments and because a number of foreign governments and other issuers are already in default.
CURRENCY RISK
This is the risk that fluctuations in exchange rates between the U.S. dollar and foreign currencies, or between two or more foreign currencies, may cause the value of a Fund's investments to decline. The Fund is subject to currency risk because it may invest in securities or other instruments denominated in, or receive revenues in, foreign currency are subject to currency risk.
DERIVATIVES RISK
Each Fund may use derivatives, which are financial contracts whose value depends upon or is derived from the value of an underlying asset, reference rate, or index. Examples of derivatives include options, futures and swap transactions, forward transactions and foreign currency transactions. The portfolio managers expect to use futures for the purpose of managing the duration of each Fund's portfolio. Each Fund may use derivatives as part of a strategy designed to reduce other risks ("hedging"). A Fund also may use derivatives to earn income, enhance yield, or broaden the Fund's diversification. This use of derivatives for these purposes entails greater risk than using derivatives solely for hedging purposes. If a Fund uses derivatives, it also faces additional risks, such as liquidity risk, the credit risk relating to the other party to a derivative contract, the risk of difficulties in pricing and valuation and the risk that changes in the value of a derivative may not correlate perfectly with relevant assets, rates or indices.
EMERGING MARKETS RISK
ECONOMIC AND POLITICAL RISKS Emerging market countries often experience instability in their political and economic structures. Government actions could have a significant impact on the economic conditions in such countries, which in turn would affect the value and liquidity of the assets of the Fund invested in emerging markets securities. Specific risks that could decrease the Fund's return include seizure of a company's assets, restrictions imposed on payments as a result of blockages on foreign currency exchanges and unanticipated social or political occurrences.
The ability of the government of an emerging market country to make timely payments on its debt obligations will depend on many factors, including the extent of its reserves, fluctuations in interest rates, and access to international credit and investments. A country that has non-diversified exports or relies on certain key imports will be subject to greater fluctuations in the pricing of those commodities. Failure to generate sufficient earnings from foreign trade will make it difficult for an emerging market country to service its foreign debt.
Companies trading in developing securities markets are generally smaller and have shorter operating histories than companies in developed markets. Foreign investors may be required to register the proceeds of sales. Settlement of securities transactions in emerging markets may be subject to risk of loss and may be delayed
more often than in the U.S. Disruptions resulting from social and political factors may cause the securities markets to close. If extended closing were to occur, the liquidity and value of the Fund's assets invested in corporate debt obligations of emerging market companies would decline.
INVESTMENT CONTROLS; REPATRIATION Foreign investment in emerging market country debt securities is restricted or controlled to varying degrees. These restrictions may at times limit or preclude foreign investment in certain emerging market country debt securities. Certain emerging market countries require government approval before investments by foreign persons, limit the amount of investments by foreign persons in a particular issuer, limit investments by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.
Emerging market countries may require governmental approval for the repatriation of investment income, capital or proceeds of sale of securities by foreign investors. In addition, if a deterioration occurs in an emerging market country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets in emerging market countries may require the Fund to adopt special procedures, seek local governmental approvals or take other actions, each of which may involve additional costs to the Fund.
FOCUSED INVESTMENT RISK
This is the risk that a Fund that invests a greater percentage of its assets in a particular issuer or a small number of industries may have more risk compared with other mutual funds. Changes in the value of a single security or the impact of a single economic, political or regulatory occurrence may have a greater adverse impact on the Fund's net asset value.
FOREIGN SECURITIES RISK
This is the risk associated with investments in issuers located in foreign countries. A Fund's investments in foreign securities may be less liquid and may experience more rapid and extreme changes in value than investments in securities of U.S. companies.
The securities markets of many foreign countries are relatively small, with a limited number of issuers and a small number of securities. In addition, foreign companies often are not subject to the same degree of regulation as U.S. companies. Reporting, accounting, and auditing standards of foreign countries differ, in some cases
significantly, from U.S. standards. Nationalization, expropriation or confiscatory taxation, currency blockage, political changes, or diplomatic developments can cause the value of a Fund's investments in a foreign country to decline. In the event of nationalization, expropriation, or other confiscation, a Fund could lose its entire foreign investment.
The Funds may invest in emerging markets. As a result, the Fund may face greater foreign securities risk since emerging markets countries may be more likely to experience political and economic instability.
INFLATION/DEFLATION RISK
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the present value of future payments. Deflation risk is the risk that prices throughout the economy decline over time (the opposite of inflation). Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund's portfolio.
INTEREST RATE RISK
This is the risk that changes in interest rates will affect the value of a Fund's investments in fixed-income securities, such as bonds, notes, asset-backed securities, and other income-producing securities. Fixed-income securities are obligations of the issuer to make payments of principal and/or interest on future dates. Increases in interest rates may cause the value of a Fund's investments to decline.
Even Funds that generally invest a significant portion of their assets in high-quality fixed-income securities are subject to interest rate risk. Interest rate risk is greater for funds that generally invest a significant portion of their assets in lower-quality fixed-income securities (commonly known as "junk bonds") or comparable unrated securities. Interest rate risk also is greater for Funds that generally invest in fixed-income securities with longer maturities or durations than for Funds that invest in fixed-income securities with shorter maturities or durations.
Interest rate risk is compounded for Funds when they invest a significant portion of their assets in mortgage-related or asset-backed securities because the value of mortgage-related and asset-backed securities generally is more sensitive to changes in interest rates than other types of fixed-income securities. When interest rates rise, the maturities of mortgage-related and asset-backed securities tend to lengthen, and the value of these securities decreases more significantly than the value of other types of securities. In addition, these types of securities are subject to prepayment when interest rates fall, which generally results in lower returns because funds that hold these types of securities must reinvest assets previously invested in these types of securities in fixed-income securities with lower interest rates.
Each Fund also faces increased interest rate risk when it invests in fixed-income securities paying no current interest (such as zero coupon securities and principal-
only securities) interest-only securities and fixed-income securities paying non-cash interest in the form of other fixed-income securities, because the prices of those types of securities tend to react more to changes in interest rates.
ISSUER RISK
The value of a Fund's investments may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services.
LEVERAGING RISK
When a Fund borrows money or otherwise leverages its portfolio, the value of an investment in the Fund will be more volatile, and all other risks are generally compounded. Funds face this risk if they create leverage by using investments such as reverse repurchase agreements, inverse floating rate instruments or derivatives, or by borrowing money.
LIQUIDITY RISK
Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling these illiquid securities at an advantageous price or at the time desired. Derivatives and securities that involve substantial interest rate or credit risk tend to involve greater liquidity risk. In addition, liquidity risk tends to increase to the extent a Fund invests in securities whose sale may be restricted by law or by contract, such as Rule 144A securities.
LOWER-QUALITY FIXED-INCOME SECURITIES RISK
Lower-quality fixed-income securities, also known as "junk bonds," are below investment grade quality and may be considered speculative with respect to the issuer's continuing ability to make principal and interest payments. To be considered below investment grade quality, none of the three major rating agencies (Moody's Investors Services, Inc., Fitch Investor Services, Inc. or Standard and Poor's Rating Group) must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality. Analysis of the creditworthiness of issuers of lower-rated securities may be more complex than for issuers of higher-quality debt securities, and the Fund's ability to achieve its investment objectives may, to the extent the Fund invests in lower-rated securities, be more dependent upon Loomis Sayles' credit analysis than would be the case if the Fund were investing in higher-quality securities. The issuers of these securities may be in default or have a currently identifiable vulnerability to default on their payments of principal and interest, or may otherwise be subject to present elements of danger with respect to payments of principal or interest. However, a Fund will
not invest in securities that are in default as to payment of principal and interest at the time of purchase.
Lower-rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, a Fund may incur additional expenses to seek recovery.
The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. A lack of liquidity in the secondary trading markets could adversely affect the price at which the Fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of a Fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities generally.
It is reasonable to expect that any adverse economic conditions could disrupt the market for lower-rated securities, have an adverse impact on the value of such securities, and adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon. New laws and proposed new laws may adversely impact the market for lower-rated securities.
MANAGEMENT RISK
Management risk is the risk that Loomis Sayles' investment techniques could fail to achieve a Fund's objective and could cause your investment in a Fund to lose value. Each Fund is subject to management risk because each Fund is actively managed by Loomis Sayles. Loomis Sayles will apply its investment techniques and risk analyses in making investment decisions for each Fund, but there can be no guarantee that Loomis Sayles' decisions will produce the desired results. For example, securities that Loomis Sayles expects may appreciate in value may in fact decline. Similarly, in some cases derivative and other investment techniques may be unavailable or Loomis Sayles may determine not to use them, even under market conditions where their use could have benefited a Fund.
MARKET RISK
This is the risk that the value of a Fund's investments will change as financial markets fluctuate and that prices overall may decline. The value of a company's securities may fall as a result of factors that directly relate to that company, such as decisions made by its management or lower demand for the company's products or services. A security's value also may fall because of factors affecting not just the company, but companies in its industry or in a number of different industries, such as increases in production costs. The value of a company's security also may be affected by changes in financial market or other economic conditions, such as changes in interest rates or currency exchange rates. In addition, a company's stock generally pays dividends only
after the company makes required payments to holders of its bonds or other debt. For this reason, the value of the stock will usually react more strongly than bonds and other fixed-income securities to actual or perceived changes in the company's financial condition or prospects. Market risk tends to be greater when a Fund invests in fixed-income securities with longer maturities.
MORTGAGE DOLLAR ROLLS RISK
A mortgage dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes. A Fund will designate assets determined to be liquid in an amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss that are different from those related to the securities underlying the transactions. A Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. Since the counterparty in the transaction is required to deliver a similar, but not identical, security to a Fund, the security that a Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that a Fund's use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
MORTGAGE-RELATED SECURITIES RISK
Mortgage-related securities, such as Government National Mortgage Association certificates or securities issued by the Federal National Mortgage Association, differ from traditional fixed-income securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment rate will reduce yield to maturity, and a slower-than-expected prepayment rate will increase yield to maturity. If a Fund purchases mortgage-related securities at a discount, faster-than-expected prepayments will increase, and slower-than-expected prepayments will reduce, yield to maturity. Prepayments, and resulting amounts available for reinvestment by the Fund, are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if the premium has not been fully amortized at the time of prepayment. These securities will decrease in value as a result of increases in interest rates generally, and they are likely to appreciate less than other fixed-income securities when interest rates decline because of the risk of prepayments.
REAL ESTATE INVESTMENT TRUST (REITS) RISK
The real estate industry is particularly sensitive to economic downturns. Securities of companies in the real estate industry, including REITs, are sensitive to factors
such as changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws. In addition, the value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon cash flow from their investments to repay financing costs and also on the ability of the REITs' managers. The Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the "Code"), and failing to maintain their exemptions from registration under the Investment Company Act of 1940 (the "1940 Act").
REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than more widely-held securities.
A Fund's investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from REITs will not qualify for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income.
REPURCHASE AGREEMENTS
Under a repurchase agreement, a Fund purchases a security and obtains a simultaneous commitment from the seller (a bank or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed upon price and date (usually seven days or less from the date of original purchase). The resale price is in excess of the purchase price and reflects an agreed upon market rate of interest unrelated to the coupon rate on the purchased security. Such transactions afford the Fund the opportunity to earn a return on its cash at what is expected to be minimal market risk. There is a risk that the seller may fail to repurchase the underlying security. In such event, the Fund would attempt to exercise rights with respect to the underlying security, including possible disposition in the market. However, the Fund may be subject to various delays and risks of loss, including possible declines in the value of the underlying security, possible reduced levels of income, inability to enforce rights and expenses involved in attempted enforcement. Repurchase agreement maturing in more than seven days may be considered illiquid securities.
SECURITIES LENDING
Each Fund may lend a portion of its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. Please see "Investment Strategies" in the SAI for details. When a Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. Investments of cash collateral may also lose value or become illiquid, although each Fund remains obligated to return the collateral amount to the borrower upon termination or maturity of the securities loan, and may realize losses on the collateral investments or be required to liquidate other portfolio securities to satisfy its obligations. A Fund may pay lending fees to the party arranging the loan.
STRUCTURED NOTES
The Funds may invest in structured notes, which are derivative debt instruments with principal and/or interest payments linked to the value of a commodity, a foreign currency, an index of securities, an interest rate, or other financial indicators ("reference instruments"). The payments on a structured note may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared to a fixed interest rate, the exchange rates between two currencies, one or more securities or a securities or commodities index. A structured note may be positively or negatively indexed. For example, its principal amount and/or interest rate may increase or decrease if the value of the reference instrument increases, depending upon the terms of the instrument. The change in the principal amount payable with respect to, or the interest rate of, a structured note may be a multiple of the percentage change (positive or negative) in the value of the underlying reference instrument or instruments. Structured notes can be used to increase a Fund's exposure to changes in the value of assets or to hedge the risks of other investments that a Fund holds.
Investment in structured notes involves certain risks, including the risk that the issuer may be unable or unwilling to satisfy its obligations to pay principal or interest, which are separate from the risk that the note's reference instruments may move in a manner that is disadvantageous to the holder of the note. Structured notes, which are often illiquid, are also subject to additional risk such as market risk, liquidity risk, and interest rate risk. The terms of certain structured notes may provide that a decline in the reference instrument may result in the interest rate or principal amount being reduced to zero. Structured notes may be more volatile than the underlying reference instruments or traditional debt instruments.
TRANSACTIONS WITH OTHER INVESTMENT COMPANIES
Pursuant to SEC exemptive relief, each Fund may be permitted to invest its daily cash balances in shares of money market and short-term bond funds advised by Natixis Asset Management Advisors, L.P. (an affiliate of Loomis Sayles) ("Natixis Advisors") or its affiliates ("Central Funds"). The Central Funds currently include the Natixis Cash Management Trust-Money Market Series, Institutional Daily
Income Fund, Cortland Trust, Inc. and Short Term Income Fund, Inc. Each Central Fund is advised by Reich & Tang Asset Management, LLC ("Reich & Tang"), except for Natixis Cash Management Trust-Money Market Series, which is advised by Natixis Advisors and subadvised by Reich & Tang. Because Loomis Sayles, Natixis Advisors and Reich & Tang are each subsidiaries of Natixis Asset Management US Group, L.P. (herein referred to as "Natixis Asset Management US Group"), the Funds and the Central Funds may be considered to be related companies comprising a "group of investment companies" under the 1940 Act.
Pursuant to such exemptive relief, the Funds may also borrow and lend money for temporary or emergency purposes directly to and from other Funds through an interfund credit facility. In addition to the Funds and the Central Funds, series of the following mutual fund groups may also be able to participate in the facility: Natixis Funds Trust I (except the CGM Advisor Targeted Equity Fund series), Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Harris Associates Investment Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Gateway Trust. The advisers and subadvisers to these mutual funds currently include Natixis Advisors, Reich & Tang, Loomis Sayles, AEW Management and Advisors, L.P., BlackRock Investment Management, LLC ("BlackRock"), Dreman Value Management, LLC ("Dreman"), Gateway Investment Advisers, LLC., Hansberger Global Investors, Inc., Harris Associates L.P., Vaughan Nelson Investment Management, L.P., and Westpeak Global Advisors, L.P. Each of these advisers and subadvisers (except for BlackRock and Dreman) are subsidiaries of Natixis Asset Management US Group and are thus "affiliated persons" under the 1940 Act by reason of being under common control by Natixis Asset Management US Group. In addition, because the Funds, and other funds, are advised by firms that are affiliated with one another, they may be considered to be related companies comprising a "group of investment companies" under the 1940 Act. The Central Funds will participate in the Credit Facility only as lenders. Participation in such an interfund lending program would be voluntary for both borrowing and lending funds, and a Fund would participate in an interfund lending program only if the Board of Trustees determined that doing so would benefit a Fund. Should a Fund participate in such an interfund lending program, the Board of Trustees would establish procedures for the operation of the program by the advisers or an affiliate. The Funds may engage in the transactions described above without further notice to shareholders.
MANAGEMENT
INVESTMENT ADVISER
Loomis, Sayles & Company, L.P., located at One Financial Center, Boston, Massachusetts 02111, serves as the investment adviser to the Funds. Loomis Sayles is a subsidiary of Natixis Global Asset Management L.P. ("Natixis US") (formerly IXIS Asset Management US Group), which is part of Natixis Asset Management Group (formerly, IXIS Asset Management Group). Founded in 1926, Loomis Sayles is one of the oldest investment firms in the United States with over $129.9 billion in assets under management as of December 31, 2007. Loomis Sayles is well known for its professional research staff, which is one of the largest in the industry. Loomis Sayles makes investment decisions for each Fund.
The aggregate advisory fee paid by the Funds during the fiscal year ended September 30, 2007 as a percentage of the Funds' average daily net assets were:
FUND AGGREGATE ADVISORY FEE ------------------------------------------------------------------------ Loomis Sayles Bond Fund 0.53% ------------------------------------------------------------------------ Loomis Sayles Global Bond Fund 0.57% ------------------------------------------------------------------------ Loomis Sayles Inflation Protected Securities Fund 0.25% ------------------------------------------------------------------------ |
A discussion of the factors considered by the Funds' Board of Trustees in approving the Funds' investment advisory contracts is available in the Funds' annual reports for the fiscal year ended September 30, 2007.
PORTFOLIO MANAGERS
The following persons have had primary responsibility for the day-to-day management of each indicated Fund's portfolio since the date stated below. Associate Portfolio Managers are actively involved in formulating the overall strategy for the Funds they manage but are not the primary decision makers. Except where noted, each portfolio manager has been employed by Loomis Sayles for at least five years.
Kenneth M. Buntrock has served as portfolio manager of the LOOMIS SAYLES GLOBAL BOND FUND since September 2000. Mr. Buntrock, Vice President of Loomis Sayles, began his investment career in 1974 and joined Loomis Sayles in 1997. Mr. Buntrock holds the designation of Chartered Financial Analyst. He received a B.A. from Pennsylvania State University, an M.B.A. from the University of Pittsburgh and has over 33 years of investment experience.
Matthew J. Eagan has served as an associate portfolio manager of the LOOMIS SAYLES BOND FUND since February 2007. Mr. Eagan, Vice President of Loomis Sayles, began his investment career in 1989 and joined Loomis Sayles in 1997. He received a B.A. from Northeastern University and an M.B.A. from Boston University. Mr. Eagan holds the designation of Chartered Financial Analyst and has over 18 years of investment experience.
Daniel J. Fuss has served as a portfolio manager of the LOOMIS SAYLES BOND FUND since its inception in May 1991. Mr. Fuss is Vice Chairman, Director and Managing Partner of Loomis Sayles. He began his investment career in 1958 and joined Loomis Sayles in 1976. Mr. Fuss holds the designation of Chartered Financial Analyst. He received a B.S. and an M.B.A. from Marquette University and has over 49 years of investment experience.
Kathleen C. Gaffney has served as co-portfolio manager of the LOOMIS SAYLES BOND FUND since October 1997. Ms. Gaffney, Vice President of Loomis Sayles, began her investment career in 1984 and joined Loomis Sayles in 1984. Ms. Gaffney holds the designation of Chartered Financial Analyst. She received a B.A. from the University of Massachusetts at Amherst and has over 23 years of investment experience.
John Hyll has served as portfolio manager of the LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND since January 2003. Mr. Hyll, Vice President of Loomis Sayles, began his investment career in 1983 and joined Loomis Sayles in 1987. Mr. Hyll received a B.A. and an M.B.A. from Baldwin-Wallace College and has over 24 years of investment experience.
David W. Rolley has served as portfolio manager of the LOOMIS SAYLES GLOBAL BOND FUND since September 2000. Mr. Rolley, Vice President of Loomis Sayles, began his investment career in 1980 and joined Loomis Sayles in 1994. Mr. Rolley holds the designation of Chartered Financial Analyst. He received a B.A. from Occidental College, studied graduate economics at the University of Pittsburgh and has over 27 years of investment experience.
Clifton V. Rowe has served as portfolio manager of the LOOMIS SAYLES INFLATION PROTECTED SECURITIES FUND since January 2003. Mr. Rowe, Vice President of Loomis Sayles, began his investment career in 1992 and joined Loomis Sayles in 1992. Mr. Rowe holds the designation of Chartered Financial Analyst. He received a B.B.A. from James Madison University, an M.B.A. from the University of Chicago and has over 15 years of investment experience
Lynda L. Schweitzer has served as portfolio manager of the LOOMIS SAYLES GLOBAL BOND FUND since February 2007. Ms. Schweitzer, Vice President of Loomis Sayles, began her investment career in 1986 and joined Loomis Sayles in 2001. Ms. Schweitzer holds the designation of Chartered Financial Analyst. She received a B.A. from the University of Rochester, an M.B.A. from Boston University and has over 21 years of investment experience.
Elaine M. Stokes has served as an associate portfolio manager of the LOOMIS SAYLES BOND FUND since February 2007. Ms. Stokes, Vice President of Loomis Sayles, began her investment career in 1987 and joined Loomis Sayles in 1988. She received a B.S. from St. Michael's College and has over 20 years of investment experience.
PLEASE SEE THE STATEMENT OF ADDITIONAL INFORMATION ("SAI") FOR INFORMATION ON PORTFOLIO MANAGER COMPENSATION, OTHER ACCOUNTS UNDER MANAGEMENT BY THE PORTFOLIO MANAGERS AND THE PORTFOLIO MANAGERS' OWNERSHIP OF SECURITIES IN THE FUNDS.
DISTRIBUTION PLANS AND ADMINISTRATIVE SERVICES AND OTHER FEES
For the Retail and Admin Classes of the Funds, the Funds offering those classes have adopted distribution plans under Rule 12b-1 of the 1940 Act that allow the Funds to pay fees for the sale and distribution of Retail and Admin Class shares and for services provided to shareholders. This 12b-1 fee currently is 0.25% of a Fund's average daily net assets attributable to the shares of a particular Class. Because these fees are paid out of the Funds' assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Admin Class shares of Loomis Sayles Bond Fund are offered exclusively through intermediaries, who will be the record owners of the shares. Admin Class shares may pay an administrative services fee at an annual rate of up to 0.25% of the average daily net assets attributable to Admin Class shares to securities dealers or financial intermediaries for providing personal service and account maintenance for their customers who hold these shares.
Natixis Distributors, L.P. (the "Distributor"), on behalf of Loomis Sayles, may pay certain broker-dealers and financial intermediaries whose customers are existing shareholders of the Funds a continuing fee at an annual rate of up to 0.35% of the value of Fund shares held for those customers' accounts, although this continuing fee is paid by the Distributor, on behalf of Loomis Sayles, out of its own assets and is not assessed against the Fund.
The Distributor and its affiliates may, out of their own resources, make payments in addition to the payments described in this section to dealers and other financial intermediaries that satisfy certain criteria established from time to time by the Distributor. Payments may vary based on sales, the amount of assets a dealer's or intermediary's clients have invested in the Funds, and other factors. These payments may also take the form of sponsorship of seminars or informational meetings or payments for attendance by persons associated with a dealer or intermediary at informational meetings. The Distributor and its affiliates may also make payments for recordkeeping and other transfer agency-related services to dealers and intermediaries that sell Fund shares.
The payments described in this section, which may be significant to the dealers and the financial intermediaries, may create an incentive for a dealer or financial intermediary or their representatives to recommend or sell shares of a particular Fund or share class over other mutual funds or share classes. Additionally, these payments may result in the Funds' inclusion on a sales list, including a preferred or select sales list, or in other sales programs. Please see the SAI for additional information about payments made by the Distributor and its affiliates to dealers and other financial intermediaries. Please also contact your dealer or financial intermediary for details about payments it may receive.
GENERAL INFORMATION
HOW FUND SHARES ARE PRICED
Net asset value ("NAV") is the price of one share of a Fund without a sales charge and is calculated each business day using this formula:
TOTAL MARKET VALUE OF SECURITIES + CASH AND OTHER ASSETS - LIABILITIES NET ASSET VALUE = ---------------------------------------------------------------------- NUMBER OF OUTSTANDING SHARES |
The net asset value of Fund shares is determined pursuant to policies and procedures approved by the Fund's Board of Trustees as summarized below:
. A share's net asset value is determined at the close of regular trading on the New York Stock Exchange (the "NYSE") on the days the NYSE is open for trading. This is normally 4:00 p.m. Eastern time. The Fund's shares will not be priced on the days on which the NYSE is closed for trading. In addition, a Fund's shares will not be priced on the holidays listed in the SAI. See the section "Net Asset Value" in the SAI for more details.
. The price you pay for purchasing, redeeming or exchanging a share will be based upon the net asset value next calculated (minus applicable redemption or other charges as described earlier in this Prospectus) after your order is received "in good order." /1/
. Requests received by a Fund after the NYSE closes will be processed based
upon the net asset value determined at the close of regular trading on the
next day that the NYSE is open. The price you pay for purchasing, redeeming
or exchanging a share will be based upon the net asset value next calculated
after your order is received by the transfer agent "in good order." If the
transfer agent receives the order in good order by 4:00 p.m. Eastern time,
the shareholder will receive that day's net asset value. Under limited
circumstances, the Distributor may enter into contractual agreements
pursuant to which orders received by your investment dealer before the Fund
determines its net asset value and transmitted to the Distributor prior to
9:30 a.m. on the next business day, are processed at the net asset value
determined on the day the order was received by your investment dealer.
PLEASE CONTACT YOUR INVESTMENT DEALER TO DETERMINE WHETHER IT HAS ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT. IF YOUR INVESTMENT DEALER HAS NOT ENTERED
INTO SUCH A CONTRACTUAL AGREEMENT, YOUR ORDER WILL BE PROCESSED AT THE NET
ASSET VALUE NEXT DETERMINED AFTER YOUR INVESTMENT DEALER SUBMITS THE ORDER
TO THE FUND.
. A Fund significantly invested in foreign securities may have net asset value changes on days when you cannot buy or sell its shares.
Generally, during times of substantial economic or market change, it may be difficult to place your order by phone. During these times, you may deliver your order in person to the Fund or send your order by mail as described in the sections "How to Purchase Shares" and "How to Redeem Shares."
1 PLEASE SEE THE "HOW TO PURCHASE SHARES" SECTION WHICH PROVIDES ADDITIONAL INFORMATION REGARDING WHO CAN RECEIVE A PURCHASE ORDER.
Generally, Fund securities are valued as follows:
. EQUITY SECURITIES -- market price or as provided by a pricing service if market price is unavailable.
. DEBT SECURITIES (OTHER THAN SHORT-TERM OBLIGATIONS) -- based upon pricing service valuations, which determine valuations for normal, institutional-size trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
. SHORT-TERM OBLIGATIONS (REMAINING MATURITY OF 60 DAYS OR LESS) -- amortized cost (which approximates market value).
. SECURITIES TRADED ON FOREIGN EXCHANGES -- market price on the non-U.S. exchange, unless the Fund believes that an occurrence after the close of that exchange will materially affect the security's value. In that case, the security may be fair valued at the time the Fund determines its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing securities, the Funds may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time a Fund's net asset value is calculated.
. OPTIONS -- The Funds generally value exchange traded options at the average of the closing bid and asked quotations.
. FUTURES -- unrealized gain or loss on the contract using current settlement price. When a settlement price is not used, futures contracts will be valued at their fair value as determined by or pursuant to procedures approved by the Board of Trustees.
. ALL OTHER SECURITIES -- fair market value as determined by the adviser of the Fund pursuant to procedures approved by the Board of Trustees.
As described above, if market prices are not readily available for a security, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value (which is the amount that a Fund might reasonably expect to receive from a current sale of the security in the ordinary course of business). A Fund may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the close of the NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets). Fair value pricing may require subjective determinations about the value of a security, and fair values used to determine a Fund's net asset value may differ from quoted or
published prices, or from prices that are used by others, for the same securities. In addition, the use of fair value pricing may not always result in adjustments to the prices of securities held by a Fund.
ACCESSING YOUR ACCOUNT INFORMATION
LOOMIS SAYLES FUNDS WEBSITE You can access our website at www.loomissayles.com to perform transactions (purchases, redemptions or exchanges), to review your account information, change your address, order duplicate statements or tax forms, or to obtain a prospectus, an SAI, an application or periodic reports.
LOOMIS SAYLES AUTOMATED VOICE RESPONSE SYSTEM You have access to your account 24 hours a day by calling Loomis Sayles' automated voice response system at 800-633-3330, option 1. Using this customer service option you may review your account balance and Fund prices, order duplicate statements, order duplicate tax forms, obtain distribution and performance information and obtain wiring instructions.
HOW TO PURCHASE SHARES
You can buy shares of each Fund in several ways:
THROUGH A FINANCIAL ADVISER Your financial adviser will be responsible for furnishing all necessary documents to Loomis Sayles Funds. Your financial adviser may charge you for his or her services. Your adviser must receive your request in proper form before the close of regular trading on the Exchange for you to receive that day's NAV.
THROUGH A BROKER-DEALER You may purchase shares of the Funds through a broker-dealer that has been approved by Natixis Distributors, L.P., which can be contacted at 399 Boylston Street, Boston, MA 02116. Your broker-dealer may charge you a fee for effecting such transactions. Your broker-dealer must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV.
DIRECTLY FROM THE FUND Loomis Sayles Funds must receive your purchase request in proper form before the close of regular trading on the NYSE in order for you to receive that day's NAV.
You can purchase shares directly from each Fund in several ways:
. BY MAIL You can buy shares of each Fund by submitting a completed application form, which is available online at www.loomissayles.com or by calling Loomis Sayles Funds at 800-633-3330, along with a check payable to Loomis Sayles Funds for the amount of your purchase to:
Regular Mail: Overnight Mail: Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
After your account has been established, you may send subsequent investments directly to Loomis Sayles Funds at the above addresses. Please include either the investment slip from your account statement or a letter specifying the Fund name, your account number and your name, address and telephone number.
. BY WIRE You also may wire subsequent investments by using the following wire instructions. Your bank may charge a fee for transmitting funds by wire.
State Street Bank and Trust Company
ABA No. 011000028
DDA 9904-622-9
(Your account number)
(Your name)
(Name of Fund)
. BY TELEPHONE If you established the electronic transfer privilege on your new account, you can make subsequent investments by calling Loomis Sayles Funds at 800-633-3330. If you did not establish the electronic transfer privilege on your application, you may add the privilege by obtaining an Account Options Form through your financial adviser, by calling Loomis Sayles Funds at 800-633-3330 or by visiting www.loomissayles.com.
. BY EXCHANGE You may purchase shares of a Fund by exchange of shares of another Fund by sending a signed letter of instruction to Loomis Sayles Funds, by calling Loomis Sayles Funds at 800-633-3330 or by accessing your account online at www.loomissayles.com.
. BY INTERNET If you have established a Personal Identification Number (PIN) and you have established the electronic transfer privilege, you can make subsequent investments through your online account at www.loomissayles.com. If you have not established a PIN but you have established the electronic transfer privilege from www.loomissayles.com, click on "Account Access" then click on the appropriate user type and then follow the instructions.
. THROUGH SYSTEMATIC INVESTING You can make regular investments of $50 or more per month through automatic deductions from your bank checking or savings account. If you did not establish the electronic transfer privilege on
your application, you may add the privilege by obtaining an Account Options Form through your financial adviser, by calling Loomis Sayles Funds at 800-633-3330 or by visiting www.loomissayles.com.
Each Fund sells its shares at the NAV next calculated after the Fund receives a properly completed investment order. The Fund generally must receive your properly completed order before the close of regular trading on the NYSE for your shares to be bought or sold at the Fund's NAV on that day.
Subject to the approval of the Fund, an investor may purchase Institutional Class shares of a Fund with liquid securities and other assets that are eligible for purchase by the Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's valuation policies. These transactions will be effected only if Loomis Sayles deems the security to be an appropriate investment for the Fund. Assets purchased by a Fund in such a transaction will be valued in accordance with procedures adopted by the Fund. The Funds reserve the right to amend or terminate this practice at any time.
All purchases made by check should be in U.S. dollars and made payable to Loomis Sayles Funds. The Funds will not accept checks made payable to anyone other than Loomis Sayles Funds (including third party checks) or starter checks. In addition, the Funds will not accept checks drawn on credit card accounts. When you make an investment by check or by periodic account investment, you will not be permitted to redeem that investment until the shares have been in your account for 15 days.
A Fund may periodically close to new purchases of shares or refuse any order to buy shares if the Fund determines that doing so would be in the best interests of the Fund and its shareholders. See "Restrictions on Buying, Selling and Exchanging Shares" below. Except as otherwise permitted by the Distributor, the Funds will only accept accounts from U.S. citizens with a U.S. address or resident aliens with a U.S. address and a U.S. taxpayer identification number.
Each Fund is required by federal regulations to obtain personal information from you and to use that information to verify your identity. A Fund may not be able to open your account if the requested information is not provided. EACH FUND RESERVES THE RIGHT TO REFUSE TO OPEN AN ACCOUNT, CLOSE AN ACCOUNT AND REDEEM YOUR SHARES AT THE THEN CURRENT PRICE OR TAKE OTHER SUCH STEPS THAT THE FUND DEEMS NECESSARY TO COMPLY WITH FEDERAL REGULATIONS IF YOUR IDENTITY IS NOT VERIFIED.
The following table shows the investment minimum for each class of shares of each Fund.
FUND MINIMUM INITIAL INVESTMENT ---------------------------------------------------------------------------- Loomis Sayles Bond Fund Institutional - $100,000 Retail - $2,500 Admin - No Minimum ---------------------------------------------------------------------------- Loomis Sayles Global Bond Fund Institutional - $100,000 Retail - $2,500 ---------------------------------------------------------------------------- Loomis Sayles Inflation Protected Securities Fund Institutional - $100,000 ---------------------------------------------------------------------------- |
Each Fund's shares (except Admin Class shares) may be purchased by all types of tax-deferred retirement plans. If you wish to open an individual retirement account (IRA) with a Fund, you may obtain retirement plan forms available online at www.loomissayles.com, or by calling Loomis Sayles Funds at 800-633-3330. Admin Class shares are intended primarily for qualified retirement plans held in an omnibus fashion and are not appropriate for individual investors.
Each subsequent investment must be at least $50. Loomis Sayles Funds reserves the right to waive these minimums in its sole discretion, including for certain retirement plans whose accounts are held on the books of the Funds' transfer agent in an omnibus fashion. At the discretion of Loomis, Sayles, employees and clients of Loomis, Sayles & Company, L.P., and their respective family members, may purchase shares of the funds offered through this prospectus below the stated minimums. In addition, at the discretion of Natixis Advisors, clients of Natixis Advisors may also purchase shares of the Funds below the stated minimums.
In our continuing effort to reduce your Fund's expenses and amount of mail that you receive from Loomis Sayles Funds, we will mail only a single copy of prospectuses, proxy statements and financial reports to your household. Additional copies may be obtained by calling 800-633-3330.
This program will continue in effect unless you notify us that you do not want to participate in this combined mailing program. If you wish to receive separate mailings for each Fund you own in the future, please call us at the telephone number above or mail your written request to Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 64121-9594 and we will resume separate mailings within 30 days.
SMALL ACCOUNT POLICY In order to address the relatively higher costs of servicing smaller fund positions, each Fund may assess, on an annual basis, a minimum balance fee of $20 on accounts that fall below $500. The minimum balance fee is assessed by the automatic redemption of shares in the account in an amount sufficient to pay the fee. The minimum balance fee does not apply to directly registered accounts that (i) make monthly purchases through systematic investing or (ii) are retirement accounts. If your Fund account falls below $50 the Fund may redeem your remaining shares and send the proceeds to you. Accounts associated with defined contribution plans are excepted from the minimum balance fee and liquidation.
HOW TO REDEEM SHARES
You can redeem shares of each Fund any day the NYSE is open either through your financial advisor or directly from the Fund. Shares purchased by check are redeemable, although each Fund may withhold payment until the purchase check has cleared. If you are redeeming shares that you purchased within the past 15 days by check, telephone ACH or online ACH, your redemption will be delayed until the shares have been in your account for 15 days.
Because large redemptions are likely to require liquidation by the Fund of portfolio holdings, payment for large redemptions may be delayed for up to seven days to provide for orderly liquidation of such holdings. Under unusual circumstances, the Funds may suspend redemptions or postpone payment for more than seven days. Although most redemptions are made in cash, as described in the SAI, each Fund reserves the right to redeem shares in kind. If a shareholder receives a distribution in kind, the shareholder will bear the market risk associated with the distributed securities and would incur brokerage or other charges in converting the securities to cash.
A 2% redemption fee may apply to redemptions of shares within 60 days of their acquisition. See the section "Restrictions on Buying, Selling and Exchanging Shares."
REDEMPTIONS THROUGH YOUR FINANCIAL ADVISER Your adviser must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV (less any applicable charges). Your adviser will be responsible for furnishing all necessary documents to Loomis Sayles Funds on a timely basis and may charge you for his or her services.
REDEMPTIONS THROUGH YOUR BROKER-DEALER You may redeem shares of the Funds through a broker-dealer that has been approved by Natixis, which can be contacted at 399 Boylston Street, Boston, MA 02116. Your broker-dealer may charge you a fee for effecting such transaction. Your broker-dealer must receive your request in proper form before the close of regular trading on the NYSE for you to receive that day's NAV (less any applicable charges). Your redemptions generally will be wired to your broker-dealer on the first business day after your request is received in good order.
REDEMPTIONS DIRECTLY FROM THE FUNDS Loomis Sayles Funds must receive your redemption request in proper form before the close of regular trading on the NYSE in order for you to receive that day's NAV (less any applicable charges). Your redemptions generally will be sent to you via first class mail within three business days after your request is received in good order.
You may make redemptions directly from each Fund in several ways:
. BY MAIL Send a signed letter of instruction that includes the name of the Fund, the exact name(s) in which the shares are registered, any special capacity in which you are signing (such as trustee or custodian or on behalf of a partnership, corporation, or other entity), your address, telephone number,
account number and the number of shares or dollar amount to be redeemed to the following address:
Regular Mail: Overnight Mail: Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
If you have certificates for the shares you want to sell, you must include them along with completed stock power forms.
All owners of shares must sign the written request in the exact names in which the shares are registered. The owners should indicate any special capacity in which they are signing (such as trustee or custodian or on behalf of a partnership, corporation or other entity).
. BY EXCHANGE You may sell some or all of your shares of a Fund and use the proceeds to buy shares of another Loomis Sayles Fund by sending a letter of instruction to Loomis Sayles Funds, calling Loomis Sayles Funds at 800-633-3330 or exchanging online at www.loomissayles.com.
. BY INTERNET If you have established a Personal Identification Number (PIN), and you have established the electronic transfer privilege, you can redeem shares through your online account at www.loomissayles.com. If you have not established a PIN, but you have established the electronic transfer privilege, click on "Account Access" at www.loomissayles.com, click on the appropriate user type, and then follow the instructions.
. BY TELEPHONE You may redeem shares by calling Loomis Sayles Funds at 800-633-3330. Proceeds from telephone redemption requests can be wired to your bank account, sent electronically by ACH to your bank account or sent by check in the name of the registered owner(s) to the record address. A wire fee will be deducted from your proceeds. Your bank may charge you a fee to receive the wire.
Retirement shares may not be redeemed by telephone. Please call Loomis Sayles Funds at 800-633-3330 for an IRA Distribution Form, or download the form online at www.loomissayles.com.
The telephone redemption privilege may be modified or terminated by the Funds without notice. Certain of the telephone redemption procedures may be waived for holders of Institutional Class shares.
The maximum value of shares that you may redeem by telephone or internet is $50,000. For your protection, telephone or internet redemption requests will not be permitted if Loomis Sayles Funds has been notified of an address change or bank account information change for your account within the preceding 30 days. Unless you indicate otherwise on your account application, Loomis Sayles Funds will be authorized to accept redemption and transfer instructions by telephone. If you prefer, you can decline telephone redemption and transfer privileges.
. SYSTEMATIC WITHDRAWAL PLAN If the value of your account is $25,000 or more, you can have periodic redemptions automatically paid to you or to someone you designate. Please call 800-633-3330 for more information or to set up a systematic withdrawal plan or visit www.loomissayles.com to obtain an Account Options Form.
. BY WIRE Before Loomis Sayles Funds can wire redemption proceeds to your bank account, you must provide specific wire instructions to Loomis Sayles Funds in writing. A wire fee will be deducted from the proceeds of each wire.
. BY ACH For ACH redemptions, proceeds (less any applicable redemption fee) will generally arrive at your bank within three business days.
MEDALLION SIGNATURE GUARANTEE You must have your signature guaranteed by a bank, broker-dealer, or other financial institution that can issue a medallion signature guarantee for the following types of redemptions:
. If you are redeeming shares worth more than $50,000.
. If you are requesting that the proceeds check be made out to someone other
than the registered owner(s) or sent to an address other than the address of
record.
. If the account registration or bank account information has changed within
the past 30 days.
. If you are instructing us to send the proceeds by check, wire or in some
circumstances ACH to a bank account whose owner(s) do not match the owner(s)
of the fund account.
The Funds will only accept medallion signature guarantees bearing the STAMP2000 Medallion imprint. Please note that a notary public cannot provide a medallion signature guarantee. This signature guarantee requirement may be waived by Loomis Sayles Funds in certain cases.
HOW TO EXCHANGE SHARES
You may exchange Retail Class shares of your Fund offered through this prospectus, subject to investment minimums, for Retail Class shares of any Loomis Sayles Fund that offers Retail Class shares without paying a sales charge, if any, or for Class A shares of Natixis Cash Management Trust, a money market fund that is advised by Natixis Advisors, an affiliate of Loomis Sayles. You may exchange Admin Class shares of your Fund offered through this prospectus, subject to investment minimums, for Admin Class shares of any Loomis Sayles Fund that offers Admin Class shares without paying a sales charge or for Class A shares of Natixis Cash Management Trust. You may exchange Institutional Class shares of your Fund, subject to investment minimums, for Institutional Class shares of any Loomis Sayles Fund that offers Institutional Class shares, for Class Y shares of any Natixis Fund that offers Class Y shares or for Class A shares of Natixis Cash Management Trust. All exchanges are subject to any restrictions described in the applicable Funds' prospectuses.
You may be unable to hold your shares through the same financial intermediary if you engage in certain share exchanges. You should contact your financial intermediary for further details.
The value of Fund shares that you wish to exchange must meet the investment minimum requirements of the new fund.
You may make an exchange by sending a signed letter of instruction, through your online account at www.loomissayles.com, or by telephone unless you have elected on your account application to decline telephone exchange privileges.
Please remember that an exchange may be a taxable event for federal and/or state income tax purposes, so that you may realize a gain or loss that is subject to income tax.
A 2% redemption fee may apply to exchanges of shares within 60 days of their acquisition. See the section "Restrictions on Buying, Selling and Exchanging Shares."
CONVERSION RIGHTS
In certain limited circumstances, you may convert Retail Class shares of your Fund to Institutional Class shares of the same Fund or convert Institutional Class shares of your Fund to Retail Class shares of the same Fund. The value of shares that you wish to convert must meet at least the investment minimum requirements of the new Class. The conversion from one class of shares to another will be based on the respective net asset values of the separate classes on the trade date for the conversion. You will not be charged any redemption fee or exchange fee as a result of the exchange. A conversion between share classes of the same fund is a nontaxable event to the shareholder.
You may convert Retail Class shares of your Fund to Institutional Class shares of the same Fund if you have accumulated shares with a net asset value greater than or equal to the minimum investment amount for Institutional Class shares of that same Fund. You may convert from Institutional Class shares to Retail Class shares only if the investment option or program through which you invest no longer permits the use of Institutional Class shares in that option or program or if you otherwise are no longer able to participate in Institutional Class shares. A conversion into a class of shares is subject to the purchase restrictions of such Class as described in the Fund's prospectus (see "How to Purchase Shares").
In order to convert shares, you must complete the Cross Share Exchange Form and return it to Loomis Sayles Funds at the following address:
Regular Mail: Overnight Mail: Loomis Sayles Funds Loomis Sayles Funds P.O. Box 219594 330 West 9th Street Kansas City, MO 64121-9594 Kansas City, MO 64105-1514 |
You can obtain the form by calling 800-633-3330 or by visiting the Funds' website at www.loomissayles.com. All requests for conversions (including requests for accounts traded through the National Securities Clearing Corporation) must be provided on the Cross Share Exchange Form.
RESTRICTIONS ON BUYING, SELLING AND EXCHANGING SHARES
Frequent purchases and redemptions of Fund shares by shareholders may present certain risks for other shareholders in a Fund. This includes the risk of diluting the value of Fund shares held by long-term shareholders, interfering with the efficient management of a Fund's portfolio, and increasing brokerage and administrative costs. Funds investing in securities that require special valuation processes (such as foreign securities, high yield securities, or small cap securities) may also have increased exposure to these risks. Each Fund discourages excessive, short-term trading that may be detrimental to the Fund and its shareholders. The Funds' Board of Trustees has adopted the following policies to address and discourage such trading.
The Funds reserve the right to suspend or change the terms of purchasing or exchanging shares. Each Fund and the Distributor reserve the right to reject any purchase or exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive to the management of the Fund. A shareholder whose exchange order has been rejected may still redeem their shares by submitting a redemption request as described above under "How to Redeem Shares."
LIMITS ON FREQUENT TRADING. Without limiting the right of each Fund and the Distributor to reject any purchase or exchange order, each Fund and the Distributor may (but are not obligated to) restrict purchases and exchanges for the accounts of "market timers." An account may be deemed to be one of a market timer if it makes two "round trips" in any Fund over a 90-day interval, as determined by the Fund. A "round trip" is a purchase (including a purchase by exchange) into the Fund followed by a redemption (including a redemption by exchange) of any amount out of the same Fund. The above limits are applicable whether you hold shares directly with a Fund or indirectly through a financial intermediary, such as a broker, bank, investment adviser, recordkeeper for retirement plan participants, or other third party. The preceding are not exclusive lists of activities that the Funds and the Distributor may consider to be "market timing."
Notwithstanding the above, certain financial intermediaries, such as retirement plan administrators, may monitor and restrict the frequency of purchase and redemption transactions in a manner different from that described above. The policies of these intermediaries may be more or less restrictive than the generally applicable policies described above. The Fund may choose to rely on a financial intermediary's restrictions on frequent trading in place of the Fund's own restrictions if the Fund determines, in its discretion, that the financial intermediary's restrictions provide
reasonable protection for the Fund from excessive short-term trading activity. Please contact your financial representative for additional information regarding their policies for limiting the frequent trading of Fund shares.
TRADE ACTIVITY MONITORING. Trading activity is monitored selectively on a daily basis in an effort to detect excessive short-term trading activities. If each Fund or the Distributor believes that a shareholder or financial intermediary has engaged in market timing or other excessive, short-term trading activity, it may, in its discretion, request that the shareholder or financial intermediary stop such activities or refuse to process purchases or exchanges in the accounts. In its discretion, the Fund or the Distributor may restrict or prohibit transactions by such identified shareholders or intermediaries. In making such judgments, the Funds and the Distributor seek to act in a manner that they believe is consistent with the best interests of all shareholders. The Funds and the Distributor also reserve the right to notify financial intermediaries of the shareholder's trading activity.
ACCOUNTS HELD BY FINANCIAL INTERMEDIARIES. The ability of a Fund and the Distributor to monitor trades that are placed by omnibus or other nominee accounts is more limited in those instances in which the financial intermediary maintains the record of a Fund's underlying beneficial owners. In general, each Fund and the Distributor will review trading activity at the omnibus account level. If a Fund and the Distributor detect suspicious activity, they may request and receive personal identifying information and transaction histories for some or all underlying shareholders (including plan participants) to determine whether such shareholders have engaged in market timing or other excessive, short-term trading activity. If a Fund believes that a shareholder has engaged in market timing or other excessive, short-term trading activity in violation of the Fund's policies through an omnibus account, the Fund will attempt to limit transactions by the underlying shareholder which engaged in such trading, although it may be unable to do so. The Fund may also limit or prohibit additional purchases of Fund shares by an intermediary. Investors should not assume the Fund will be able to detect or prevent all market timing or other trading practices that may disadvantage the Fund.
Certain Funds also seek to prevent excessive and disruptive trading practices through the assessment of redemption fees on shares redeemed or exchanged within a given time period. See the section "Redemption Fees" for more information.
REDEMPTION FEES (LOOMIS SAYLES BOND FUND AND LOOMIS SAYLES GLOBAL BOND FUND ONLY) Shareholders will be charged a 2% redemption fee if they redeem, including redeeming by exchange, any class shares of these Funds within 60 days of their acquisition (including acquisition by exchange). The redemption fee is intended to offset the costs to the Funds of short-term trading, such as portfolio transaction and market impact costs associated with redemption activity and administrative costs associated with processing redemptions. The redemption fee is deducted from the shareholder's redemption or exchange proceeds and is paid to the Fund, although there may be a delay between the time the fee is deducted from such proceeds and when it is paid to the Fund.
The "first-in, first-out" (FIFO) method is used to determine the holding period
of redeemed or exchange shares, which means that if you acquired shares on
different
days, the shares acquired first will be redeemed or exchanged first for
purposes of determining whether the redemption fee applies. A new holding
period begins with each purchase or exchange.
The Funds currently do not impose a redemption fee on a redemption of:
. shares acquired by reinvestment of dividends or distributions of a Fund; or
. shares held in an account of certain retirement plans or profit sharing
plans or purchased through certain intermediaries; or
. shares redeemed as part of a systematic withdrawal plan; or
. shares redeemed due to the death or disability of the shareholder; or
. shares redeemed by a Fund due to the shareholder's failure to satisfy the
Funds' minimum balance policy or in connection with the merger or
liquidation of the Fund; or
. shares redeemed to return an excess contribution in a
Natixis/Loomis-sponsored retirement plan, such as an IRA or 403(b)(7) plan,
or to effect a required minimum distribution from such a retirement plan.
. shares redeemed in participant-directed retirement plans where the
application of a redemption fee would cause a Fund, or an asset allocation
program of which the Fund is a part, to fail to be considered a "qualified
default investment alternative" under ERISA.
The redemption fee also does not apply to changes of account registration or transfers within the same Fund or to shares converted from one share class to another share class of the same Fund. In these transactions, subject to systematic limitations, the redemption fee aging period will carry over to the acquired shares, such that if the acquired shares are redeemed or exchanged before the expiration of the aging period, a redemption fee will be applied.
The Fund may modify or eliminate these waivers at any time. In addition, the Fund may modify the way the redemption fee is applied, including the amount of the redemption fee and/or the length of time shares must be held before the redemption fee is no longer applied, for certain categories of investors or for shareholders investing through financial intermediaries which apply the redemption fee in a manner different from that described above.
The ability of a Fund to assess a redemption fee on transactions by underlying shareholders who own their shares through omnibus or other accounts maintained by financial intermediaries may be limited. The Funds generally do not apply redemption fees at the omnibus account level. Instead, the Funds look to financial intermediaries to assess redemption fees on underlying shareholder accounts and remit these fees to the Funds. There are no assurances that a Fund will successfully identify all financial intermediaries or that financial intermediaries will properly assess redemption fees.
DIVIDENDS AND DISTRIBUTIONS
It is the policy of each Fund to pay its shareholders each year, as dividends, substantially all of its net investment income. Each Fund also distributes substantially all of its net capital gains realized from the sale of portfolio securities after applying any capital loss carryforwards.
Any capital gain distributions normally are made annually, but may be made more frequently as deemed advisable by the Funds and as permitted by applicable law. The trustees may change the frequency with which each Fund declares or pays dividends. The table below provides further information about each Fund's dividend policy.
FUND DIVIDEND POLICY ---------------------------------------------------------------------------------------- Loomis Sayles Bond Fund Generally, declares and pays dividends Loomis Sayles Global Bond Fund monthly ---------------------------------------------------------------------------------------- Loomis Sayles Inflation Protected Securities Fund Generally, declares and pays dividends quarterly ---------------------------------------------------------------------------------------- |
You may choose to:
. reinvest all distributions in additional shares.
. have checks sent to the address of record for the amount of distribution or
have the distribution transferred through Automated Clearing House to a bank
of your choice.
If you do not select an option when you open your account, all distributions will be reinvested.
TAX CONSEQUENCES
Except where noted, the discussion below addresses only the U.S. federal income tax consequences of an investment in a Fund and does not address any non-U.S., state, or local tax consequences.
Each Fund intends to meet all requirements under Subchapter M of the "Code" necessary to qualify for treatment as a "regulated investment company" and thus does not expect to pay any federal income tax on income and capital gains distributed to shareholders.
TAXATION OF FUND DISTRIBUTIONS. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Distributions by the Fund to retirement plans that qualify for tax-exempt treatment under federal income tax laws generally will not be taxable. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions of net capital gains (that is, the excess of net long-term capital gains over net short-term capital losses) from the sale of investments that a Fund owned for more than
one year and that are properly designated by the Fund as capital gain dividends ("Capital Gain Dividends") will be taxable as long-term capital gains. Distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. For the taxable years beginning before January 1, 2011, distributions of investment income designated by a Fund as derived from "qualified dividend income" are taxed at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. Income generated by investments in fixed income securities is not, and REIT is generally not, eligible for treatment as qualified dividend income. The Funds do not expect a significant portion of their distributions to be derived from qualified dividend income.
Distributions are taxable whether you receive them in cash or reinvest them in additional shares. If you invest right before a Fund pays a dividend, you will be getting some of your investment back as a taxable dividend. If a dividend or distribution is made shortly after you purchase shares of a Fund, while in effect a return of capital to you, the dividend or distribution is taxable. You can avoid this, if you choose, by investing after the Fund has paid a dividend. Investors in tax-advantaged retirement accounts do not need to be concerned about this.
Corporations may be able to take a dividends-received deduction for a portion of income dividends they receive.
For taxable years beginning before January 1, 2011, long-term capital gain rates applicable to individuals have been temporarily reduced - in general to 15%, with lower rates applying to taxpayers in the 10% and 15% rate brackets. For more information, see the SAI under "Distribution and Taxes."
SALE OR EXCHANGE OF FUND SHARES. Any gain resulting from the sale or exchange of your shares will generally be subject to tax. Shareholder transactions in a Fund's shares resulting in gains from selling shares held for more than one year generally are taxed at capital gain rates, while those resulting from sales of shares held for one year or less generally are taxed at ordinary income rates.
TAXATION OF CERTAIN INVESTMENTS. Each Fund's investments in foreign securities may be subject to foreign withholding or other taxes. In that case, the Fund's yield on those securities would be decreased. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes. In addition, a Fund's investments in foreign securities or foreign currencies may increase or accelerate the Fund's recognition of ordinary income and may affect the timing or amount of the Fund's distributions.
A Fund's investments in certain debt obligations, mortgage-backed securities, asset-backed securities and derivatives may cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required at times to liquidate other investments in order to satisfy its distribution requirements. In addition, a Fund may at times buy investments at a discount from the price at which they were originally issued, especially during periods of rising interest rates.
For federal income tax purposes, some or all of this market discount will be included in such Fund's ordinary income and will be taxable to shareholders as such when it is distributed.
NON-U.S. SHAREHOLDERS. Capital Gain Dividends will not be subject to
withholding. In general, dividends other than Capital Gain Dividends paid to a
shareholder that is not a "U.S. person" within the meaning of the Code (such
shareholder, a "Foreign Person") are subject to withholding of U.S. federal
income tax at a rate of 30% (or lower applicable treaty rate). However,
effective for taxable years of the Funds beginning before January 1, 2008, the
Funds generally will not be required to withhold any amounts with respect to
distributions of (i) U.S.-source interest income that would not be subject to
U.S. federal income tax if earned directly by an individual Foreign Person, and
(ii) net short-term capital gains in excess of net long-term capital losses, in
each case to the extent such distributions are properly designated by the
Funds. The Funds do not intend to make such designations. Pending legislation
would extend the exemption from withholding for interest-related distributions
and short-term capital gain distributions for one year. At the time of this
filing, it is unclear whether the legislation will be enacted.
BACKUP WITHHOLDING. Each Fund is also required in certain circumstances to apply backup withholding on taxable dividends, redemption proceeds and certain other payments that are paid to any shareholder (including a shareholder who is neither a citizen nor a resident of the U.S.) who does not furnish the Funds certain information and certifications or who is otherwise subject to backup withholding. The backup withholding tax rate is 28% for amounts paid on or before December 31, 2010 and will be 31% for amounts paid after December 31, 2010. Backup withholding will not, however, be applied to payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor residents of the United States.
You should consult your tax adviser for more information on your own tax situation, including possible federal, state or local taxes.
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand each Fund's financial performance for the last five years (or, if shorter, the period of the Fund's operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the return that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with each Fund's financial statements, is included in the Funds' annual report to shareholders. The annual report is incorporated by reference into the SAI, both of which are available free of charge upon request from the Distributor.
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------ ---------------------------- Net asset Total Dividends Distributions value, Net Net realized from from from net beginning investment and unrealized investment net investment realized of the period income(C) gain (loss) operations income capital gains ----------------------------------------------------------------------------------------- BOND FUND INSTITUTIONAL CLASS 9/30/2007 $14.13 $0.83 $0.58 $1.41 $(0.83) $-- 9/30/2006 13.81 0.72 0.47 1.19 (0.87) -- 9/30/2005 13.46 0.67 0.57 1.24 (0.89) -- 9/30/2004 12.66 0.72 0.82 1.54 (0.74) -- 9/30/2003 10.33 0.78 2.34 3.12 (0.79) -- RETAIL CLASS 9/30/2007 $14.10 $0.79 $0.57 $1.36 $(0.79) $-- 9/30/2006 13.78 0.69 0.47 1.16 (0.84) -- 9/30/2005 13.44 0.64 0.57 1.21 (0.87) -- 9/30/2004 12.65 0.69 0.82 1.51 (0.72) -- 9/30/2003 10.33 0.75 2.34 3.09 (0.77) -- ADMIN CLASS 9/30/2007 $14.07 $0.75 $0.58 $1.33 $(0.76) $-- 9/30/2006 13.75 0.65 0.48 1.13 (0.81) -- 9/30/2005 13.42 0.60 0.56 1.16 (0.83) -- 9/30/2004 12.64 0.65 0.82 1.47 (0.69) -- 9/30/2003 10.32 0.72 2.34 3.06 (0.74) -- |
(A) TOTAL RETURNS WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REDUCED ITS ADVISORY FEES AND/OR BORNE OTHER OPERATING EXPENSES, IF APPLICABLE. PERIODS LESS THAN ONE YEAR, IF APPLICABLE, ARE NOT ANNUALIZED. (B) THE ADVISER HAS AGREED TO REDUCE/REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE PERIOD. WITHOUT THIS REDUCTION/REIMBURSEMENT, IF ANY, THE FUND'S RATIO OF OPERATING EXPENSES WOULD HAVE BEEN HIGHER. (C) PER SHARE NET INVESTMENT INCOME (LOSS) HAS BEEN DETERMINED ON THE BASIS OF THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. (D) AMOUNT ROUNDS TO LESS THAN $0.01 PER SHARE, IF APPLICABLE. (E) INCLUDES EXPENSE RECAPTURE OF 0.02%. (F) EFFECTIVE JULY 1, 2007, THE FUND DECREASED ITS NET EXPENSE LIMITATIONS TO 0.70%, 0.95% AND 1.20%, FROM 0.75%, 1.00% AND 1.25% FOR THE INSTITUTIONAL CLASS, RETAIL CLASS AND ADMIN CLASS, RESPECTIVELY. (G) INCLUDES EXPENSE RECAPTURE OF 0.00%.
Ratios to Average Net Assets ----------------------------------- Net asset Net assets, Net value, end of investment Portfolio Total Redemption end of Total the period Net Gross income turnover distributions fees(D) the period return%(A) (000's) expenses%(B) expenses% (loss)% rate% -------------------------------------------------------------------------------------------------------- $(0.83) $0.00 $14.71 10.3 $7,716,061 0.67(F) 0.67 5.75 20 (0.87) 0.00 14.13 9.0 4,742,622 0.75(E) 0.75(E) 5.20 26 (0.89) 0.00 13.81 9.5 3,303,997 0.75 0.79 4.91 22 (0.74) 0.00 13.46 12.5 2,365,199 0.75 0.79 5.48 42 (0.79) -- 12.66 30.9 1,730,165 0.75 0.78 6.64 35 $(0.79) $0.00 $14.67 9.9 $6,432,333 0.97(F) 0.97 5.49 20 (0.84) 0.00 14.10 8.8 2,232,632 1.00 1.01 4.99 26 (0.87) 0.00 13.78 9.2 707,394 1.00 1.05 4.64 22 (0.72) 0.00 13.44 12.2 275,349 1.00 1.04 5.24 42 (0.77) -- 12.65 30.6 143,932 1.00 1.07 6.35 35 $(0.76) $0.00 $14.64 9.7 $ 193,850 1.23(F)(G) 1.23(G) 5.20 20 (0.81) 0.00 14.07 8.5 106,941 1.25 1.29 4.71 26 (0.83) 0.00 13.75 8.9 64,263 1.25 1.31 4.39 22 (0.69) 0.00 13.42 11.9 27,299 1.25 1.29 4.99 42 (0.74) -- 12.64 30.4 12,061 1.25 1.40 6.13 35 |
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------ --------------------------- Net asset Total Dividends Distributions value, Net Net realized from from from net beginning investment and unrealized investment net investment realized of the period income/(c)/ gain (loss) operations income capital gains ------------------------------------------------------------------------------------------ GLOBAL BOND FUND INSTITUTIONAL CLASS 9/30/2007 $15.43 $0.60 $0.70 $1.30 $(0.90) $ -- 9/30/2006 15.57 0.48 0.16 0.64 (0.70) (0.08) 9/30/2005 15.59 0.44 0.05 0.49 (0.46) (0.05) 9/30/2004 14.93 0.48 0.78 1.26 (0.60) -- 9/30/2003 12.68 0.62 2.25 2.87 (0.62) -- RETAIL CLASS 9/30/2007 $15.29 $0.54 $0.70 $1.24 $(0.82) $ -- 9/30/2006 15.43 0.44 0.15 0.59 (0.65) (0.08) 9/30/2005 15.46 0.40 0.05 0.45 (0.43) (0.05) 9/30/2004 14.83 0.43 0.79 1.22 (0.59) -- 9/30/2003 12.62 0.58 2.24 2.82 (0.61) -- |
(A) TOTAL RETURNS WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REDUCED ITS ADVISORY FEES AND/OR BORNE OTHER OPERATING EXPENSES, IF APPLICABLE. PERIODS LESS THAN ONE YEAR, IF APPLICABLE, ARE NOT ANNUALIZED. (B) THE ADVISER HAS AGREED TO REDUCE/REIMBURSE A PORTION OF THE FUND'S EXPENSE DURING THE PERIOD. WITHOUT THIS REDUCTION/REIMBURSEMENT, IF ANY, THE FUND'S RATIO OF EXPENSES WOULD HAVE BEEN HIGHER. (C) PER SHARE NET INVESTMENT INCOME (LOSS) HAS BEEN DETERMINED ON THE BASIS OF THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. (D) AMOUNT ROUNDS TO LESS THAN $0.01 PER SHARE, IF APPLICABLE. (E) INCLUDES EXPENSE RECAPTURE OF 0.03%.
Ratios to Average Net Assets --------------------------------- Net asset Net assets, Net value, end of investment Portfolio Total Redemption end of Total the period Net Gross income turnover distributions fees(D) the period return%(A) (000's) expenses%(B) expenses% (loss)% rate% ------------------------------------------------------------------------------------------------------ $(0.90) $0.00 $15.83 8.7 $996,046 0.68 0.68 3.84 95 (0.78) 0.00 15.43 4.3 643,991 0.74(E) 0.74(E) 3.21 77 (0.51) 0.00 15.57 3.1 553,704 0.75 0.80 2.75 63 (0.60) 0.00 15.59 8.6 287,830 0.80 0.85 3.15 61 (0.62) -- 14.93 23.4 83,325 0.90 0.94 4.50 107 $(0.82) $0.00 $15.71 8.4 $874,575 1.00 1.04 3.53 95 (0.73) 0.00 15.29 4.0 540,697 1.00 1.09 2.93 77 (0.48) 0.00 15.43 2.8 699,498 1.00 1.09 2.57 63 (0.59) 0.00 15.46 8.4 413,652 1.04 1.10 2.88 61 (0.61) -- 14.83 23.1 55,487 1.15 1.21 4.13 107 |
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period.
Income (Loss) from Investment Operations Less Distributions ------------------------------------ --------------------------- Net asset Total Dividends Distributions value, Net Net realized from from from net beginning investment and unrealized investment net investment realized of the period income(C) gain (loss) operations income capital gains ----------------------------------------------------------------------------------------- INFLATION PROTECTED SECURITIES FUND INSTITUTIONAL CLASS 9/30/2007 $10.30 $0.47 $ 0.03 $0.50 $(0.49) $ -- 9/30/2006 10.84 0.52 (0.38) 0.14 (0.63) (0.05) 9/30/2005 11.02 0.42 (0.08) 0.34 (0.52) -- 9/30/2004 11.60 0.37 (0.12) 0.25 (0.54) (0.29) 9/30/2003 11.94 0.43 0.05 0.48 (0.53) (0.29) |
(A) TOTAL RETURNS WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REDUCED ITS ADVISORY FEES AND/OR BORNE OTHER OPERATING EXPENSES, IF APPLICABLE. PERIODS LESS THAN ONE YEAR , IF APPLICABLE, ARE NOT ANNUALIZED. (B) THE ADVISER HAS AGREED TO REDUCE/REIMBURSE A PORTION OF THE FUND'S EXPENSE DURING THE PERIOD. WITHOUT THIS REDUCTION/REIMBURSEMENT THE FUND'S RATIO OF EXPENSES WOULD HAVE BEEN HIGHER. (C) PER SHARE NET INVESTMENT INCOME (LOSS) HAS BEEN DETERMINED ON THE BASIS OF THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD. (D) EFFECTIVE JULY 1, 2005, THE FUND DECREASED ITS NET EXPENSE LIMITATION TO 0.45% FROM 0.50%.
Ratios to Average Net Assets --------------------------------- Net asset Net assets, Net value, end of investment Portfolio Total Redemption end of Total the period Net Gross income turnover distributions fees the period return%(A) (000's) expenses%(B) expenses% (loss)% rate% ------------------------------------------------------------------------------------------------------ $(0.49) $-- $10.31 5.1 $13,468 0.40 1.28 4.60 26 (0.68) -- 10.30 1.5 9,053 0.40 1.69 4.96 41 (0.52) -- 10.84 3.1 9,298 0.49(D) 1.54 3.81 141 (0.83) -- 11.02 2.3 7,390 0.50 1.73 3.33 99 (0.82) -- 11.60 4.3 9,549 0.50 1.28 3.68 60 |
IF YOU WOULD LIKE MORE INFORMATION ABOUT THE FUNDS, THE FOLLOWING DOCUMENTS ARE AVAILABLE FREE UPON REQUEST:
ANNUAL AND SEMIANNUAL REPORTS - Provide additional information about each Fund's investments. Each report includes a discussion of the market conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI) - Provides more detailed information about the Funds and their investment limitations and policies. The SAI has been filed with the SEC and is incorporated into this Prospectus by reference.
To order a free copy of the Funds' annual or semiannual reports or their SAIs, or to make shareholder inquiries generally, contact your financial representative, or Loomis Sayles at 800-633-3330. The Funds' annual and semiannual reports and SAI are available on the Funds' website at www.loomissayles.com.
Information about the Funds, including their reports and SAIs, can be reviewed and copied at the Public Reference Room of the SEC in Washington, D.C. Text-only copies of the Funds' reports and SAIs are available free from the EDGAR Database on the SEC's Internet site at: www.sec.gov. Copies of this information may also be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090.
PORTFOLIO HOLDINGS A description of the Funds' policies and procedures with respect to the disclosure of each Fund's portfolio securities is available in the Funds' SAI.
NATIXIS DISTRIBUTORS, L.P. ("NATIXIS DISTRIBUTORS"), AN AFFILIATE OF LOOMIS SAYLES, AND OTHER FIRMS SELLING SHARES OF LOOMIS SAYLES FUNDS ARE MEMBERS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA"). AS A SERVICE TO INVESTORS, FINRA HAS ASKED THAT WE INFORM YOU OF THE AVAILABILITY OF A BROCHURE ON ITS PUBLIC DISCLOSURE PROGRAM. THE PROGRAM PROVIDES ACCESS TO INFORMATION ABOUT SECURITIES FIRMS AND THEIR REPRESENTATIVES. INVESTORS MAY OBTAIN A COPY BY CONTACTING FINRA AT 800-289-9999 OR BY VISITING ITS WEBSITE AT WWW.FINRA.COM.
NATIXIS DISTRIBUTORS DISTRIBUTES THE NATIXIS FUNDS AND LOOMIS SAYLES FUNDS. IF YOU HAVE A COMPLAINT CONCERNING NATIXIS DISTRIBUTORS OR ANY OF ITS REPRESENTATIVES OR ASSOCIATED PERSONS, PLEASE DIRECT IT TO NATIXIS DISTRIBUTORS, L.P., ATTN: DIRECTOR OF COMPLIANCE, 399 BOYLSTON STREET, BOSTON, MA 02116 OR CALL US AT (617) 449-2828.
[LOGO]
Loomis Sayles Funds
P.O. Box 219594
Kansas City, MO 61421-9594
800-633-3330
www.loomissayles.com
Loomis Sayles Funds I
File No. 811-08282 M-LSFI51-0208
[LOGO OF LOOMIS SAYLES]
STATEMENT OF ADDITIONAL INFORMATION
February 1, 2008
LOOMIS SAYLES FUNDS I
. Loomis Sayles Fixed Income Fund
. Loomis Sayles Institutional High Income Fund
. Loomis Sayles Intermediate Duration Fixed Income Fund
. Loomis Sayles Investment Grade Fixed Income Fund
This Statement of Additional Information (the "Statement") contains information which may be useful to investors but which is not included in the Prospectus of the series of Loomis Sayles Funds I listed above (collectively the "Funds," with each series being known as a "Fund"). This Statement is not a prospectus and is authorized for distribution only when accompanied or preceded by the Loomis Sayles Institutional Funds Prospectus dated February 1, 2008, as from time to time revised or supplemented (the "Prospectus"). Investors may obtain the Prospectus without charge from Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 61421-9594, by calling Loomis Sayles Funds at 800-633-3330 or by visiting the Funds' website at www.loomissayles.com.
The Funds' financial statements and accompanying notes that appear in the Funds' annual reports are incorporated by reference into this Statement. Each Fund's annual and semiannual report contains additional performance information and is available upon request and without charge by calling 800-633-3330 or by visiting the Funds' website at www.loomissayles.com.
TABLE OF CONTENTS
THE TRUST.................................................................. 3 INVESTMENT STRATEGIES AND RISKS............................................ 3 TEMPORARY DEFENSIVE STRATEGIES............................................. 24 PORTFOLIO TURNOVER......................................................... 24 PORTFOLIO HOLDINGS......................................................... 25 MANAGEMENT OF THE TRUST.................................................... 26 PRINCIPAL HOLDERS.......................................................... 35 INVESTMENT ADVISORY AND OTHER SERVICES..................................... 40 PORTFOLIO MANAGEMENT INFORMATION........................................... 46 PORTFOLIO TRANSACTIONS AND BROKERAGE....................................... 49 DESCRIPTION OF THE TRUST................................................... 53 HOW TO BUY SHARES.......................................................... 54 REDEMPTIONS................................................................ 54 SHAREHOLDER SERVICES....................................................... 56 NET ASSET VALUE............................................................ 57 TAXES...................................................................... 58 PERFORMANCE INFORMATION.................................................... 64 FINANCIAL STATEMENTS....................................................... 65 APPENDIX A 66 |
THE TRUST
Loomis Sayles Funds (the "Trust") is registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company and is organized as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust (a "Declaration of Trust") dated December 23, 1993, as amended and restated on June 22, 2005, and is a "series" company as described in Section 18(f)(2) of the Investment Company Act of 1940, as amended (the "1940 Act"). Prior to July 1, 2003, Loomis Sayles Funds I was named "Loomis Sayles Investment Trust." The Trust offers a total of ten series.
The Loomis Sayles Fixed Income Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on January 17, 1995. The Loomis Sayles Institutional High Income Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on June 5, 1996. The Loomis Sayles Intermediate Duration Fixed Income Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on January 28, 1998. The Loomis Sayles Investment Grade Fixed Income Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on July 1, 1994.
INVESTMENT STRATEGIES AND RISKS
The investment policies of each Fund set forth in its Prospectus and in this Statement may be changed by the Trust's Board of Trustees without shareholder approval, except that (1) the investment objective of each Fund as set forth in its Prospectus and (2) any policy of the Funds explicitly identified as "fundamental" may not be changed without the approval of the holders of a majority of the outstanding shares of the relevant Fund (which in the Prospectus and this Statement means the lesser of (i) 67% of the shares of that Fund present at a meeting at which more than 50% of the Fund's outstanding shares are present or represented by proxy or (ii) more than 50% of the Fund's outstanding shares). The percentage limitations set forth below and in the Prospectus will apply at the time a security is purchased and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such purchase.
Investment Restrictions
In addition to the investment objective and set in the Prospectus, the following investment restrictions are policies of each of the Funds marked with an asterisk are fundamental policies.
Each Fund will not:
*(1) Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(2) Invest in oil, gas, or other mineral leases, rights, or royalty contracts, or in real estate, commodities, or commodity contracts. (This restriction does not prevent any Fund from engaging in transactions in futures contracts relating to securities indices, interest rates, or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(3) Make loans, except to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which a Fund may invest consistent with its investment policies is considered the making of a loan.)
*(4) Change its classification pursuant to Section 5(b) of the 1940 Act from a "diversified" to "non-diversified" management investment company.
*(5) Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water, and telephone companies will be considered as being in separate industries).
*(6) Borrow money in excess of 10% of its assets (taken at cost) or 5% of its assets (taken at current value), whichever is lower, nor borrow any money except as a temporary measure for extraordinary or emergency purposes; however, the Fund's use of reverse repurchase agreements and "dollar roll" arrangements shall not constitute borrowing by the Fund for purposes of this restriction.
(7) Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
*(8) Issue senior securities other than any borrowing permitted by restriction (6) above. (For the purposes of this restriction, none of the following is deemed to be a senior security: any pledge, mortgage, hypothecation, or other encumbrance of assets; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of or entry into options, forward contracts, futures contracts, options on futures contracts, swap contracts, or any other derivative investments to the extent that Loomis, Sayles & Company, L.P. ("Loomis Sayles") determines that the Fund is not required to treat such investments as senior securities pursuant to the pronouncements of the SEC)
The Funds intend, based on the views of the SEC, to restrict their investments, if any, in repurchase agreements maturing in more than seven days, together with other investments in illiquid securities, to the percentage permitted by restriction (7) above.
Although authorized to invest in restricted securities, the Funds, as a matter of non-fundamental operating policy, currently do not intend to invest in such securities, except Rule 144A securities.
For purposes of the foregoing restrictions, the Funds do not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract;, nor, consistent with the position of the SEC, do the Funds consider such swap contracts to involve the issuance of a senior security, provided the relevant Fund segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
Some Funds have other non-fundamental investment parameters, as listed below. It is a non-fundamental policy that the investment parameters listed below not be changed without providing 60 days' notice to shareholders of the relevant Fund in accordance with Rule 35d-1 under the 1940 Act.
Loomis Sayles Fixed Income Fund
The Fund normally will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities.
Loomis Sayles Intermediate Duration Fixed Income Fund
The Fund will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in investment grade fixed-income securities.
Loomis Sayles Investment Grade Fixed Income Fund
The Fund normally will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in investment grade fixed-income securities.
Investment Strategies
The following is a list of investment strategies, including particular types of securities or instruments or specific practices, that may be used by Loomis Sayles in managing the Funds. Each Fund's principal strategies are detailed in the Prospectus. This Statement describes
some of the non-principal strategies the Funds may use, in addition to providing additional information about their principal strategies. The list under each category below is not intended to be an exclusive list of securities, instruments and practices for investment. Unless a strategy, practice or security is specifically prohibited by the investment restrictions listed in the Prospectus, under "Investment Restrictions" or under applicable law, each Fund may engage in each of the strategies and invest in each security and instrument listed below. Loomis Sayles may invest in a general category listed below and, where applicable, with particular emphasis on a certain type of security, but investment is not limited to the categories listed below or the securities specially enumerated under each category.
Loomis Sayles may invest in a general category listed below and where applicable with particular emphasis on a certain type of security, but investment is not limited to the categories listed below or the securities specifically enumerated under each category. Loomis Sayles may invest in any security that falls under the specific category including securities that are not listed below. The Prospectus or this Statement will be updated if a Fund begins to engage in investment practices that are not described in a Prospectus or this Statement.
Fund Securities Practices ---- ---------- --------- Fixed Income Fund Debt Securities Investment Grade Bonds, Temporary Defensive Strategies Corporate Securities, Convertible Repurchase Agreements Securities, U.S. Government Securities, Swap Contracts Lower Quality Debt Securities, Preferred Illiquid Securities Stock, Zero Coupon Securities, Rule Futures Contracts 144A Securities, Mortgage-Backed Options Securities, Stripped Securities, Asset- Backed Securities, Real Estate Investment Trusts, When-Issued Securities, Commercial Paper Collateralized Mortgage Obligations, Mortgage-Related Securities (including Dollar Rolls, Structured Notes, Inflation-Linked Bonds) Equity Securities (Investment Companies) Foreign Securities (Emerging Markets, Currency Transactions, Supranational Entities) |
Fund Securities Practices ---- ---------- --------- Institutional High Debt Securities Lower Quality Debt Temporary Defensive Strategies Income Fund Securities, Corporate Securities, Repurchase Agreements Convertible Securities, U.S. Government Swap Contracts Securities, Zero-Coupon Securities, Rule Illiquid Securities 144A Securities, Securities, Stripped Futures Contracts Mortgage-Backed Securities, Asset- Options Backed Securities, Real Estate Investment Trusts, When-Issued Securities, Commercial Paper Collateralized Mortgage Obligations, Mortgage-Related Securities (including Dollar Rolls-, Structured Notes, Inflation-Linked Bonds) Equity Securities (Investment Companies) Foreign Securities (Emerging Markets, Currency Transactions, Supranational Entities) Intermediate Debt Securities Investment Grade Bonds, Temporary Defensive Strategies Duration Fixed Corporate Bonds, Convertible Securities, Futures Contracts Income Fund U.S. Government Securities, Zero- Options Coupon Securities, Rule 144A Securities, Swap Contracts Mortgage-Backed Securities, Asset- Backed Securities, Real Estate Investment Trusts, When-Issued Securities, Mortgage- Related Securities (including dollar rolls, Structured Notes, Stripped Securities, Inflation- Linked Bonds) Equity Securities (Investment Companies) Foreign Securities (Emerging Markets, Supranational Entities Currency Transactions) Investment Grade Debt Securities Investment Grade Bonds, Temporary Defensive Strategies Fixed Income Fund Corporate Bonds, U.S. Government Futures Contracts Securities, Lower Quality Debt Securities, Options Zero Coupon Securities, Rule 144A Swap Contracts Securities, Mortgage-Backed Securities, Stripped Securities, Real Estate Investment Trusts, When-Issued Securities, Collateralized Mortgage Obligations, Mortgage Related Securities (including dollar rolls, Structured Notes, Inflation Linked Bonds) Equity Securities (Investment Companies) Foreign Securities (Emerging Markets, Supranational Entities, Currency Transactions) |
Adjustable Rate Mortgage Security ("ARM")
An ARM, like a traditional mortgage security, is an interest in a pool of mortgage loans that provides investors with payments consisting of both principal and interest, as mortgage loans in the underlying mortgage pool are paid off by the borrowers. ARMs have interest rates that are reset at periodic intervals, usually by reference to some interest rate index or market interest rate. Although the rate adjustment feature may act as a buffer to reduce sharp changes in the value of adjustable rate securities, these securities are still subject to changes in value based on changes in market interest rates or changes in the issuer's creditworthiness. Because the interest rates are reset only periodically, changes in the interest rate on ARMs may lag behind changes in prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors that limit the maximum change in interest rate during a specified period or over the life of the security. As a result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates during certain periods. Because of the resetting of interest rates, ARMs are less likely than non-adjustable rate securities of comparable quality and maturity to increase significantly in value when market interest rates fall.
Asset-Backed Securities
Through the use of trusts and special purpose corporations, automobile or credit card receivables may be securitized in pass-through structures similar to mortgage pass-through structures or in a pass-through structure similar to the collateralized mortgage obligation structure described below. Generally, the issuers of asset-backed bonds, notes, or pass-through certificates are special purpose entities and do not have any significant assets other than the receivables securing such obligations. In general, the collateral supporting asset-backed securities is of shorter maturity than mortgage loans. Instruments backed by pools of receivables are similar to mortgage-backed securities in that they are subject to unscheduled prepayments of principal prior to maturity. When the obligations are prepaid, a Fund ordinarily will reinvest the prepaid amounts in securities the yields of which reflect interest rates prevailing at the time. Therefore, a Fund's ability to maintain a portfolio that includes high-yielding asset-backed securities will be adversely affected to the extent that prepayments of principal must be reinvested in securities that have lower yields than the prepaid obligations. Moreover, prepayments of securities purchased at a premium could result in a realized loss.
Collateralized Mortgage Obligations
A collateralized mortgage obligation ("CMO") is a security backed by a portfolio of mortgages or mortgage-backed securities held under an indenture. CMOs may be issued either by U.S. Government instrumentalities or by non-governmental entities. The issuer's obligation to make interest and principal payments is secured by the underlying portfolio of mortgages or mortgage-backed securities. CMOs are issued with a number of classes or series which have different maturities and which may represent interests in some or all of the interest or principal on the underlying collateral or a combination thereof. CMOs of different classes are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. In the event of sufficient early prepayments on such mortgages, the class or series of CMOs first to mature generally will be retired prior to its maturity. As with other mortgage-backed securities, if a particular class or series of CMOs held by a Fund is retired early, the Fund would lose any premium it paid when it acquired the investment, and the Fund might have to reinvest the proceeds at a lower interest rate than the retired CMO paid. Because of the early retirement feature, CMOs may be more volatile than many other fixed-income investments. CMOs and other asset-backed securities and mortgage-backed securities may be considered derivative securities. CMOs involve risks similar to those described under "Mortgage-Related Securities" below.
Common Stocks and Other Equity Securities
Common stocks, preferred stocks, warrants, securities convertible into common or preferred stocks and similar securities, together called "equity securities," are generally volatile and more risky than some other forms of investment. Equity securities of companies with relatively small market capitalizations may be more volatile than the securities of larger, more established companies and than the broad equity market indices generally. Common stocks and other equity securities may take the form of stock in corporations, partnership interests, interests in limited liability companies and other direct or indirect interests in business organizations.
Convertible Securities
Convertible securities include corporate bonds, notes, or preferred stocks of U.S. or foreign issuers that can be converted into (that is, exchanged for) common stocks or other equity securities at a stated price or rate. Convertible securities also include other securities, such as warrants, that provide an opportunity for equity participation. Since convertible securities may be converted into equity securities, their value will normally be directly correlated with the value of the underlying equity securities. Due to the conversion feature, convertible securities generally yield less than nonconvertible fixed income securities of similar credit quality and maturity. A Fund's investment in convertible securities may at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock at a specified date and conversion ratio, or that are convertible at the option of the issuer. When conversion is not at the option of the holder, the Fund may be required to convert the security into the underlying common stock even at times when the value of the underlying common stock has declined substantially. Many convertible securities are relatively illiquid.
Depositary Receipts
Some Funds may invest in foreign equity securities by purchasing "depositary receipts." Depositary receipts are instruments issued by banks that represent an interest in equity securities held by arrangement with the bank. Depositary receipts can be either "sponsored" or "unsponsored." Sponsored depositary receipts are issued by banks in cooperation with the issuer of the underlying equity securities. Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity securities and, therefore, less information about the issuer of the underlying equity securities may be available and the price may be more volatile than sponsored depositary receipts. American Depositary Receipts ("ADRs") are depositary receipts that are bought and sold in the United States and are typically issued by a U.S. bank or trust company and evidence ownership of underlying securities by a foreign corporation. European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs") are depositary receipts that are typically issued by foreign banks or trust companies and evidence ownership of underlying securities issued by either a foreign or U.S corporation. All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency exchange risk.
The effect of changes in the dollar value of a foreign currency on the dollar value of a Fund's assets and on the net investment income available for distribution may be favorable or unfavorable. A Fund may incur costs in connection with conversions between various currencies. In addition, a Fund may be required to liquidate portfolio assets, or may incur increased currency conversion costs, to compensate for a decline in the dollar value of a foreign currency occurring between the time when the Fund declares and pays a dividend, or between the time when the Fund accrues and pays an operating expense in U.S. dollars.
Because the Funds may invest in ADRs, changes in foreign economies and political climates are most likely to affect the Funds than a mutual fund that invests exclusively in U.S. companies. There may also be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information. If a Fund's portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on the Fund than a fund that is not over-weighted in that region.
Emerging Markets
Investments in foreign securities may include investments in emerging or developing countries, whose economies or securities markets are not highly developed. Special considerations associated with these investments (in addition to the considerations regarding foreign investments generally) include, among others, greater political uncertainties, an economy's dependence on revenues from particular commodities or on international aid or development assistance, currency transfer restrictions, very limited numbers of potential buyers for such securities, less developed custodial and deposit systems and delays and disruptions in securities settlement procedures.
In determining whether to invest in securities of foreign issuers, the adviser of a Fund may consider the likely effects of foreign taxes on the net yield available to the Fund and its shareholders. Compliance with foreign tax laws may reduce a Fund's net income available for distribution to shareholders.
Fixed Income Securities
Fixed income securities pay a specified rate of interest or dividends, or a rate that is adjusted periodically by reference to some specified index or market rate. Fixed income securities include securities issued by federal, state, local, and foreign governments and related agencies, and by a wide range of private or corporate issuers. Fixed income securities include, among others, bonds, debentures, notes, bills, and commercial paper. Since interest rates vary, it is impossible to predict the income of a Fund for any particular period. In addition, the prices of fixed-income securities generally vary inversely with changes in interest rates. Prices of debt securities may also be affected by items related to a particular issue or to the debt markets generally. The net asset value of a Fund's shares will vary as a result of changes in the value of the securities in the Fund's portfolio.
Investment Grade Fixed Income Securities To be considered investment grade quality, at least one of the three major rating agencies (Fitch Investor Services, Inc. ("Fitch"), Moody's Investor Services, Inc ("Moody's"),or Standard & Poor's Ratings Services ("S & P")) must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Lower Quality Fixed Income Securities Lower quality fixed income securities (commonly referred to as "junk bonds") are below investment grade quality. To be considered below investment grade quality, none of the three major rating agencies must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Lower quality fixed income securities are subject to greater credit risk and market risk than higher quality fixed income securities. Lower quality fixed income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments. If a Fund invests in lower quality fixed income securities, a Fund's achievement of its objective may be more dependent on Loomis Sayles' own credit analysis than is the case with funds that invest in higher quality fixed income securities. The market for lower quality fixed income securities may be more severely affected than some other financial markets by economic recession or substantial interest rate increases, by changing public perceptions of this market, or by legislation that limits the ability of certain categories of financial institutions to invest in these securities. In addition, the secondary market may be less liquid for lower quality fixed income securities. This lack of liquidity at certain times may affect the values of these securities and may make the evaluation and sale of these securities more difficult. Lower quality fixed income securities may be in poor standing or in default and typically have speculative characteristics.
For more information about the ratings services' descriptions of the various rating categories, see Appendix A. A Fund may continue to hold fixed income securities that are downgraded in quality subsequent to their purchase if Loomis Sayles believes it would be advantageous to do so.
Foreign Currency Transactions
Investment in securities of foreign issuers will usually involve investment in securities of supranational entities and may involve currencies of foreign countries. In addition, a Fund may temporarily hold funds in bank deposits in foreign currencies during the course of investment programs. As such, the value of the assets of a Fund, as measured in U.S. dollars, may be affected by changes in currency exchange rates and exchange control regulations, and a Fund may incur costs in connection with conversion between various currencies.
If conditions warrant, a Fund may enter into private contracts to purchase or sell foreign currencies at a future date ("forward contracts"). A Fund may enter into forward contracts under two circumstances. First, when a Fund enters into a contract for the purchase or sale of a security denominated or traded in a market in which settlement is made in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying transactions, the Fund will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the investment is purchased or sold and the date on which payment is made or received.
Second, when Loomis Sayles believes that the currency of a particular country may suffer a substantial decline against another currency, it may enter into a forward contract to sell, for a fixed amount of another currency, the amount of the first currency approximating the value of some or all of the Fund's portfolio investments denominated in the first currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in a currency will change as a consequence of market movements in the value of those investments between the date the forward contract is entered into and the date it matures.
A Fund generally will not enter into a forward contract with a term of greater than one year.
Each Fund might also purchase exchange-listed and over-the-counter call and put options on foreign currencies. Over-the-counter currency options are generally less liquid than exchange-listed options and will be treated as illiquid assets. Options on foreign currencies are similar to forward contracts, except that one party to the option (the holder) is not contractually bound to buy or sell the specified currency. Instead, the holder has discretion whether to "exercise" the option (and thereby require the other party to buy or sell the currency) on the terms specified in the option. Options transactions involve transaction costs and, like forward contract transactions, involve the risk that the other party may default on its obligations if the options are not traded on an established exchange. Options transactions also involve the risk that expected movements in the relative value of currencies may not occur, resulting in an imperfect hedge or a loss to the Fund.
Each Fund, in conjunction with its transactions in forward contracts, options, and futures, will maintain in a segregated account with its custodian liquid assets with a value, marked to market on a daily basis, sufficient to satisfy the Fund's outstanding obligations under such contracts, options and futures.
Foreign Currency Exchange Transactions
Some Funds may engage in foreign currency exchange transactions. To protect
against a change in the foreign currency exchange rate between the date on
which a Fund contracts to purchase or sell a security and the settlement date
for the purchase or sale, to gain exposure to foreign securities or to "lock
in" the equivalent of a dividend or interest payment in another currency, a
Fund might purchase or sell a foreign currency on a spot (i.e., cash) basis at
the prevailing spot rate. If conditions warrant, a Fund may also enter into
contracts with banks or broker-dealers to purchase or sell foreign currencies
at a future date. Such forward contracts may be entered into on a
non-deliverable basis, which means that the parties settle the contract through
a payment of cash in an amount equal to the net obligations under the contract
rather than by delivery of the foreign currency against payment of an
agreed-upon price. The Fund will maintain cash or other liquid assets eligible
for purchase by the Fund in a segregated account with the custodian in an
amount at least equal to the lesser of (i) the difference between the current
value of the Fund's liquid holdings that settle in the relevant currency and
the Fund's outstanding obligations under currency forward contracts, or
(ii) the current amount, if any, that would be required to be paid to enter
into an offsetting forward currency contract which would have the effect of
closing out the original forward contract. A Fund's use of currency exchange
transactions may be limited by tax considerations. The adviser may decide not
to engage in currency exchange transactions and there is no assurance that any
currency exchange strategy used by a Fund will succeed. In addition, suitable
currency exchange transactions may not be available in all circumstances and
there can be no assurance that a Fund will engage in these transactions when
they would be beneficial. A Fund may also purchase or sell foreign currency
futures contracts traded on futures exchanges. Foreign currency futures
contract transactions involve risks similar to those of other futures
transactions. See "Options and Futures" and "Swap Transactions" below.
Transactions in foreign currencies, foreign currency denominated debt and certain foreign currency options, futures contracts forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.
Foreign Securities
Other than obligations of supernational entities, foreign securities may include securities of issuers organized or headquartered outside the United States. Some Funds may invest in foreign securities. In addition to the risk associated with investing in securities generally, such investments present additional risks not typically associated with investments in comparable securities of U.S. issuers. There may be less information publicly available about a foreign corporate or government issuer than about a U.S. issuer, and foreign corporate issuers are not generally subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage commissions and securities custody costs are often higher than those in the United States, and judgments against foreign entities may be more difficult to obtain and enforce. With respect to certain foreign countries, there is a possibility of governmental expropriation of assets, confiscatory taxation, political or financial instability and diplomatic developments that could affect the value of investments in those countries. The receipt of interest on foreign government securities may depend on the availability of tax or other revenues to satisfy the issuer's obligations. A Fund's investments in foreign securities may include investments in countries whose economies or securities markets are not yet highly developed. Special considerations associated with these investments (in addition to the considerations regarding foreign investments generally) may include, among others, greater political uncertainties, an economy's dependence on revenues from particular commodities or on international aid or development assistance, currency transfer restrictions, highly limited numbers of potential buyers for such securities, and delays and disruptions in securities settlement procedures in all.
Since most foreign securities are denominated in foreign currencies or traded primarily in securities markets in which settlements are made in foreign currencies, the value of these investments and the net investment income available for distribution to shareholders of a Fund may be affected favorably or unfavorably by changes in currency exchange rates or exchange control regulations. Because a Fund may purchase securities denominated in foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of the Fund's assets and the Fund's income available for distribution.
Although a Fund's income may be received or realized in foreign currencies, the Fund will be required to compute and distribute its income in U.S. dollars. Therefore, if the value of a currency relative to the U.S. dollar declines after a Funds income has been earned in that currency, translated into U.S. dollars and declared as a dividend, but before payment of such dividend, the Fund could be required to liquidate portfolio securities to pay such dividend. Similarly, if the value of a currency relative to the U.S. dollar declines between the time a Fund incurs expenses or other obligations in U.S. dollars and the time such expenses or obligations are paid, the amount of such currency required to be converted into U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in such currency of such expenses at the time they were incurred. In determining whether to invest assets of a Fund in securities of a particular foreign issuer, Loomis Sayles will consider the likely effects of foreign taxes on the net yield available to the Fund and its shareholders. Compliance with foreign tax law may reduce a Fund's net income available for distribution to shareholders.
In addition, because the Funds may invest in foreign securities traded primarily on markets that close prior to the time each Fund determines its net asset value ("NAV"), the risks posed by frequent trading may have a greater potential to dilute the value of Fund shares held by long-term shareholders than a fund investing in U.S. securities. In instances where a significant event that affects the value of one or more foreign securities held by a Fund takes place after the close of the primary foreign market, but before the time that the Fund determines its NAV, certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (sometimes referred to as "price" or "time zone" arbitrage). Shareholders who attempt this type of arbitrage may dilute the value of a Fund's shares by virtue of their transaction, if those prices reflect the fair value of the foreign securities. Although each Fund has procedures designed to determine the fair value of foreign securities for purposes of calculating its NAV when such an event has occurred, fair value pricing, because it involves judgments which are inherently subjective, may not always eliminate the risk of price arbitrage. For more information on how the Fund uses fair value pricing, see "Net Asset Value."
Illiquid Securities
Certain Funds may purchase illiquid securities. Illiquid securities are those that are not readily resalable, including securities whose disposition is restricted by federal securities laws. Investment in restricted or other illiquid securities involves the risk that a Fund may be unable to sell such a security at the desired time or at the price at which the Fund values the security. Also, a Fund may incur expenses, losses or delays in the process of registering restricted securities prior to resale.
Certain Funds may purchase Rule 144A securities, which are privately offered
securities that can be resold only to certain qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). The Fund may also purchase commercial paper issued under
Section 4(2) of the Securities Act. Investing in Rule 144A securities and
Section 4(2) commercial paper could have the effect of increasing the level of
the Fund's illiquidity to the extent that qualified institutional buyers
become, for a time, uninterested in purchasing these securities. Rule 144A
securities and Section 4(2) commercial paper are treated as illiquid, unless
the adviser has determined pursuant to guidelines established by the Trust's
Board of Trustees that the particular issue is liquid.
Inflation Linked Bonds
Each Fund may invest in inflation linked bonds. Inflation linked bonds are fix income securities whose principal value is adjusted periodically according to the rate of inflation. Some Funds may invest in inflation linked bonds issued by the Japanese government. These bonds generally have maturities of ten or thirty years and interest is payable semiannually. The principal amount of these bonds increases with increases in the price index used as a reference for the bonds. In addition, the amounts payable as coupon interest payments increase when the price index increases because the interest amount is calculated by multiplying the principal (as adjusted) by a fixed coupon rate.
Although inflation indexed bonds protect their holders from long-term inflationary trends, short-term increases in inflation may result in a decline in value. The values of inflation linked bonds generally fluctuate in response to changes to real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a rate faster than nominal interest rates, real interest rates might decline, leading to an increase in value of the inflation linked bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rate might rise, leading to a decrease in the value of inflation linked bonds. If inflation is lower than expected during a period holds inflation linked bonds, the Fund may earn less on such bonds than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation linked bonds may not be protected to the extent that the increase is not reflected in the price index used as a reference for the bonds. There can be no assurance that the price index used for an inflation linked bond will accurately measure the real rate of inflation in the prices of goods and services. Inflation linked bonds issued by the Japanese government will be subject to the risks described above under "Foreign Securities." Certain Funds may also invest in Treasury Inflation-Protected Securities issued by the U.S. government. See "U.S. Government Securities" below for additional information.
Initial Public Offerings
Some Funds may purchase securities of companies that are offered pursuant to an initial public offering ("IPO"). An IPO is a company's first offering of stock to the public in the primary market, typically to raise additional capital. A Fund may purchase a "hot" IPO (also known as a "hot issue"), which is an IPO that is oversubscribed and, as a result, is an investment opportunity of limited availability. As a consequence, the price at which these IPO shares open in the secondary market may be significantly higher than the original IPO price. IPO securities tend to involve greater risk due, in part, to public perception and the lack of publicly available information and trading history. There is the possibility of losses resulting from the difference between the issue price and potential diminished value of the stock once traded in the secondary market. A Fund's investment in IPO securities may have a significant impact on the Fund's performance and may result in significant capital gains. The availability of IPOs may be limited so that a Fund does not get the full allocation desired.
Money Market Instruments
A Fund may seek to minimize risk by investing in money market instruments, which are high-quality, short-term securities. Although changes in interest rates can change the market value of a security, a Fund expects those changes to be minimal with respect to these securities, which are often purchased for defensive purposes.
Money market obligations of foreign banks or of foreign branches or subsidiaries of U.S. banks may be subject to different risks than obligations of domestic banks, such as foreign economic, political and legal developments and the fact that different regulatory requirements apply.
Mortgage-Related Securities
The Funds may invest in mortgage-related securities, such as Government National Mortgage Association ("GNMA") certificates or securities issued by the Federal National Mortgage Association ("FNMA"), differ from traditional fixed income securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment rate will reduce yield to maturity, and a slower-than-expected prepayment rate will increase yield to maturity. If a Fund purchases mortgage-backed securities at a discount, faster-than-expected prepayments will increase, and slower-than-expected prepayments will reduce, yield to maturity. Prepayments, and resulting amounts available for reinvestment by the Fund, are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if the premium has not been fully amortized at the time of prepayment. These securities will decrease in value as a result of increases in interest rates generally, and they are likely to appreciate less than other fixed income securities when interest rates decline because of the risk of prepayments.
Mortgage Dollar Rolls
Certain Funds may enter into mortgage dollar rolls. A dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of borrowing for some purposes. A Fund will segregate assets determined to be liquid in an amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss that are different from those related to the securities underlying the transactions. A Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. Since the counterparty in the transaction is required to deliver a similar, but not identical, security to the Fund, the security that the Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that a Fund's use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
Options and Futures
Options and futures transactions involve a Fund's buying, selling, or writing options (or buying or selling futures contracts) on securities, securities indices, or currencies. Each Fund may engage in these transactions either to enhance investment return or to hedge against changes in the value of other assets that it owns or intends to acquire. Options and futures fall into the broad category of financial instruments known as "derivatives" and
involve special risks. Use of options or futures for other than hedging purposes may be considered a speculative activity, involving greater risks than are involved in hedging.
Options can be classified as either "call" or options. There are two parties to a typical options transaction: the "writer" and the "buyer." A call option gives the buyer the right to buy a security or other asset (such as an amount of currency or a futures contract) from, and a put option gives the buyer the right to sell a security or other asset to, the option writer at a specified price on or before a specified date. The buyer of an option pays a premium when purchasing the option, which reduces the return on the underlying security or other asset if the option is exercised and results in a loss if the option expires unexercised. The writer of an option receives a premium from writing an option, which may increase its return if the option expires or is closed out at a profit. If a Fund as the writer of an option is unable to close out an unexpired option, it must continue to hold the underlying security or other asset until the option expires to "cover" its obligation under the option. An "American style" option allows exercise of the option at any time during the term of the option. A "European style" option allows an option to be exercised only at the end of its term. Options may or may not be traded on or off of an established securities exchange.
If the holder of an option wishes to terminate its position, it may seek to effect a closing sale transaction by selling an option identical to the option previously purchased. The effect of the purchase is that the previous option position will be canceled. A Fund will realize a profit from closing out an option if the price received for selling the offsetting position is more than the premium paid to purchase the option; the Fund will realize a loss from closing out an option transaction if the price received for selling the offsetting option is less than the premium paid to purchase the option.
The use of options involves risks, including those arising because of the imperfect correlation between movements in the price of options and movements in the price of the securities that are the subject of the hedge. A Fund's hedging strategies will not be fully effective if such imperfect correlation occurs.
Price movement correlation may be distorted by illiquidity in the options markets and the participation of speculators in such markets. If an insufficient number of contracts are traded, commercial users may not deal in options because they do not want to assume the risk that they may not be able to close out their positions within a reasonable amount of time. In such instances, options market prices may be driven by different forces other than those driving the market in the underlying securities, and price spreads between these markets may widen. The participation of speculators in the market enhances its liquidity. Nonetheless, the trading activities of speculators in the options markets may create temporary price distortions unrelated to the market in the underlying securities.
An exchange-traded option may be closed out only on an exchange that
generally provides a liquid secondary market for an option of the same series.
If a liquid secondary market for an exchange-traded option does not exist, it
might not be possible to effect a closing transaction with respect to a
particular option, with the result that the Fund would have to exercise the
option in order to accomplish the desired hedge. Reasons for the absence of a
liquid secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions, or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or the Options Clearing Corporation
or other clearing organization may not at all times be adequate to handle
current trading volume; or (vi) one or more exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by the Options Clearing Corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms.
An over-the-counter option (an option not traded on an established exchange) may be closed out only by agreement with the other party to the original option transaction. With over-the-counter options, a Fund is at risk that the other party to the transaction will default on its obligations or will not permit a Fund to terminate the transaction before its scheduled maturity. While the Fund will seek to enter into over-the-counter options only with dealers who agree to or are expected to be capable of entering into closing transactions with the Fund, there can be no assurance that the Fund will be able to liquidate an over-the-counter option at a favorable price at any time prior
to its expiration. Accordingly, a Fund might have to exercise an over-the-counter option it holds in order to achieve the intended hedge. Over-the-counter options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation or other clearing organizations.
Income earned by a Fund from its hedging activities will be treated as capital gain and, if not offset by net recognized capital losses incurred by the Fund, will be distributed to shareholders as taxable distributions. Although gain from options transactions may hedge against a decline in the value of a Fund's portfolio securities, that gain, to the extent not offset by losses, will be distributed in light of certain tax considerations and will constitute a distribution of that portion of the value preserved against decline.
A futures contract is an agreement between two parties to buy and sell a particular commodity, instrument or index, (e.g., an interest-bearing security) for a specified price on a specified future date. A futures contract creates an obligation by the seller to deliver and the buyer to take delivery of the type of instrument or cash at the time and in the amount specified in the contract. In the case of futures on an index, the seller and buyer agree to settle in cash, at a future date, based on the difference in value of the contract between the date it is opened and the settlement date. The value of each contract is equal to the value of the index from time to time multiplied by a specified dollar amount. For example, long-term municipal bond index futures trade in contracts equal to $1,000 multiplied by the Bond Buyer Municipal Bond Index, and S&P 500 Index futures trade in contracts equal to $500 multiplied by the S&P 500 Index.
When a trader, such as a Fund, enters into a futures contract, it is required to deposit with or for the benefit of its broker as "initial margin" an amount of cash or short-term high-quality securities (such as U.S. Treasury bills or high-quality tax exempt bonds acceptable to the broker) equal to approximately 2% to 5% of the delivery or settlement price of the contract, depending on applicable exchange rules. Initial margin is held to secure the performance of the holder of the futures contract. As the value of the contract changes, the value of the futures contract position increases or declines. At the end of each trading day, the amount of such increase and decline is received and paid respectively by and to the holders of these positions. The amount received or paid is known as "variation margin." If the Fund has a long position in a futures contract it will establish a segregated account with the Fund's custodian cash or liquid securities eligible for purchase by the Fund equal to the purchase price of the contract (less any margin on deposit). For short positions in futures contracts, the Fund will establish a segregated account with the custodian cash or liquid securities eligible for purchase by the Fund that, when added to the amounts deposited as margin, equal the market value of the instruments or currency underlying the futures contracts.
Gain or loss on a futures position is equal to the net variation margin received or paid over the time the position is held, plus or minus the amount received or paid when the position is closed, minus brokerage commissions and other transaction cost.
Although many futures contracts call for the delivery or acceptance of the specified instrument, futures are usually closed out before the settlement date through the purchase or sale of a comparable contract. If the price of the sale of the futures contract by a Fund is less than the price of the offsetting purchase, the Fund will realize a loss. A futures sale is closed by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity and with the same delivery date. Similarly, the closing out of a futures purchase is closed by the purchaser selling an offsetting futures contract.
The value of options purchased by a Fund and futures contracts held by a Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in a Fund's portfolio. All transactions in options and futures involve the possible risk of loss to the Fund of all or a significant part of the value of its investment. In some cases, the risk of loss may exceed the amount of the Fund's investment. When a Fund writes a call option or sells a futures contract without holding the underlying securities, currencies, or futures contracts, its potential loss is unlimited. The Fund will be required, however, to segregate liquid assets in amounts sufficient at all times to satisfy its obligations under options and futures contracts.
In accordance with Commodity Futures Trading Commission Rule 4.5, each of the Funds that may engage in futures transactions, including without limitation futures and options on futures, will use futures transactions solely for bona fide hedging purposes or will limit its investment in futures transactions for other than bona fide
hedging purposes so that the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the liquidation value of the Fund, after taking into account unrealized profits and unrealized losses on any such futures transactions.
Certain Funds may, but are not required to, use a number of derivative instruments for risk management purposes or as part of their investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates, commodities, and related indexes. Loomis Sayles may decide to not employ any of these strategies and there is no assurance that any derivatives strategy used by the Funds will succeed. In addition, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that the Funds will engage in these transactions to reduce exposure to other risks when that would be beneficial. Examples of derivative instruments that the Funds may use include options contracts, futures contracts, options on futures contracts, zero-strike warrants and options, swap agreements and debt-linked and equity-linked securities.
The successful use of options and futures will usually depend on Loomis Sayles' ability to forecast stock market, currency, or other financial market movements correctly. A Fund's ability to hedge against adverse changes in the value of securities held in its portfolio through options and futures also depends on the degree of correlation between changes in the value of futures or options positions and changes in the values of the portfolio securities. The successful use of futures and exchange-traded options also depends on the availability of a liquid secondary market to enable a Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time. In the case of over-the-counter options, a Fund is at risk that the other party to the transaction will default on its obligations, or will not permit a Fund to terminate the transaction before its scheduled maturity.
The options and futures markets of foreign countries are small compared to those of the United States and consequently are characterized in most cases by less liquidity than U.S. markets. In addition, foreign markets may be subject to less detailed reporting requirements and regulatory controls than U.S. markets. Furthermore, investments in options in foreign markets are subject to many of the same risks as other foreign investments. See "Foreign Securities" above.
Pay-in-Kind Securities
Certain Funds may invest in pay-in-kind securities, which are securities that pay dividends or interest in the form of additional securities of the issuer, rather than in cash. These securities are usually issued and traded at a discount from their face amounts. The amount of the discount varies depending on such factors as the time remaining until maturity of the securities, prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. The market prices of pay-in-kind securities generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than are other types of securities having similar maturities and credit quality.
Private Placements
Certain Funds may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for these securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell the securities when its investment adviser believes that it is advisable to do so, or may be able to sell the securities only at prices lower than if the securities were more widely held. At times, it also may be more difficult to determine the fair value of the securities for purposes of computing the Fund's net asset value.
While private placements may offer opportunities for investment that are not otherwise available on the open market, the securities so purchased are often "restricted securities," which are securities that cannot be sold to the public without registration under the Securities Act, or the availability of an exemption from registration (such as Rule 144 or Rule 144A under the Securities Act), or that are not readily marketable because they are subject to other legal or contractual delays or restrictions on resale.
The absence of a trading market can make it difficult to ascertain a market value for illiquid investments such as private placements. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for a Fund to sell the illiquid securities promptly at an acceptable price. A Fund may have to bear the extra expense of registering the securities for resale and the risk of substantial delay in effecting the registration. In addition, market quotations are typically less readily available for these securities. The judgment of a Fund's adviser may at times play a greater role in valuing these securities than in the case of unrestricted securities.
Generally, restricted securities may be only to qualified institutional buyer, in a privately negotiated transaction to a limited number of purchasers in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act. A Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public. As such, a Fund may be liable to purchasers of the securities if the registration statement prepared by the issuer, or the prospectus forming a part of the registration statement, is materially inaccurate or misleading.
Privatizations
Certain Funds may participate in privatizations. In a number of countries around the world, governments have undertaken to sell to investors interests in enterprises that the government has historically owned or controlled. These transactions are known as "privatizations" and may in some cases represent opportunities for significant capital appreciation. In some cases, the ability of U.S. investors, such as the Funds, to participate in privatizations may be limited by local law, and the terms of participation for U.S. investors may be less advantageous than those for local investors. Also, there is no assurance that privatized enterprises will be successful, or that an investment in such an enterprise will retain its value or appreciate in value.
Real Estate Investment Trusts
Real estate investment trusts ("REITs") involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, risks of default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under Internal Revenue the Code and failing to maintain their exemptions from registration under the 1940 Act.
Investment in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than larger securities.
A Fund's investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund's making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from a REIT will not qualify for the corporate dividends-received deduction, or generally, for treatment as qualified dividend income.
Repurchase Agreements
Under a repurchase agreement, a Fund purchases a security and obtains a simultaneous commitment from the seller (a bank or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed upon price and date (usually seven days or less from the date of original purchase). The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Repurchase agreements are economically similar to collateralized loans by a Fund. Such transactions afford the Fund the opportunity to earn a return on temporarily available cash at minimal market risk.
While the underlying security may be a bill, certificate of indebtedness, note, or bond issued by an agency, authority, or instrumentality of the U.S. Government, the obligation of the seller is not guaranteed by the U.S. Government, and there is a risk that the seller may fail to repurchase the underlying security. In such event, the Fund would attempt to exercise rights with respect to the underlying security, including possible disposition in the market. However, the Fund may be subject to various delays and risks of loss, including (a) possible declines in the value of the underlying security during the period while the Fund seeks to enforce its rights thereto, (b) possible reduced levels of income and lack of income during this period, and (c) the inability to enforce rights and the expenses involved in attempted enforcement.
Rule 144A Securities
Rule 144A securities are privately offered securities that can be resold only to certain qualified institutional buyers. Rule 144A securities are treated as illiquid, unless Loomis Sayles has determined, under guidelines established by the Trust's trustees, that the particular issue of Rule 144A securities is liquid. Under the guidelines, Loomis Sayles considers such factors as: (1) the frequency of trades and quotes for a security; (2) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades in the security.
Securities Lending
Securities lending involves a Fund lending its portfolio securities to brokers, dealers or other financial institutions under contracts calling for the deposit by the borrower with the Fund's custodian of each cash collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. Each Fund will continue to benefit from payments in lieu of interest or dividends on the securities loaned and will also receive interest through investment of the cash collateral in short-term liquid investments. No loans will be made if, as a result, the aggregate amount of such loans outstanding at any time would exceed 33-1/3% of the Fund's assets (taken at current value). Any voting rights, or rights to consent, relating to securities loaned pass to the borrower. However, if a material event affecting the investment occurs, such loans may be called so that the securities may be voted by the Fund. The Funds pay various fees in connection with such loans, including fees to the parties arranging the loans shipping fees and custodial or placement fees.
Securities loans must be fully collateralized at all times, but involve some credit risk to the Fund if the borrower defaults on its obligation and the Fund is delayed or prevented from recovering the collateral.
Short-Term Trading
The Funds may, consistent with their investment objectives, engage in portfolio trading in anticipation of, or in response to, changing economic or market conditions and trends. These policies may result in higher turnover rates in a Fund's portfolio, which may produce higher transaction costs and a higher level of taxable capital gains. Portfolio turnover considerations will not limit the adviser's investment discretion in managing a Fund's assets. The Funds anticipate that their portfolio turnover rates will vary significantly from time to time depending on the volatility of economic and market conditions.
Small Capitalization Companies
Investments in companies with relatively small market capitalizations may involve greater risk than is usually associated with more established companies. These companies often have limited product lines, markets, or financial resources, and they may be dependent upon a relatively small management group. Their securities may have limited marketability and may be subject to more abrupt or erratic movements in price than securities of companies with larger capitalizations or market averages in general. The net asset values of funds that invest in companies with smaller capitalizations may fluctuate more widely than market averages.
Step Coupon Securities
Certain Funds may invest in step-coupon securities. Step-coupon securities trade at a discount from their
face value and pay coupon interest. The coupon rate is low for an initial period and then increases to a higher coupon rate thereafter. Market values of these types of securities generally fluctuate in response to changes in interest rates to a greater degree than conventional interest-paying securities of comparable term and quality. Under many market conditions, investments in such securities may be illiquid, making it difficult for a Fund to dispose of them or determine their current value.
"Stripped" Mortgage-Backed Securities
Stripped mortgage-backed securities include interest-only and principal-only classes of mortgage-backed securities ("IOs" and "POs," respectively). The yield to maturity of an IO or PO is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurably adverse effect on a Fund's yield to maturity to the extent it invests in IOs. If the assets underlying the IOs experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in these securities. Conversely, POs tend to decline in value if prepayments are slower than anticipated.
The secondary market for stripped mortgage-backed securities may be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting a Fund's ability to buy or sell those securities at any particular time.
"Stripped" Securities
Certain Funds may invest in stripped securities, which are usually structured with two or more classes that receive different proportions of the interest and principal distribution on a pool of U.S. Government, or foreign government securities or mortgage assets. In some cases, one class will receive all of the interest (the interest-only or "IO" class), while the other class will receive the entire principal (the principal-only or "PO" class). Stripped securities commonly have greater market volatility than other types of fixed-income securities. In the case of stripped mortgage securities, if the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to recoup fully its investments in IOs. The staff of the SEC has indicated that it views stripped mortgage securities as illiquid unless the securities are issued by the U.S. Government or its agencies and are backed by fixed-rate mortgages. The Funds intend to abide by the staff's position. Stripped securities may be considered derivative securities.
Structured Notes
Certain Funds may invest in a broad category of instruments known as "structured notes." These instruments are debt obligations issued by industrial corporations, financial institutions or governmental or international agencies. Traditional debt obligations typically obligate the issuer to repay the principal plus a specified rate of interest. Structured notes, by contrast, obligate the issuer to pay amounts of principal or interest that are determined by reference to changes in some external factor or factors, or the principal and interest rate may vary from the stated rate because of changes in these factors. For example, the issuer's obligations could be determined by reference to changes in the value of a commodity (such as gold or oil), a foreign currency, an index of securities (such as the S&P 500 Index) or an interest rate (such as the U.S. Treasury bill rate). In some cases, the issuer's obligations are determined by reference to changes over time in the difference (or "spread") between two or more external factors (such as the U.S. prime lending rate and the total return of the stock market in a particular country, as measured by a stock index). In some cases, the issuer's obligations may fluctuate inversely with changes in an external factor or factors (for example, if the U.S. prime lending rate goes up, the issuer's interest payment obligations are reduced). In some cases, the issuer's obligations may be determined by some multiple of the change in an external factor or factors (for example, three times the change in the U.S. Treasury bill rate). In some cases, the issuer's obligations remain fixed (as with a traditional debt instrument) so long as an external factor or factors do not change by more than the specified amount (for example, if the value of a stock index does not exceed some specified maximum), but if the external factor or factors change by more than the specified amount, the issuer's obligations may be sharply reduced.
Structured notes can serve many different purposes in the management of a Fund. For example,
they can be used to increase a Fund's exposure to changes in the value of assets that the Fund would not ordinarily purchase directly (such as stocks traded in a market that is not open to U.S. investors). They can also be used to hedge the risks associated with other investments a Fund holds. For example, if a structured note has an interest rate that fluctuates inversely with general changes in a country's stock market index, the value of the structured note would generally move in the opposite direction to the value of holdings of stocks in that market, thus moderating the effect of stock market movements on the value of a Fund's portfolio as a whole.
Risks. Structured notes involve special risks. As with any debt obligation, structured notes involve the risk that the issuer will become insolvent or otherwise default on its payment obligations. This risk is in addition to the risk that the issuer's obligations (and thus the value of a Fund's investment) will be reduced because of adverse changes in the external factor or factors to which the obligations are linked. The value of structured notes will in many cases be more volatile (that is, will change more rapidly or severely) than the value of traditional debt instruments. Volatility will be especially high if the issuer's obligations are determined by reference to some multiple of change in the external factor or factors. Many structured notes have limited or no liquidity, so that a Fund would be unable to dispose of the investment prior to maturity. As with all investments, successful use of structured notes depends in significant part on the accuracy of the adviser's analysis of the issuer's creditworthiness and financial prospects, and of the adviser's forecast as to changes in relevant economic and financial market conditions and factors. In instances where the issuer of a structured note is a foreign entity, the usual risks associated with investments in foreign securities apply. Structured notes may be considered derivative securities.
Supranational Entities
Certain Funds may invest in obligations of supranational entities. A supranational entity is an entities designated or supported by national governments to promote economic reconstruction, development or trade among nations. Examples of supranational entities include the International Bank for Reconstruction and Development (also known as the World Bank) and the European Investment Bank. Obligations of supranational entities are subject to the risk that the governments on whose support the entities depend for financial backing or repayment may be unable or unwilling to provide that support. Obligations of supranational entities that are denominated in foreign currencies will also be subject to the risks associated with investments in foreign currencies, as described above under "Foreign Securities."
Swap Transactions
Certain Funds may enter into interest rate or currency swap transaction to preserve a return or spread on a particular investment or portion of its portfolio, to gain exposure to one or more securities, currencies, commodities, or interest rates, to protect against currency fluctuations, to manage duration, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. A swap transaction involves an agreement (typically with a bank, a brokerage firm or other financial institution as counterparty) to exchange two streams of payments (for example, an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal). The Fund will either designate on its records or segregate at its custodian bank liquid assets in an amount sufficient to cover its current obligations under swap agreements. Because swap agreements are not exchange-traded, but are private contracts into which the Fund and a swap counterparty enter as principals, the Fund may experience a loss or delay in recovering assets if the counterparty defaults on its obligations. To the extent that the Fund invests in swaps whose return corresponds to the performance of a foreign security or a foreign securities index, such swap transaction will involve risks similar to the risks of investing in foreign securities generally. See "Foreign Securities" above. Swaps are often used for many of the same purposes as, and share many of the same risks with, other derivative instruments, such as participation notes and zero-strike warrants and options and debt-linked or equity-linked securities.
Certain Funds may invest may invest in publicly or privately issued interests in investment pools whose underlying assets are credit default, credit-linked, interest rate, currency exchange, equity-linked or other types of swap contracts and related underlying securities or securities loan agreements. The pools' investment results may be designed to correspond generally to the performance of a specified securities index or "basket" of securities, sometimes a single security. These types of pools are often used to gain exposure to multiple securities with a smaller investment than would be required to invest directly in the individual securities. They may also be used to gain exposure to foreign securities markets without investing in the foreign securities themselves or the relevant foreign market. To the extent that a Fund invests in pools of swaps and related underlying securities or securities loan agreements whose return corresponds to the performance of a foreign securities index or one or more foreign securities, investing in such pools will involve risks similar to the risks of investing in foreign securities. See "Foreign Securities" above. In addition to the risks associated with investing in swaps generally, an investing Fund bears the risks and costs generally associated with investing in pooled investment vehicles, such as paying the fees and expenses of the pool and the risk that the pool or the operator of the pool may default on its obligations to the holder of interests in the pool, such as a Fund. Interests in privately offered investment pools of swaps may be considered illiquid or deemed liquid, subject to the Fund's restrictions on investments in illiquid securities.
Tax Exempt Securities
Certain Funds may invest in "Tax Exempt Securities," which term refers to debt securities the interest from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by a Fund's portfolio manager to be reliable), exempt from federal income tax. Tax Exempt Securities include debt obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions (for example, counties, cities, towns, villages and school districts) and authorities to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which certain Tax Exempt Securities may be issued include the refunding of outstanding obligations, obtaining funds for federal operating expenses, or obtaining funds to lend to public or private institutions for the construction of facilities such as educational, hospital and housing facilities. In addition, certain types of private activity bonds have been or may be issued by public authorities or on behalf of state or local governmental units to finance privately operated housing facilities, sports facilities, convention or trade facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. Such obligations are included within the term "Tax Exempt Securities" if the interest paid thereon, is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by a Fund's portfolio manager to be reliable), exempt from federal income tax.
Funds that invest in certain tax-exempt bonds or certain private activity bonds may not be a desirable investment for "substantial users" of facilities financed by such obligations or bonds or for "related persons" of substantial users. You should contact your financial adviser or attorney for more information if you think you may be a "substantial user" or a "related person" of a substantial user.
There are variations in the quality of Tax Exempt Securities, both within a particular classification and between classifications, depending on numerous factors (see Appendix A for a description of securities ratings).
The two principal classifications of tax-exempt bonds are general obligation bonds and limited obligation (or revenue) bonds. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from the issuer's general unrestricted revenues and not from any particular fund or source. The characteristics and method of enforcement of general obligation bonds vary according to the law applicable to the particular issuer, and payment may be dependent upon an appropriation by the issuer's legislative body. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities, or in some cases from the proceeds of a special excise or other specific revenue source such as the user of the facility. Tax exempt private activity bonds are in most cases revenue bonds and generally are not payable from the unrestricted revenues of the issuer. The credit and quality of such bonds are usually directly related to the credit standing of the corporate user of the facilities. Principal and interest on such bonds are the responsibilities of the corporate user (and any guarantor).
The yields on Tax Exempt Securities are dependent on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the Tax Exempt Securities market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Further, information about the financial condition of an issuer of tax-exempt bonds may not be as extensive as that made available by corporations whose securities are publicly traded. The ratings of Moody's, S&P and Fitch represent their opinions as to the quality of the Tax Exempt Securities, which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, Tax Exempt Securities with the same maturity, interest rate and rating may have different yields while Tax Exempt Securities of the same maturity and interest rates with different ratings may have the same yield. Subsequent to its purchase by a Fund, an issue of Tax Exempt Securities or other investments may cease to be rated or the rating may be reduced below the minimum rating required for purchase by a Fund. Neither event will require the elimination of an investment from a Fund's portfolio, but a Fund's adviser will consider such an event as part of its normal, ongoing review of all a Fund's portfolio securities.
Securities in which a Fund may invest, including Tax Exempt Securities, are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, which may be enacted by Congress or the state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power or ability of issuers to meet their obligations
for the payment of interest and principal on their Tax Exempt Securities may be materially affected or that their obligations may be found to be invalid and unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for tax-exempt bonds or certain segments thereof, or materially affecting the credit risk with respect to particular bonds. Adverse economic, legal or political developments might affect all or a substantial portion of a Fund's Tax Exempt Securities in the same manner.
From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on debt obligations issued by states and their political subdivisions and similar proposals may well be introduced in the future. If such a proposal were enacted, the availability of Tax Exempt Securities for investment by the Funds and the value of a Fund's portfolios could be materially affected, in which event such a Fund would reevaluate its investment objectives and policies and consider changes in their structure or dissolution.
All debt securities, including tax-exempt bonds, are subject to credit and market risk. Generally, for any given change in the level of interest rates, prices for longer maturity issues tend to fluctuate more than prices for shorter maturity issues.
U.S. Government Securities
U.S. Government securities have different kinds of government support. Such securities include direct obligations of the U.S. Treasury, as well as securities issued or guaranteed by U.S. Government agencies, authorities, and instrumentalities, including, among others, the GNMA, the Federal Home Loan Mortgage Corporation, the FNMA, the Federal Housing Administration, the Resolution Funding Corporation, the Federal Farm Credit Banks, the Federal Home Loan Bank, the Tennessee Valley Authority, the Student Loan Marketing Association, and the Small Business Administration. More detailed information about some of these categories of U.S. Government securities follows.
U.S. Treasury Bills - U.S. Treasury Bills are direct obligations of the U.S. Treasury that are issued in maturities of one year or less. No interest is paid on Treasury bills; instead, they are issued at a discount and repaid at full face value when they mature. They are backed by the full faith and credit of the U.S. Government.
U.S. Treasury Notes and Bonds - U.S. Treasury Notes and Bonds are direct obligations of the U.S. Treasury that are issued in maturities that vary between one and 30 years, with interest normally payable every six months. They are backed by the full faith and credit of the U.S. Government.
"Ginnie Maes" - Ginnie Maes are debt securities issued by a mortgage banker or other mortgagee that represent an interest in a pool of mortgages insured by the Federal Housing Administration or the Rural Housing Service or guaranteed by the Veterans Administration. The GNMA guarantees the timely payment of principal and interest when such payments are due, whether or not these amounts are collected by the issuer of these certificates on the underlying mortgages. It is generally understood that a guarantee by the GNMA is backed by the full faith and credit of the United States. Mortgages included in single family or multi-family residential mortgage pools backing an issue of Ginnie Maes have a maximum maturity of up to 30 years. Scheduled payments of principal and interest are made to the registered holders of Ginnie Maes (such as the Funds) each month. Unscheduled prepayments may be made by homeowners or as a result of a default. Prepayments are passed through to the registered holder (such as the Funds, which reinvest any prepayments) of Ginnie Maes along with regular monthly payments of principal and interest.
"Fannie Maes" - FNMA is a government-sponsored corporation owned entirely by private stockholders that purchases residential mortgages from a list of approved seller/servicers. Fannie Maes are pass-through securities issued by FNMA that are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.
"Freddie Macs" - The Federal Home Loan Mortgage Corporation ("FHLMC") is a corporate instrumentality of the U.S. Government. Freddie Macs are participation certificates issued by FHLMC that represent an interest in residential mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but Freddie Macs are not backed by the full faith and credit of the U.S. Government.
Some U.S. Government securities, called "Treasury inflation-protected securities" or "TIPS," are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on TIPS is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. Although repayment of the original bond principal upon maturity is guaranteed, the market value of TIPS is not guaranteed, and will fluctuate.
The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of TIPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of TIPS. If inflation is lower than expected during the period a Fund holds TIPS, the Fund may earn less on the TIPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in TIPS may not be protected to the extent that the increase is not reflected in the bonds' inflation measure. There can be no assurance that the inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services.
The yields available from U.S. Government securities are generally lower than the yields available from corporate fixed-income securities. Like other fixed-income securities, however, the values of U.S. Government securities change as interest rates fluctuate. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in a Fund's net asset value. Since the magnitude of these fluctuations will generally be greater at times when a Fund's average maturity is larger, under certain market conditions each Fund may, for temporary defensive purposes, expect lower current income from short-term investments rather than investing in higher yielding long-term securities. Securities such as Fannie Maes and Freddie Macs are guaranteed as to the payment of principal and interest by the relevant entity but are not backed by the full faith and credit of the U.S. Government. An event affecting the guaranteeing entity could adversely affect the payment of principal or interest or both on the security, and therefore these types of securities should be considered riskier than U.S. Government securities.
See "Mortgage Backed Securities" above for additional information on these securities.
Warrants and Rights
Certain Funds may invest in warrants and rights. A warrant is an instrument that gives the holder a right to purchase a given number of shares of a particular security at a specified price until a stated expiration date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock. The market value of a warrant does not necessarily move with the value of the underlying securities. If a holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying security does not, before the expiration date, exceed the exercise price of the warrant.. Investment in warrants is a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect to the assets of the issuer. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable and entitle the holder the holder to buy the new common stock at a lower price than the public offering price.
When-Issued Securities
A when-issued security involves a Fund entering into a commitment to buy a security before the security has been issued. A Fund's payment obligation and the interest rate on the security are determined when the Fund enters into the commitment. The security is typically delivered to the Fund 15 to 120 days later. No interest accrues on the security between the time the Fund enters into the commitment and the time the security is delivered. If the
value of the security being purchased falls between the time a Fund commits to buy it and the payment date, the Fund may sustain a loss. The risk of this loss is in addition to the Fund's risk of loss on the securities actually in its portfolio at the time. In addition, when the Fund buys a security on a when-issued basis, it is subject to the risk that market rates of interest will increase before the time the security is delivered, with the result that the yield on the security delivered to the Fund may be lower than the yield available on other, comparable securities at the time of delivery. If a Fund has outstanding obligations to buy when-issued securities, it will segregate at its custodian bank liquid assets in an amount sufficient to satisfy these obligations.
Zero Coupon Securities
Zero coupon securities are debt obligations (e.g., bonds) that do not entitle the holder to any periodic payments of interest either for the entire life of the obligation or for an initial period after the issuance of the obligation. Such bonds are issued and traded at a discount from their face amounts. The amount of the discount varies depending on such factors as the time remaining until maturity of the bonds, prevailing interest rates, the liquidity of the security, and the perceived credit quality of the issuer. The market prices of zero coupon bonds generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than coupon bonds having similar maturities and credit quality. In order to satisfy a requirement for qualification as a "regulated investment company" under the Internal Revenue Code of 1986, as amended (the "Code"), each Fund must distribute each year at least 90% of its net investment income, including the original issue discount accrued on zero coupon bonds. Because a Fund investing in zero coupon bonds will not on a current basis receive cash payments from the issuer in respect of accrued original issue discount, the Fund may have to distribute cash obtained from other sources in order to satisfy the 90% distribution requirement under the Code. Such cash might be obtained from selling other portfolio holdings of the Fund. In some circumstances, such sales might be necessary in order to satisfy cash distribution requirements even though investment considerations might otherwise make it undesirable for a Fund to sell such securities at such time.
TEMPORARY DEFENSIVE STRATEGIES
The Funds have the flexibility to respond promptly to changes in market and economic conditions. In the interest of preserving shareholders' capital, Loomis Sayles may employ a temporary defensive strategy if it determines such a strategy to be warranted. Pursuant to such a defensive strategy, a Fund may temporarily hold cash (U.S. dollars, foreign currencies, or multinational currency units) or invest up to 100% of its assets in high quality debt securities or money market instruments of U.S. or foreign issuers. It is impossible to predict whether, when or for how long a Fund will employ temporary defensive strategies. The use of temporary defensive strategies may prevent the Funds from achieving their goals.
In addition, pending investment of proceeds from new sales of Fund shares or to meet ordinary daily cash needs, the Funds may temporarily hold cash (U.S. dollars, foreign currencies or multinational currency units) and may invest any portion of its assets in money market instruments.
PORTFOLIO TURNOVER
A Fund's portfolio turnover rate for a fiscal year is calculated by dividing the lesser of purchases or sales of portfolio securities, for the fiscal year by the monthly average of the value of the portfolio securities owned by the Fund during the fiscal year excluding securities having maturity dates at acquisition of one year or less. High portfolio turnover may generate higher levels of taxable gains and correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Funds, thereby decreasing the Funds' total return. It is impossible to predict with certainty whether future portfolio turnover rates will be higher or lower than those experienced during past periods. Each Fund anticipates that its portfolio turnover rate will vary significantly from time to time depending on the volatility of economic and market conditions.
Generally, each Fund intends to invest for long-term purposes. However, the rate of portfolio turnover will depend upon market and other conditions, and it will not be a limiting factor when the Fund's adviser believes that portfolio changes are appropriate. Portfolio turnover considerations will not limit Loomis Sayles' investment discretion in managing the assets of each Fund.
PORTFOLIO HOLDINGS
The Funds Board of Trustees has adopted policies to limit the disclosure of portfolio holdings information and to ensure equal access to such information, except in certain circumstances as approved by the Board of Trustees. These policies are summarized below. Generally, full portfolio holdings information will not be disclosed until it is first posted on the Funds' website at www.loomissayles.com. Generally, full portfolio holdings information will not be posted until it has aged at least 30 days. Any holdings information that is released must clearly indicate the date of the information, and must state that due to active management, the Funds may or may not still invest in the securities listed. Portfolio characteristics, such as industry/sector breakdown, current yield, quality breakdown, duration, average price-earnings ratio and other similar information may be provided on a current basis. However, portfolio characteristics do not include references to specific portfolio holdings.
The Board of Trustees has approved exceptions to the general policy on the sharing of portfolio holdings information as in the best interests of the Funds, as follows:
(1)Disclosure of portfolio holdings posted on the Funds' website provided that the information is shared no sooner than the next day following the day on which the information is posted;
(2)Disclosure to firms offering industry-wide services, provided that the firm has agreed in writing to maintain the confidentiality of the Funds portfolio holdings. Entities that receive information pursuant to this exception include Lipper (monthly disclosure of full portfolio holdings, provided 5 days after month-end); and FactSet (daily disclosure of full portfolio holdings provided the next business day);
(3)Disclosure (subject to a written confidentiality provision) to Broadridge Financial Solutions, Inc. as part of the proxy voting recordkeeping services provided to the Funds, and to RiskMetrics Group. and Glass Lewis, LLC, as part of the proxy voting administration and research services, respectively, provided to the Funds' adviser;
(4)Disclosure to employees of the Funds' adviser, principal underwriter, administrator, custodian, fund accounting agent, fund counsel and independent registered public accounting firm, as well as to broker-dealers executing portfolio transactions for the Funds, provided that such disclosure is made for bona fide business purposes; and
(5)Other disclosures made for non-investment purposes, but only if approved in writing in advance by an officer of the Funds. Such exceptions will be reported to the Board of Trustees.
With respect to items (2)
through (4) above, disclosure is made pursuant to procedures that have been approved by the Board of Trustees, and may be made by employees of each Fund's adviser, administrator or custodian. With respect to (5) above, approval will be granted only when the officer determines that the Funds have a legitimate business reason for sharing the portfolio holdings information and the recipients are subject to a duty of confidentiality, including a duty not to trade on the information. As of the date of this Statement, the only entity that receives information pursuant to this exception is GCom2 (quarterly, or more frequently as needed, disclosure of full portfolio holdings) for the purpose of performing certain functions related to the production of the Funds' semiannual financial statements, quarterly Form N-Q filing and other related items. Although the Trust may enter into written confidentiality agreements, in other circumstances, such as those described in (4) above, the obligation to keep information confidential may be based on common law, professional or statutory duties of confidentiality. Common law, professional or statutory duties of confidentiality, including the duty not to trade on the information, may not be as clearly delineated and may be more difficult to enforce than contractual duties. The Funds' officers determine on a case by case basis whether it is appropriate for the Funds to rely on such common law, professional or statutory duties. The Board of Trustees exercises oversight of the disclosure of portfolio holdings by, among other things, receiving and reviewing reports from each Fund's chief compliance officer regarding any material issues concerning the Fund's disclosure of portfolio holdings or from officers of the Fund in connection with proposed new exceptions or new disclosures pursuant to item (5) above. Notwithstanding the above, there is no assurance that the Funds' policies on the sharing of portfolio holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of that information.
Other registered investment companies that are advised or sub-advised by a Fund's adviser may be subject to different portfolio holdings disclosure policies, and neither the adviser nor the Board of Trustees of each Trust exercises control over such policies or disclosure. In addition, separate account clients of the adviser have access to their portfolio holdings and are not subject to the Funds' portfolio holdings disclosure policies. Some of the Funds that are advised or sub-advised by the adviser and some of the separate accounts managed by the adviser have investment objectives and strategies that are substantially similar or identical to the Funds', and therefore potentially substantially similar, and in certain cases nearly identical, portfolio holdings, as certain Funds.
In addition, any disclosures of portfolio holdings information by a Fund or its adviser must be consistent with the anti-fraud provisions of the federal securities laws, the Fund's and the adviser's fiduciary duty to shareholders, and the Fund's code of ethics. Each Funds' policies expressly prohibit the sharing of portfolio holdings information if the Fund, its adviser, or any other affiliated party receives compensation or other consideration in connection with such arrangement. The term "consideration" includes any agreement to maintain assets in a Fund or in other funds or accounts managed by the Fund's adviser or by any affiliated person of the adviser.
MANAGEMENT OF THE TRUST
The Funds are governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business and for protecting the interests of shareholders. The Trustees meet periodically throughout the year to oversee the Funds' activities, review contractual arrangements with companies that provide services to the Funds and review the Funds' performance.
The table below provides certain information regarding the Trustees and officers of the Trust. For the purposes of this table and this Statement, the term "Independent Trustees" means those trustees who are not "interested persons" as defined in the 1940 Act of the trust and, when applicable, who have no direct or indirect financial interest in the approval of a matter being voted on by the Board of Trustees. For the purposes of this Statement, the term "Interested Trustees" means those trustees who are "interested persons" of the trust and, when applicable, who have a direct or indirect financial interest in the approval of a matter being voted on by the relevant Board of Trustees.
Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.
Position(s) Held Number of with the Trust, Principal Portfolios in Fund Length of Time Occupation(s) Complex Overseen*** Served and Term During Past 5 and Other Name and Year of Birth of Office* Years** Directorships Held ---------------------- ----------------- -------------------- ------------------- INDEPENDENT TRUSTEES Graham T. Allison, Jr. Trustee Douglas Dillon 42 (1940) since 2003 Professor and Director, Director of the Taubman Centers, Contract Review Belfer Center for Inc. (real estate and Governance Science and investment trust) Committee Member International Affairs, John F. Kennedy School of Government, Harvard University Charles D. Baker Trustee President and Chief 42 (1956) since 2005 Executive Officer, None Harvard Pilgrim Contract Review Health Care (health and Governance plan) Committee Member Edward A. Benjamin Trustee Retired 42 (1938) since 2002 None Chairman of the Contract Review and Governance Committee Daniel M. Cain Trustee President and Chief 42 (1945) since 2003 Executive Officer, Director, Cain Brothers & Sheridan Chairman of the Company, Healthcare, Inc. Audit Committee Incorporated (physician practice (investment banking) management) Richard Darman Trustee Partner, The 42 (1943) since2003 Carlyle Group Director and (investments); Chairman of the Contract Review formerly, Board of Directors, and Governance Professor, John F. AES Corporation Committee Member Kennedy School of (international Government, Harvard power company) University Jonathan P. Mason Trustee Chief Financial 42 (1958) since 2007 Officer, Cabot None Corp. (specialty Audit Committee chemicals); Member formerly, Vice President and Treasurer, International Paper Company; formerly, Chief Financial Officer, Carter Holt Harvey (forest products) Sandra O. Moose Chairperson of President, 42 (1942) the Board of Strategic Advisory Director, Trustees Services Verizon since 2005 (management Communications; consulting); Director, Rohm and Trustee formerly, Senior Haas Company since 2003 Vice President and (specialty Director, The chemicals); Ex officio member Boston Consulting Director, AES of the Audit Group, Inc. Corporation Committee and (management (international Contract Review consulting) power company) and Governance Committee Cynthia L. Walker Trustee Deputy Dean for 42 (1956) since 2005 Finance & None Administration, Audit Committee Yale School of Member Medicine; formerly, Executive Dean for Administration, Harvard Medical School and formerly, Dean for Finance & CFO, Harvard Medical School |
Number of Portfolios in Fund Complex Position(s) Held with Overseen*** the Trust, Length of and Other Time Served and Term of Principal Occupation(s) Directorships Name and Year of Birth Office* During Past 5 Years** Held ---------------------- ------------------------ ------------------------ ------------- INTERESTED TRUSTEES Robert J. Blanding/1/ President and Chief President, Chairman, 42 (1947) Executive Officer and Director and Chief None 555 California Street Trustee Executive Officer, San Francisco, CA 94104 since 2002 Loomis, Sayles & Company, L.P. John T. Hailer/2/ Executive Vice President President and Chief 42 (1960) and Trustee Executive Officer, None since 2003 Natixis Asset Management Advisors, L.P., Natixis Distributors, L.P., Natixis Global Associates, Inc. and Natixis Global Asset Management, L.P.; President and Chief Executive Officer, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Gateway Trust and Hansberger International Series; President of Loomis Sayles Funds II |
* Each Trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72. The position of Chairperson 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 September 14, 2007. ** 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. Previous positions during the past five years with Natixis Distributors, L.P., Natixis Asset Management Advisors, L.P. or Loomis, Sayles & Company, L.P are omitted if not materially different from a trustee's or officer's current position with such entity. *** The Trustees of the Trusts serve as Trustees of a fund complex that includes all series of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series and Gateway Trust (collectively the "Fund Complex"). The number of portfolios overseen does not include AEW Real Estate Income Fund which liquidated on April 13, 2007, or Natixis Equity Diversified Portfolio, which liquidated on August 3, 2007. /1/ Mr. Blanding is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trust: President, Chairman, Director and Chief Executive Officer of Loomis Sayles. /2/ Mr. Hailer is deemed an "interested person" of the Trusts because he holds the following positions with affiliated persons of the Trusts: President and Chief Executive Officer of Natixis Distribution Corporation, Natixis Global Asset Management, L.P., Natixis Global Associates, Inc., Natixis Asset Management Advisors, L.P. and Natixis Distributors, L.P.
Position(s) Held with the Trust, Length of Time Served and Term Principal Occupation(s) Name and Year of Birth of Office* During Past 5 Years** ---------------------- --------------------------- ------------------------ OFFICERS Coleen Downs Dinneen Secretary, Clerk and Chief Senior Vice President, (1960) Legal Officer General Counsel, since 2004 Secretary and Clerk (formerly, Deputy General Counsel, Assistant Secretary and Assistant Clerk) Natixis Distribution Corporation, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P. Daniel J. Fuss Executive Vice President, Vice Chairman and (1933) since 2003 Director, Loomis Sayles One Financial Center & Company, L.P. Boston, MA 02111 Russell L. Kane Chief Compliance Officer Chief Compliance Officer (1969) since 2006 for Mutual Funds, Vice President, Deputy Assistant Secretary General Counsel, since 2004 Assistant Secretary and Anti -Money Laundering Assistant Clerk, Natixis Officer Distributors, L.P. and since 2007 Natixis Asset Management Advisors, L.P.; Vice President, Associate General Counsel, Assistant Secretary and Assistant Clerk, Natixis Distribution Corporation, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P.; formerly, Senior Counsel, Columbia Management Group. Michael C. Kardok Treasurer, Principal Senior Vice President, (1959) Financial and Accounting Natixis Asset Management Officer Advisors, L.P. and since 2004 Natixis Distributors, L.P.; formerly, Senior Director, PFPC Inc.; formerly, Vice President - Division Manager, First Data Investor Services, Inc. Robert Krantz Executive Vice President Executive Vice (1964) since 2007 President, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P. Ronald Holt Executive Vice President President and Chief (1968) of Hansberger Executive Officer, International Series formerly Managing since September 2007 Director of Research, and Senior Research Analyst and Portfolio Manager, Hansberger Global Investors, Inc. -------- |
* Each officer of the Trust serves for an indefinite term in accordance with its current By-laws until the date his or her successor is elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified.
** Each person listed above, except as noted, holds the same position(s) with the Natixis Funds Trusts and Loomis Sayles Funds Trusts and Hansberger International Series. Mr. Fuss is not an officer of the Natixis Funds Trusts. Previous positions during the past five years with the Distributor, Natixis Advisors or Loomis Sayles are omitted, if not materially different from an officer's current position with such entity.
Standing Board Committees
The Trustees have delegated certain authority to the two standing committees of the Trust, the Audit Committee and Contract Review and Governance Committee.
The Contract Review and Governance Committee of the Trust consists solely of Independent Trustees and considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between the adviser and the Trust, and governance matters relating to the Trust. During the fiscal year ended September 30, 2007, this Committee held five meetings.
The Contract Review and Governance Committee also makes nominations for
independent trustee membership on the Board of Trustees when necessary and
considers recommendations from shareholders of the Funds that are submitted in
accordance with the procedures by which shareholders may communicate with the
Board of Trustees. Pursuant to those procedures, shareholders must submit a
recommendation for nomination in a signed writing addressed to the attention of
the Board of Trustees, c/o Secretary of the Funds, Natixis Advisors, L.P., 399
Boylston Street, Boston, MA 02116. This written communication must identify
(i) the name and address of the shareholder, (ii) the Fund(s) to which the
communication relates, and (iii) 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 trustee candidate to enable a proper judgment to be
made as to the candidate's qualifications, which may include (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) such other factors
as the appropriate Board Committee may request in light of the existing
composition of the Board and any anticipated vacancies or other transitions.
The recommendation must be received in a timely manner (and in any event no
later than the date specified for receipt of shareholder proposals in any
applicable proxy statement with respect to a Fund). A recommendation for
trustee nomination shall be kept on file and considered by the Board for six
(6) months from the date of receipt, after which the recommendation shall be
considered stale and discarded.
The Audit Committee of the Trusts consists solely of an Independent Trustees and considers matters relating to the scope and results of the Trust audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in an audit with the Board of Trustees. This Committee also reviews and monitors compliance with stated investment objectives and policies, SEC and Treasury regulations as well as operational issues relating to the transfer agent and custodian. During the fiscal year ended September 30, 2007, this Committee held six meetings.
The current membership of each committee is as follows:
Audit Committee Contract Review and Governance Committee --------------- ---------------------------------------- Daniel M. Cain - Chairman Edward A. Benjamin - Chairman Jonathan Mason Graham T. Allison, Jr. Cynthia L. Walker Richard Darman Charles D. Baker |
As chairperson of the Board of Trustees, Ms. Moose is an ex officio member of both Committees.
Fund Securities Owned by the Trustees
As of December 31, 2007, the trustees had the following ownership in the Funds:
Independent Trustees:
Dollar Range of Fund Graham T. Charles D. Edward A. Daniel M. Shares* Allison, Jr.** Baker Benjamin** Cain** -------------------- -------------- ------------ ---------- ---------- Loomis Sayles Fixed Income 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 Investment Grade Fixed Income Fund A A A A Aggregate Dollar Range of Fund Shares in Funds Overseen by Trustee in the Fund Complex E D E E Dollar Range of Fund Richard Johnathan P. Sandra O. Cynthia L. Shares* Darman** Mason*** Moose** Walker -------------------- -------------- ------------ ---------- ---------- Loomis Sayles Fixed Income 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 Investment Grade Fixed Income Fund A A A A Aggregate Dollar Range of Fund Shares in Funds Overseen by Trustee in the Fund Complex E C E E |
** Amounts include amounts held through the deferred compensation plan.
***Mr. Mason was appointed a trustee effective April 1, 2007.
Interested Trustees
Dollar Range of Fund Shares* Robert J. Blanding John T. Hailer ---------------------------- ------------------ -------------- Loomis Sayles Fixed Income Fund A A Loomis Sayles Institutional High Income Fund E A Loomis Sayles Intermediate Duration Fixed Income Fund A A Loomis Sayles Investment Grade Fixed Income Fund A A Aggregate Dollar Range of Fund Shares in Funds Overseen by Trustee in the Fund Complex: E E |
** Amounts include amounts held through the deferred compensation plan.
Trustee Fees
The Trust pays no compensation to its officers or to its trustees who are Interested Trustees.
The Chairperson of the Board receives a retainer fee at the annual rate of $200,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Effective January 1, 2008, each Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $65,000. Each Independent Trustee also receives a meeting attendance fee of $7,500 for each meeting of the Board
of Trustees that he or she attends in person and $3,750 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $10,000. Each Contract Review and Governance Committee member is compensated $5,000 for each Committee meeting that he or she attends in person and $2,500 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $6,250 for each Committee meeting that he or she attends in person and $3,125 for each meeting her or she attends telephonically. These fees are allocated among the mutual fund portfolios 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
During the fiscal year ended September 30, 2007, the trustees received the amounts set forth in the following table for serving as trustees of the Trust and also for serving as trustees of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II, Hansberger International Series. and AEW Real Estate Income Fund (prior to the Fund's liquidation on April 13, 2007). The table also sets forth, as applicable, pension or retirement benefits accrued as past fund expenses, as well as estimated annual retirement benefits.
Compensation Table
For the Fiscal Year Ended September 30, 2007
Pension or Total Retirement Compensation Benefits Estimated From the Accrued as Annual Fund Aggregate Part of Benefits Complex Compensation Trust Upon Paid to Name of Person, Position from Trust/1/ Expenses Retirement Trustee/2/ ------------------------ ------------ ---------- ---------- ------------ Independent Trustees Graham T. Allison, Jr. $40,708 $0 $0 $102,125 Charles D. Baker $37,473 $0 $0 $ 94,075 Edward A. Benjamin $44,879 $0 $0 $112,625 Daniel M. Cain $45,467 $0 $0 $112,825 John Shane** $10,131 $0 $0 $ 26,125 Jonathan P. Mason* $18,018 $0 $0 $ 43,500 Kenneth J.Cowen** $ 9,721 $0 $0 $ 25,125 Paul G.Chenault** $ 9,721 $0 $0 $ 25,125 Richard Darman $40,168 $0 $0 $100,125 |
Sandra O. Moose......................... $103,163 $0 $0 $200,000 Cynthia L. Walker....................... $ 41,296 $0 $0 $102,325 Interested Trustees..................... Robert J. Blanding...................... $ 0 $0 $0 $ 0 John T. Hailer.......................... $ 0 $0 $0 $ 0 |
The Natixis Funds trusts, Loomis Sayles Funds trusts and Hansberger International Series do not provide pension or retirement benefits to trustees, but have adopted a deferred payment arrangement under which each Trustee may 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 of such fees.
/1/ Amounts include payments deferred by trustees for the fiscal year ended September 30, 2007, with respect to the Trust. The total amount of deferred compensation accrued for Loomis Sayles Funds I as of September 30, 2007 for the Trustees is as follows: Allison ($480,500), Baker ($15,130), Benjamin ($103,219), Cain ($181,237), , Darman ($209,777), Mason ($4,374)and Walker ($36,696).
/2/ Total Compensation represents amounts paid during the fiscal year ended September 30, 2007 to a trustee for serving on the board of trustees of nine (9) trusts with a total of forty-three (43) funds as of September 30, 2007. The number of trusts and funds includes the AEW Real Estate Income Fund, which was liquidated on April 13, 2007, and the IXIS Equity Diversified Portfolio, which was liquidated on August 3, 2007.
* Mr. Mason was appointed as trustee on April 1, 2007.
** Effective December 31, 2006, Messrs. Paul G. Chenault, Kenneth J. Cowen and John Shane retired as members of the Natixis & Loomis Sayles Fund Board of Trustees.
Code of Ethics. The Trust, Loomis Sayles and the Distributor each have adopted a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit the personnel of these entities to invest in securities, including securities that the Funds may purchase or hold.
Proxy Voting Policies. The Board of Trustees of the Funds has adopted the Proxy Voting Policy and Guidelines (the "Guidelines") for the voting of proxies for securities held by any Funds. Under the Guidelines, the responsibility for voting proxies generally is delegated to a Funds investment adviser. Decisions regarding the voting of proxies shall be made solely in the interest of the Fund and its shareholders. The exclusive purpose shall be to provide benefits to the shareholders of a Fund by considering those factors that affect the value of the securities. The adviser shall exercise its fiduciary responsibilities to vote proxies with respect to the Fund's investments that are managed by that adviser in a prudent manner in accordance with the Guidelines and the proxy voting policies of the adviser. Proposals that, in the opinion of the adviser, are in the best interests of shareholders are generally voted "for" and proposals that, in the judgment of the adviser, are not in the best interests of shareholders are generally voted "against". The adviser is responsible for maintaining certain records and reporting to the Audit Committee of the Trusts in connection with the voting of proxies. Upon request for reasonable periodic review as well as annual reporting to the SEC, the adviser shall make available to each Fund, or Natixis Advisors, each Fund's administrator, the records and information maintained by the adviser under the Guidelines.
Loomis Sayles uses the services of third parties ("Proxy Voting Services"), to research and administer the vote on proxies for those accounts and funds for which Loomis Sayles has voting authority. Each Proxy Voting Service has a copy of Loomis Sayles' proxy voting procedures ("Procedures") and provides vote recommendations
or analysis to Loomis Sayles based on the Proxy Voting Service's own research. Loomis Sayles will generally follow its express policy with input from the Proxy Voting Services unless Loomis Sayles' Proxy Committee (the "Proxy Committee") determines that the client's best interests are served by voting otherwise.
All issues presented for shareholder vote will be considered under the oversight of the Proxy Committee. All non-routine issues will be directly considered by the Proxy Committee and, when necessary, the equity analyst following the company or the portfolio manager of a Fund holding the security, and will be voted in the best investment interests of the Fund. All routine "for" and "against" issues will be voted according to Loomis Sayles' policy approved by the Proxy Committee unless special factors require that they be considered by the Proxy Committee and, when necessary, the equity analyst following the company or the portfolio manager of a Fund holding the security. Loomis Sayles' Proxy Committee has established these routine policies in what it believes are the best investment interests of Loomis Sayles' clients.
The specific responsibilities of the Proxy Committee include (1) the development, authorization, implementation and update of the Procedures, including an annual review of the Procedures, existing voting guidelines and the proxy voting process in general, (2) oversight of the proxy voting process including oversight of the vote on proposals according to the predetermined policies in the voting guidelines, directing the vote on proposals where there is reason not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration, and consultation with the portfolio managers and analysts for the Fund holding the security when necessary or appropriate, and (3) engagement and oversight of third-party vendors, including Proxy Voting Services.
Loomis Sayles has established several policies to ensure that proxies are voted in its clients' best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in the Procedures. Second, where these Procedures allow for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Services in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Services' recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Services' recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.
Information regarding how the Funds voted proxies related to their prospective portfolio securities during the 12-month period ended June 30, 2007 is available on the Funds' website at www.loomissayles.com and (ii) on the SEC's website at www.sec.gov.
PRINCIPAL HOLDERS
The following table provides information on the principal holders of each Fund. A principal holder is a person who owns of record or beneficially 5% or more of any class of a Fund's outstanding securities. Information provided in this table is as of January 4, 2008.*
To the extent that any shareholder listed below beneficially owns more than 25% of a Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the affirmative vote of holders of a plurality or majority of the Fund's shares without the approval of the controlling shareholder.
Fund Shareholder and Address Percentage of Shares Held ---- ---------------------------------- ------------------------- LOOMIS SAYLES FIXED INCOME FUND Institutional Somerville Retirement System 7.16% Attn: John Rourke Chairman 50 Evergreen Ave City Hall Annex Somerville, MA 02145-2819 Massachusetts Water Resources 7.48% Authority Retirement System Attn: Ruth O'Meara 2 Griffin Way Chelsea, MA 02150-3334 Jewish Federation of Metro 7.24% Chicago 30 S. Wells St. Chicago, IL 60606-5056 Straffe & Co 5.42% FAO LA State Police Ret Loomis Sayles P.O. Box 160 Westerville, OH 43086-0160 Covenant Ministries of 5.98% Benevolence 5145 N California Ave. Chicago, IL 60625-3661 LOOMIS SAYLES INSTITUTIONAL HIGH INCOME FUND Institutional Benefit Trust Co. 11.78% FBO PHH Investments 5901 College Blvd. Ste 100 Leawood, KS 66211-1834 Charles Schwab & Co., Inc 9.78% Attn: Mutual Fund Dept. 101 Montgomery St. San Francisco, CA 94104-4151 |
Fund Shareholder and Address Percentage of Shares Held ---- ---------------------------------- ------------------------- Turtle & Co. 9.69% PO Box 5489 Boston, MA 02206-5489 AST Trust Company Cust 8.44% FBO CTGR High Yield Bond P.O. Box 52129 Phoenix AZ 85072-2129 Meadows Securities Company 5.87% As Nominee 80 E Market St Ste 300 Corning, NY 14830-2722 Daniel J. Fuss 6.61% 44 Longfellow Road Wellesley, MA 02481 Brookline Contributory 5.43% Retirement System 333 Washington St. Brookline, MA 02445-6853 Worcester Polytechnic Institute 5.04% Attn: Sylvia Cucinotta, Associate Treasurer 100 Institute Road Worcester, MA 01609-2280 LOOMIS SAYLES INTERMEDIATE DURATION FIXED INCOME FUND Institutional Curry College 36.17% 1071 Blue Hill Ave. Milton, MA 02186-2395 Trustees of Clark University 26.05% Attn: James Collins 950 Main St Worcester, MA 01610-1477 Youngstown Area Jewish 20.09% Federation Attn: Debbie Grinstein 505 Gypsy Ln. Youngstown, OH 44504-1314 LOOMIS SAYLES INVESTMENT GRADE FIXED INCOME FUND Institutional Bost & Co 17.10% Mellon Bank NA Mutual Funds Department P.O. Box 3198 Pittsburgh, PA 15230-3198 |
Fund Shareholder and Address Percentage of Shares Held ---- ----------------------------------- ------------------------- Wells Fargo Bank Cust 13.97% FBO Pueblo of Laguna General Fund 330 W. Sahara Ave. #106 Las Vegas, NV 89102 Braintree Contributory Retirement 10.77% System Attn: Jeanne Martineau 74 Pond St., Floor 2 Braintree, MA 02184-5337 Northern Trust Co. Cust 10.12% FBO Anne Ray Charitable Trust PO Box 92956 Chicago, IL 60675-2956 Greater Rochester Health Foundation 7.46% 501 (C) 3 Corp 150 State Street Suite 100 Rochester, NY 14614-1353 Strafe & Co 5.43% FBO SGC Assoc Pen Pl Mutual Fds LP P.O. Box 160 Westerville, OH 43086-0160 The Northern Trust Corporation Agen 5.21% FBO Akaloa Resource FDTN FXD Inc, PO Box 92956 Chicago, IL 60675-0001 |
Management Ownership
As of record on January 4, 2008, the officers and trustees of the Trust collectively owned less than 1% of the then outstanding shares of the Funds, except that the officers and trustees of the Trust owned beneficially % of the Loomis Sayles Institutional High Income Fund. The amounts include shares held by the Loomis Sayles Employees' Profit Sharing Plan (the "Profit Sharing Plan") or the Loomis Sayles Funded Pension Plan (the "Pension Plan").
As of January 4, 2008, the Profit Sharing Plan owned the following percentages of the outstanding Institutional Class shares of the indicated Funds: 3.43% of Loomis Sayles Institutional High Income and 1.71% of Loomis Sayles Intermediate Duration Fixed Income Fund. The Profit Sharing Plan owned less than 1% of the outstanding shares of the Loomis Sayles Fixed Income Fund and Loomis Sayles Investment Grade Fixed Income Fund.
As of January 4, 2008, the Pension Plan owned less than 1% of the outstanding Institutional Class shares of the Loomis Sayles Fixed Income Fund, Loomis Sayles Institutional High Income Fund, Loomis Sayles Intermediate Duration Fixed Income Fund and Loomis Sayles Investment Grade Fixed Income Fund.
The trustee of the Pension Plan and Profit Sharing Plan is Charles Schwab Trust Company. The Pension Plan's Advisory Committee, which is composed of the same individuals listed below as trustees of the Profit Sharing Plan, has the sole voting and investment power with respect to the Pension Plan's shares. The trustees of the Profit Sharing Plan are John DeBeer, Stephanie Lord, Teri Mason, Richard Skaggs, Timothy Hunt, Greg O'Hara, John McGraw, Paul Sherba, John Russell and Kurt Wagner. Except for Timothy Hunt, John DeBeer and John McGraw, each member of the Advisory Committee is an officer and employee of Loomis Sayles. Plan participants are entitled to exercise investment and voting power over shares owned of record by the Profit Sharing Plan. Shares not voted by participants are voted in the same proportion as the shares voted by the voting participants. The address for the Profit Sharing Plan and the Pension Plan is One Financial Center, Boston, Massachusetts.
INVESTMENT ADVISORY AND OTHER SERVICES
Advisory Agreements. Under each advisory agreement, Loomis Sayles manages the investment and reinvestment of the assets of the relevant Fund and generally administers its affairs, subject to supervision by the Board of Trustees of the Trust. Loomis Sayles furnishes, at its own expense, all necessary office space, facilities and equipment, services of executive and other personnel of the Funds, and certain administrative services. For these services, the advisory agreements provide that each Fund shall pay Loomis Sayles a monthly investment advisory fee at the following annual percentage rates of the particular Fund's average daily net assets:
Fund Rate ---- ---- Loomis Sayles Fixed Income Fund 0.50% Loomis Sayles Institutional High Income Fund 0.60% Loomis Sayles Intermediate Duration Fixed Income Fund 0.25% Loomis Sayles Investment Grade Fixed Income Fund 0.40% |
The Funds pay all expenses not borne by the adviser including, but not limited to, the charges and expenses of the Funds' custodian and transfer agent, independent registered public accounting firm, legal counsel for the Funds, legal counsel for the Trust's Independent Trustees, 12b-1 fees, all brokerage commissions and transfer taxes in connection with portfolio transactions, all taxes and filing fees, the fees and expenses for registration or qualification of its shares under federal and state securities laws, all expenses of shareholders' and trustees' meetings and of preparing, printing and mailing reports to shareholders and the compensation of trustees who are not directors, officers or employees of the Funds' adviser, or its affiliates, other than affiliated registered investment companies.
Each advisory agreement provides that it will continue from year to year if its continuance is approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the relevant Fund and (ii) by vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.
Each advisory agreement may be terminated without penalty by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the relevant Fund, upon 60 days' written notice, or by the Fund's adviser upon 90 days' written notice. Each advisory agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Each advisory agreement provides that Loomis Sayles shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.
Pursuant to the advisory agreements described above, Loomis Sayles received the following amounts of investment advisory fees from Funds (before fee reductions and expense assumptions) and bore the following amounts of fee reductions and expense assumptions for the Funds during the periods shown below. These amounts include amounts paid by the Fund's predecessors.
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended 9/30/05 9/30/06 9/30/07 --------------------- -------------------- -------------------- Advisory Fee Advisory Fee Advisory Fee Fund Fees Reductions Fees Reductions Fees Reductions ---- ---------- ---------- ---------- ---------- ---------- ---------- Loomis Sayles Fixed Income Fund $1,946,050 $11,427 $2,205,077 $- $2,595,365 $- Loomis Sayles Institutional High Income $ 592,394 $74,176 $ 773,560 $-* $ 983,156 $- Fund Loomis Sayles Intermediate Duration $ 104,740 $90,431 $ 102,941 $-* $ 92,139 $-* Fixed Income Fund Loomis Sayles Investment Grade Fixed $ 733,210 $50,043 $ 715,291 $- $ 817,267 $- Income Fund |
* In addition to the reduction of management fees, class level and other expenses have been reimbursed as indicated below.
The table below shows the class level and other expenses of the Funds that were reimbursed for the fiscal years ended September 30, 2005, September 30, 2006 and September 30, 2007.
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Fund 9/30/05 9/30/06 9/30/07 ---- ----------------- ----------------- ----------------- Loomis Sayles Institutional High Income Fund............ $-- $47,210 $ -- Loomis Sayles Intermediate Duration Fixed Income Fund.. $-- $91,592 $76,556 |
Loomis Sayles has given a binding contractual undertaking (for all classes of the Funds in the table below) to reduce the advisory fees and, if necessary, to bear certain expenses related to operating the Funds in order to limit their expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses to the annual rates indicated below. The undertaking will be in effect through January 31, 2009 and will be reevaluated on an annual basis. Loomis Sayles will be permitted to recover on a class by class basis, expenses it has borne through the undertaking described above to the extent a class's expenses in later periods fall below the annual rates set forth in the relevant undertaking.
Loomis Sayles will not be entitled to recover any such reduced fees more than one year after the end of the fiscal year in which the fee/expense was incurred.
Fund Expense Limit Date of Undertaking ---- ------------- ------------------- Loomis Sayles Fixed Income Fund Institutional Class................................. 0.65% February 1, 2008 Loomis Sayles Institutional High Income Fund Institutional Class................................. 0.75% February 1, 2008 Loomis Sayles Intermediate Duration Fixed Income Fund Institutional Class................................. 0.40% February 1, 2008 Loomis Sayles Investment Grade Fixed Income Fund Institutional Class................................. 0.55% February 1, 2008 |
In addition to serving as investment adviser to each series of the Trust, Loomis Sayles also acts as investment adviser to certain series of Natixis Funds Trust I ), Natixis Funds Trust II and Loomis Sayles Funds II, each a registered open-end management investment company. Loomis Sayles also serves as subadviser to a number of other open-end management companies and provides investment advice to numerous other corporate and fiduciary clients.
Information About the Organization and Ownership of the Adviser of the Fund
Loomis Sayles is a registered investment adviser whose origins date back to 1926. An important feature of the Loomis Sayles investment approach is its emphasis on investment research. Recommendations and reports of the Loomis Sayles research department are circulated throughout the Loomis Sayles organization and are available to the individuals in the Loomis Sayles organization who are responsible for making investment decisions for the Funds' portfolios as well as numerous other institutional and individual clients to which Loomis Sayles provides investment advice. Loomis Sayles is a limited partnership whose sole general partner, Loomis, Sayles & Company, Inc., is a wholly-owned subsidiary of Natixis
Asset Management Holdings LLC (formerly IXIS Asset Management Holdings LLC ("Natixis Holdings"), which in turn is a wholly-owned subsidiary of Natixis Asset Management US Group, L.P. (formerly IXIS Asset Management US Group, L.P). Natixis Asset Management owns the entire limited partnership interest in Loomis Sayles.
Natixis Asset Management US Group L.P. (formerly, IXIS Asset Management US Group L.P.).; herein referred to as "Natixis US") is part of Natixis Asset Management Group (formerly IXIS Asset Management Group), an international asset management group based in Paris, France. Natixis Asset Management Group is ultimately owned principally, directly or indirectly, by four large French financial services entities: Natixis (formerly Natexis Banques Populaires), an investment banking and financial services firm; the Caisse Nationale des Caisses d'Epargne ("CNCE"), a financial institution owned by French regional savings banks known as the Caisses d'Epargne and by CDC (as defined below); the Banque Federale des Banques Populaires ("BFBP"), a financial institution owned by regional cooperative banks known as the Banques Populaires; and CNP Assurances, a large French life insurance company. In addition, the Caisse des Depots et Consignations ("CDC"), a public sector financial institution created by the French government in 1816, is a shareholder in both CNCE and CNP Assurances, although it is contemplated that its interest in CNCE will be repurchased by CNCE in the near future. The registered address of Natixis is 45, rue Saint-Dominique, 75007 Paris, France. The registered address of CNCE is 5, rue Masseran, 75007 Paris, France. The registered address of BFBP is 5, rue Leblanc, 75011 Paris, France. The registered address of CNP Assurances is 4, place Raoul Dautry, 75015 Paris, France. The registered address of CDC is 56, rue de Lille, 75007 Paris, France.
Allocation of Investment Opportunity Among Series of the Natixis Funds trusts and Loomis Sayles Funds trusts (the "Funds") and Others Investors Managed by the Adviser
Loomis Sayles has organized its business into two investment groups: The Fixed Income Group, and the Equity Group. The Fixed Income Group and the Equity Group make investment decisions for the funds managed by Loomis Sayles. The groups make investment decisions independently of one another. These groups also have responsibility for the management of other client portfolios. The other investment companies and clients served by Loomis Sayles' investment platforms sometimes invest in securities in which the funds (or segments thereof) advised or subadvised by Loomis Sayles also invest. If one of these funds and such other clients advised or subadvised by the same investment group of Loomis Sayles desire to buy or sell the same portfolio securities at or about the same time, the respective group allocates purchases and sales, to the extent practicable, on a pro rata basis in proportion to the amount desired to be purchased or sold for each fund or client advised or subadvised by that investment group. It is recognized that in some cases the practices described in this paragraph could have a detrimental effect on the price or amount of the securities which each of the funds purchases or sells. In other cases, however, it is believed that these practices may benefit the relevant Fund.
Distribution Agreement
Under agreements with the Trust (the "Distribution Agreements"), Natixis Distributors L.P., 399 Boylston St., Boston, Massachusetts 02116 , serves as the general distributor of each class of shares of the Funds, a role it assumed on July 1, 2003. Previously, the Distributor served as principal underwriter of the Funds. Under the Distribution Agreements, the Distributor is not obligated to sell a specific number of shares. The Distributor bears the cost of making information about the Funds available through advertising and other means and the cost of printing and mailing the Prospectus to persons other than shareholders. The Funds pay the cost of registering and qualifying their shares under state and federal securities laws and the distribution of the Prospectus to existing shareholders.
Each Distribution Agreement may be terminated at any time with respect to the relevent Fund on 60 days' written notice to the Distributor by vote of a majority of the outstanding voting securities of the Fund or by vote of a majority of the trustees who are not "interested persons" of the Trust, as that term is defined in the 1940 Act. Each Distribution Agreement also may be terminated by the Distributor on 90 days' written notice to the
Trust, and will automatically terminate in the event of its "assignment," as that term is defined in the 1940 Act. In each such case, such termination will be without payment of any penalty.
The Distribution Agreements will continue in effect for successive one-year periods with respect to each Fund, provided that each such continuance is specifically approved (i) by the vote of a majority of the entire Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of the trustees who are not "interested persons," as that term is defined in the 1940 Act, of the Trust or the Distributor, in each case cast in person at a meeting called for that purpose.
Other Services
Natixis Advisors performs certain accounting and administrative services for
the Funds pursuant to an Administrative Services Agreement dated January 1,
2005, as amended from time to time (the "Administrative Agreement"). Under the
Administrative Agreement, Natixis provides the following services to the Funds:
(i) personnel that perform bookkeeping, accounting, internal auditing and
financial reporting functions and clerical functions relating to the Funds,
(ii) services required in connection with the preparation of registration
statements and prospectuses, registration of shares in various states,
shareholder reports and notices, proxy solicitation material furnished to
shareholders of the Funds or regulatory authorities and reports and
questionnaires for SEC compliance, and (iii) the various registrations and
filings required by various regulatory authorities.
For the fiscal period from October 1, 2004 through December 31, 2005, pursuant to an Administrative Services Agreement between Natixis Services and the Trust, Natixis Services was reimbursed or was paid by the Funds the following amounts:
Period from October 1, 2004 through December 31, 2004 ---------------- Loomis Sayles Fixed Income Fund............................. $59,744 Loomis Sayles Institutional High Income Fund................ $16,127 Loomis Sayles Intermediate Duration Fixed Income Fund....... $ 5,663 Loomis Sayles Investment Grade Fixed Income Fund............ $29,394 |
For the period from January 1, 2005 through September 30, 2005, the fiscal years ended September 30, 2006 and September 30, 2007, pursuant to the Administrative Services Agreement between Natixis and the Trust, Natixis was reimbursed or was paid by the Trust, on behalf of the Funds, the following amounts:
Period from January 1, Fiscal Year Fiscal Year 2005 through Ended Ended September 30, September 30, September 30, 2005 2006 2007 ------------- ------------- ------------- Loomis Sayles Fixed Income Fund...... $193,690 $217,268 $286,787 Loomis Sayles Institutional High Income Fund........................ $ 48,163 $ 67,242 $ 90,887 Loomis Sayles Intermediate Duration Fixed Income Fund.................. $ 18,131 $ 20,081 $ 20,507 Loomis Sayles Investment Grade Fixed Income Fund........................ $ 89,963 $ 89,261 $113,084 |
Transfer Agency Services
Pursuant to a contract between the Trust, on behalf of the Funds, and Boston Financial Data Services, Inc. ("Boston Financial"), whose principal business address is Two Heritage Drive, Quincy, Massachusetts, 02171, Boston Financial acts as shareholder servicing and transfer agent for the Funds and is responsible for services in connection with the establishment, maintenance and recording of shareholder accounts, including all related tax and other reporting requirements and the implementation of investment and redemption arrangements offered in connection with the sale of the Funds' shares.
Fiscal Year Ended September 30, 2005 ------------------ Loomis Sayles Fixed Income Fund........................... $24,963 Loomis Sayles Institutional High Income Fund.............. $18,876 Loomis Sayles Intermediate Duration Fixed Income Fund..... $17,551 Loomis Sayles Investment Grade Fixed Income Fund.......... $18,509 |
Custodial Arrangements
State Street Bank and Trust Company ("State Street Bank"), One Lincoln Street, Boston, Massachusetts, 02111, is the Trust's custodian. As such, State Street Bank holds in safekeeping certificated securities and cash belonging to the Funds and, in such capacity, is the registered owner of securities held in book entry form belonging to the Funds. Upon instruction, State Street Bank receives and delivers cash and securities of the Funds in connection with Fund transactions and collects all dividends and other distributions made with respect to Fund portfolio securities. State Street Bank also maintains certain accounts and records of the Funds and calculates the total net asset value, total net income, and net asset value per share of each Fund on a daily basis.
Independent Registered Public Accounting Firm
The Funds' independent registered public accounting firm is PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts 02110. The independent registered public accounting firm conducts an annual audit of the Funds' financial statements, assists in the review of federal and state income tax returns and consults with the Funds as to matters of accounting and federal and state income taxation. The financial highlights in the Prospectus for the Funds, and the financial statements contained in the Funds' annual reports for the year ended September 30, 2007 and incorporated by reference into this Statement, have been so included in reliance on the reports of the Trust's independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Counsel to the Funds
Ropes & Gray LLP, located at One International Place, Boston, MA 02110,
serves as counsel to the Funds.
PORTFOLIO MANGEMENT INFORMATION
Portfolio Managers' Management of Other Accounts
As of September 30, 2007, the Portfolio Managers of the Funds managed other accounts in addition to managing the Funds. The following table provides information on the other accounts managed by each Portfolio Manager.
Registered Investment Other Pooled Investment Companies Vehicles Other Accounts ------------------------------ ----------------------------- -------------------------------- Other Advisory fee Other Advisory fee Other Advisory fee Accounts is based on Accounts is based on Accounts is based on Managed performance Managed performance Managed performance ----------------- ------------ ---------------- ------------ ----------------- -------------- # of Total # of Total # of Total # of Total # of Total # of Total Name of Portfolio Manager Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets ------------------------- ----- ----------- ----- ------ ----- ---------- ----- ------ ----- ----------- ----- -------- Neil Burke............... 1 $ 31 mil 0 $0 0 $ 0 0 $0 56 $ 2,569 mil 1 $ 93 mil Matthew J. Eagan......... 10 $28.070 mil 0 $0 1 $ 128 mil 0 $0 55 $ 3,133 mil 1 $294 mil Daniel J. Fuss........... 15 $30,466 mil 0 $0 4 $ 485 mil 0 $0 81 $10,315 mil 4 $892 mil Kathleen C. Gaffney...... 10 $28,070 mil 0 $0 0 $ 0 0 $0 66 $ 5,055 mil 1 $197 mil Steven J. Kaseta......... 2 $ 2,292 mil 0 $0 4 $1,776 mil 0 $0 45 $ 8,755 mil 0 $ 0 Richard Raczkowski....... 2 $ 250 mil 0 $0 2 $ 52 mil 0 $0 48 $ 1,499 mil 2 $667 mil Clifton V. Rowe.......... 6 $ 563 mil 0 $0 1 $ 202 mil 0 $0 53 $ 2,886 mil 0 $ 0 Elaine Stokes............ 14 $30,124 mil 0 $0 0 $ 0 0 $0 56 $ 1,959 mil 1 $197 mil |
Material Conflicts of Interest
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees or, accounts of affiliated companies. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account's availability of other comparable investment opportunities and Loomis Sayles' desire to treat all accounts fairly and equitably over time. The goal of Loomis Sayles is to meet its fiduciary obligation with respect to all clients. In addition, Loomis Sayles maintains trade allocation and aggregation policies and procedures to address of these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells short for some accounts while buying it for others and through the use of "soft dollar arrangements," which are discussed in the section "Portfolio Transactions and Brokerage."
Portfolio Managers' Compensation
The following describes the structure of, and the method used to determine, the compensation of each of the above-listed portfolio managers as of September 30, 2007:
Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager's base salary or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit growth of the firm, profit growth of the manager's business unit and team commitment. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the department's Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed income managers is measured by comparing the performance of the Loomis Sayles institutional composite (pre-tax and net of fees) in the manager's style to the performance of an external benchmark and a customized peer group. The external benchmark used for the investment style utilized by each fund is noted in the table below:
FUND MANAGER BENCHMARK ---- ----------------- Loomis Sayles Fixed Income Fund Lehman Government/Credit Index Loomis Sayles Institutional High Lehman High Yield Index Income Fund Loomis Sayles Intermediate Lehman Intermediate Government/Credit Index Duration Fixed Income Fund Loomis Sayles Investment Grade Lehman Aggregate Index Fixed Income Fund |
The customized peer group is created by the firm and is made up of institutional managers in the particular investment style. A manager's relative performance for the past five years is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, the firm analyzes the five-year
performance on a rolling three-year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative asset size of accounts represented in each product.
Loomis Sayles uses both an external benchmark and a customized peer group as measuring sticks for fixed income manager performance because it believes they represent an appropriate combination of the competitive fixed income product universe and the investment styles offered by the firm.
Mr. Fuss's compensation is also based on his overall contributions to the firm in his various roles as Senior Portfolio Manager, Vice Chairman and Director. As a result of these factors, the contribution of investment performance to Mr. Fuss' total variable compensation may be significantly lower than the percentage reflected above.
General
Mutual funds are not included in the firm's composites, so unlike other managed accounts, fund performance and asset size do not directly contribute to this calculation. However, each fund managed by the firm employs strategies endorsed by the firm and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite.
Loomis Sayles has developed and implemented a long-term incentive plan to attract and retain investment talent. The plan supplements existing compensation. This plan has several important components distinguishing it from traditional equity ownership plans:
. the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold;
. upon retirement, a participant will receive a multi-year payout for his or her vested units; and
. participation is contingent upon signing an award agreement, which includes a non-compete covenant.
Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan is initially offered to portfolio managers and over time the scope of eligibility is likely to widen. Management has full discretion over what units are issued and to whom.
Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the firm prior to May 1, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
Portfolio Managers' Ownership of Fund Shares
As of September 30, 2007, the Portfolio Managers had the following ownership in the Funds:
Dollar Range of Equity Name of Portfolio Manager Fund(s) Managed Securities Invested ------------------------- --------------- ---------------------- Neil Burke Loomis Sayles Intermediate Duration C Fixed Income Fund Matthew Eagan Loomis Sayles Fixed Income Fund A Loomis Sayles Investment Grade Fixed B Income Fund Loomis Sayles Institutional High E Income Fund Daniel Fuss Loomis Sayles Fixed Income Fund G Loomis Sayles Institutional High G Income Fund Loomis Sayles Investment Grade Fixed B Income Fund Kathleen Gaffney Loomis Sayles Fixed Income Fund A Loomis Sayles Investment Grade Fixed B Income Fund Loomis Sayles Institutional High D Income Fund Steve Kaseta Loomis Sayles Investment Grade Fixed B Income Fund Richard Raczkowski Loomis Sayles Intermediate Duration C Fixed Income Fund Clifton Rowe Loomis Sayles Intermediate Duration C Fixed Income Fund Elaine Stokes Loomis Sayles Fixed Income Fund A Loomis Sayles Investment Grade Fixed A Income Fund Loomis Sayles Institutional High E Income Fund |
-------- A. None E. $100,001 - $500,000 B. $1 - 10,000 F. $500,001 - $1,000,000 C. $10,001 - $50,000 G. over $1,000,000 |
D. $50,001 - $100,000
There are various reasons why a Portfolio Manager may not own shares of the Fund he or she manages. One reason is that the Fund's investment objectives and strategies may not match those of the Portfolio Manager. Administrative reasons (such as facilitating compliance with the adviser's code of ethics) also may explain why a Portfolio Manager has chosen not to invest in a Loomis Sayles Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE
In placing orders for the purchase and sale of equity securities, Loomis Sayles selects only brokers that it believes are financially responsible, will provide efficient and effective services in executing, clearing and settling an order and will charge commission rates that, when combined with the quality of the foregoing services, will produce the best price and execution for the transaction. This does not necessarily mean that the lowest available brokerage commission will be paid. However, the commissions are believed to be competitive with generally prevailing rates. Loomis Sayles will use its best efforts to obtain information as to the general level of commission rates being charged by the brokerage community from time to time and will evaluate the overall reasonableness of brokerage commissions paid on transactions by reference to such data. In making such evaluation, all factors affecting liquidity and execution of the order, as well as the amount of the capital commitment by the broker in connection with the order, are taken into account.
Subject to the overriding objective of obtaining the best possible execution of orders, the Funds' adviser may allocate brokerage transactions to affiliated brokers. Any such transactions will comply with Rule 17e-1 under the 1940 Act. In order for the affiliated broker to effect portfolio transactions for the Funds, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees and other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period. Furthermore, the Trust's Board of Trustees, including a majority of the Independent Trustees, have adopted procedures that are reasonably designed to provide that any commissions, fees or other remuneration paid to an affiliated broker are consistent with the foregoing standard.
Generally, Loomis Sayles seeks to obtain quality executions at favorable security prices and at competitive commission rates, where applicable, through brokers and dealers who, in Loomis Sayles' opinion, can provide the best overall net results for its clients. Transactions in unlisted equity securities (including NASDAQ securities) are frequently executed through a primary market maker but may also be executed on an Electronic Communication Network (ECN), Alternative Trading System (ATS), or other execution system. Fixed income securities are generally purchased from the issuer or a primary market maker acting as principal on a net basis with no brokerage commission paid by the client. Such securities, as well as equity securities, may also be purchased from underwriters at prices which include underwriting fees.
Commissions and Other Factors in Broker or Dealer Selection
Loomis Sayles uses its best efforts to obtain information as to the general
level of commission rates being charged by the brokerage community from time to
time and to evaluate the overall reasonableness of brokerage commissions paid
on client portfolio transactions by reference to such data. In making this
evaluation, all factors affecting liquidity and execution of the order, as well
as the amount of the capital commitment by the broker or dealer, are taken into
account. Other relevant factors may include, without limitation: (a) the
execution capabilities of the brokers and/or dealers, (b) research and other
products or services (as described under "Soft Dollars" below) provided by such
brokers and/or dealers which are expected to enhance Loomis Sayles' general
portfolio management capabilities, (c) the size of the transaction, (d) the
difficulty of execution, (e) the operations facilities of the brokers and/or
dealers involved, (f) the risk in positioning a block of securities, and
(g) the quality of the overall brokerage and research services provided by the
broker or dealer.
Soft Dollars
Loomis Sayles' receipt of brokerage and research products or services may sometimes be a factor in Loomis Sayles' selection of a broker or dealer to execute transactions for a Fund where Loomis Sayles believes that the broker or dealer will provide quality execution of the transactions. Such brokerage and research products or services may be paid for with Loomis Sayles' own assets or may, in connection with transactions effected for client accounts for which Loomis Sayles exercises investment discretion, be paid for with client commissions (the latter, sometimes referred to as Soft Dollars).
Loomis Sayles will only acquire research and brokerage products and services
that are deemed to qualify as eligible products and services under the safe
harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended.
Eligible research services and products that may be acquired by Loomis Sayles
are those products and services that provide advice, analysis or reports that
will aid Loomis Sayles in carrying out its investment decision-making
responsibilities. Eligible research must reflect the expression of reasoning or
knowledge (having inherently intangible and non-physical attributes) and may
include the following research items: traditional research reports; discussions
with research analysts and corporate executives; seminars or conferences;
financial and economic publications that are not targeted to a wide public
audience; software that provides analysis of securities portfolios; market
research including pre-trade and post-trade analytics; and market data.
Eligible brokerage services and products that may be acquired by Loomis Sayles
are those services or products that (i) are required to effect securities
transactions; (ii) perform functions incidental to securities transactions; or
(iii) is a service that is required by an applicable Self-Regulatory
Organization or SEC rule(s). The brokerage and research products or services
provided to Loomis Sayles by a particular broker or dealer may include both
(a) products and services created by such broker or dealer and (b) products and
services created by a third party.
If Loomis Sayles receives a particular product or service that both aids it in carrying out its investment decision-making responsibilities (i.e., a "research use") and provides non-research related uses, Loomis Sayles will make a good faith determination as to the allocation of the cost of such "mixed-use item" between the research and non-research uses and will only use Soft Dollars to pay for the portion of the cost relating to its research use.
In connection with Loomis Sayles' use of Soft Dollars, a Fund may pay a broker or dealer an amount of commission for effecting a transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Loomis Sayles determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research products or services received, either in terms of the particular transaction or Loomis Sayles' overall responsibility to discretionary accounts.
Loomis Sayles may use Soft Dollars to acquire brokerage or research products and services that have potential application to all client accounts including the Funds or to acquire brokerage or research products and services that will be applied in the management of a certain group of client accounts and, in some cases, may not be used with respect to the Funds. The products or services may not be used in connection with the management of some of the accounts including the Funds that paid commissions to the broker or dealer providing the products or services and may be used in connection with the management of other accounts.
Loomis Sayles' use of Soft Dollars to acquire brokerage and research products and services benefits Loomis Sayles by allowing it to obtain such products and services without having to purchase them with its own assets. Loomis Sayles believes that its use of Soft Dollars also benefits the Funds as described above. However, conflicts may arise between a Fund's interest in paying the lowest commission rates available and Loomis Sayles' interest in receiving brokerage and research products and services from particular brokers and dealers without having to purchase such products and services with Loomis Sayles' own assets.
For purposes of this Soft Dollars discussion, the term "commission" may include (to the extent applicable) both commissions paid to brokers in connection with transactions effected on an agency basis and markups, markdowns, commission equivalents, or other fees paid to dealers in connection with certain transactions as encompassed by relevant SEC interpretations. Loomis Sayles does not generate "Soft Dollars" on fixed-income transactions.
Brokerage Commissions
The Loomis Sayles Fixed Income Fund, Loomis Sayles Institutional High Income Fund, and Loomis Sayles Investment Grade Fixed Income Fund paid $28,473, $1,708 and $2,650, respectively, in brokerage commissions during the fiscal year ended September 30, 2005. The Loomis Sayles Fixed Income Fund, Loomis Sayles Institutional High Income Fund, and Loomis Sayles Investment Grade Fixed Income Fund paid $1,569, $7,131 and $135, respectively, in brokerage commissions during the fiscal year ended September 30, 2006. The Loomis Sayles Fixed Income Fund, Loomis Sayles Institutional High Income Fund and Loomis Sayles Investment Grade Fixed Income Fund paid $3,743, $5,136, and $470, respectively, in brokerage commissions during the fiscal year ended September 30, 2007.
Regular Broker-Dealers
The table below presents information regarding the securities of the Funds' "regular broker-dealers"* (or the parent of the regular broker-dealer) that were held by the Funds as of September 30, 2007.
Fund Market Value ---- ------------ Loomis Sayles Fixed Income Fund Bank of America Corp. $ 474,505 Barclays Bank $10,165,061 JP Morgan Chase & Co. $14,321,171 Loomis Sayles Institutional High Income Fund Barclays Bank $ 1,841,427 JP Morgan Chase & Co. $ 2,733,988 Loomis Sayles Intermediate Duration Fixed Income Fund Bank of America Corp. $ 1,156,311 Citicorp $ 255,310 Goldman Sachs Group $ 305,625 Bear Sterns $ 259,763 JP Morgan Chase & Co. $ 865,191 Merrill Lynch & Co. $ 757,128 Morgan Stanley $ 841,924 Lehman Brothers $ 359,910 Loomis Sayles Investment Grade Fixed Income Fund Barclays Bank $ 5,765,227 Citigroup $ 156,069 Morgan Stanley $ 1,409,002 Merrill Lynch $ 802,330 Lehman Brothers $ 224,615 JP Morgan Chase & Co. $ 6,423,458 |
* "Regular Broker-Dealers" are defined by the SEC as: (a) one of the 10 brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in the company's portfolio transactions during the company's most recent fiscal year; (b) one of the 10 brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the investment company during the company's most recent fiscal year; or (c) one of the 10 brokers or dealers that sold the largest dollar amount of securities of the investment company during the company's most recent fiscal year.
General
Subject to procedures adopted by the Board of Trustees of the Trust, a Fund's brokerage transactions may be executed by brokers that are affiliated with Natixis Asset Management US Group or Loomis Sayles. Any such transactions will comply with Rule 17e-1 under the 1940 Act, or other applicable restrictions as permitted by the SEC pursuant to exemptive relief or otherwise.
Under the 1940 Act, persons affiliated with the Trust are prohibited from dealing with the Trust's funds as a principal in the purchase and sale of securities. Since transactions in the over-the-counter market usually involve transactions with dealers acting as principals for their own accounts, affiliated persons of the Trust may not serve as the funds' dealer in connection with such transactions.
To the extent permitted by applicable law, and in all instances subject to the foregoing policy of best execution, the adviser may allocate brokerage transactions to broker-dealers (including affiliates of the Distributor) that have entered into arrangements in which the broker-dealer allocates a portion of the commissions paid by the Fund toward the reduction of the Fund's expenses.
It is expected that the portfolio transactions in fixed-income securities will generally be with issuers or dealers on a net basis without a stated commission. Securities firms may receive brokerage commissions on transactions involving options, futures and options on futures and the purchase and sale of underlying securities upon exercise of options. The brokerage commissions associated with buying and selling options may be proportionately higher than those associated with general securities transactions.
DESCRIPTION OF THE TRUST
The Declaration of Trust currently permits the trustees to issue an unlimited number of full and fractional shares of each series of the Trust. Each share of each Fund represents an equal proportionate interest in such Fund with each other share of that Fund and is entitled to a proportionate interest in the dividends and distributions from that Fund. The shares of each Fund do not have any preemptive rights. Upon termination of any Fund, whether pursuant to liquidation of the Trust or otherwise, shareholders of that Fund are entitled to share pro rata in the net assets of that Fund available for distribution to shareholders. The Declaration of Trust also permits the trustees to charge shareholders directly for custodial, transfer agency and servicing expenses.
The assets received by each Fund for the issue or sale of its shares and all income, earnings, profits, losses, and proceeds therefrom, subject only to the rights of creditors, are allocated to, and constitute the underlying assets of, that Fund. The underlying assets of a Fund are segregated and are charged with the expenses with respect to that Fund and with a share of the general expenses of the Trust. Any general expenses of the Trust that are not readily identifiable as belonging to a particular Fund are allocated by or under the direction of the trustees in such manner as the trustees determine to be fair and equitable. While the expenses of the Trust are allocated to the separate books of account of each Fund, certain expenses may be legally chargeable against the assets of all Funds in the Trust.
The Declaration of Trust also permits the trustees, without shareholder approval, to subdivide any series of shares or Fund into various classes of shares with such dividend preferences and other rights as the trustees may designate. The trustees may also, without shareholder approval, establish one or more additional separate portfolios for investments in the Trust or merge two or more existing portfolios. Shareholders' investments in such an additional or merged portfolio would be evidenced by a separate series of shares (i.e., a new "fund").
The Declaration of Trust provides for the perpetual existence of the Trust. The Trust or any Fund, however, may be terminated at any time by vote of at least two-thirds of the outstanding shares of such class. The Declaration of Trust further provides that the trustees may, also without shareholder approval, terminate the Trust or any Fund upon written notice to its shareholders.
Voting Rights
Shareholders of the Funds are entitled to one vote for each full share held (with fractional votes for each fractional share held) and may vote (to the extent provided in the relevant Declaration of Trust) on the election of trustees and the termination of the Trust and on other matters submitted to the vote of shareholders.
All classes of shares of the Funds have identical voting rights except that each class of shares has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. Each class of shares has exclusive voting rights with respect to matters pertaining to any distribution or servicing plan or agreement applicable to that class. Matters submitted to shareholder vote will be approved by each series separately except (i) when required by the 1940 Act, shares shall be voted together and (ii) when the matter does not affect all series, then only shareholders of the series affected shall be entitled to vote on the matter. Consistent with the current position of the SEC, shareholders of all series and classes vote together, irrespective of series or class, on the election of trustees and the selection of the Trust's independent registered public accounting firm, but shareholders of each series vote separately on most other matters requiring shareholder approval, such as certain changes in investment policies of that series or the approval of the investment advisory and subadvisory agreement relating to that series, and shareholders of each class within a series vote separately as to the Rule 12b-1 plan (if any) relating to that class.
There will normally be no meetings of shareholders for the purpose of electing trustees, except that, in accordance with the 1940 Act, (i) the Trust will hold a shareholders' meeting for the election of trustees at such time as less than a majority of the trustees holding office have been elected by shareholders, and (ii) if there is a vacancy on the Board of Trustees such vacancy may be filled only by a vote of the shareholders unless, after filling such vacancy by other means, at least two-thirds of the trustees holding office shall have been elected by the shareholders. In addition, trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Trust's custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares.
Upon written request by a minimum of ten holders of shares having held their shares for a minimum of six months and having a net asset value of at least $25,000 or constituting at least 1% of the outstanding shares, whichever is less, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a trustee, the Trust has undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders).
Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Shareholder voting rights are not cumulative.
The affirmative vote of a majority of shares of the Trust voted (assuming a
quorum is present in person or by proxy) is required to amend the Declaration
of Trust if such amendment (1) affects the power of shareholders to vote,
(2) amends the section of the relevant Declaration of Trust governing
amendments, (3) is one for which a vote is required by law or by the Trust's
registration statement or (4) is submitted to the shareholders by the Trustees.
If one or more new series of the Trust is established and designated by the
trustees, the shareholders having beneficial interests in the Funds shall not
be entitled to vote on matters exclusively affecting such new series, such
matters including, without limitation, the adoption of or any change in the
investment objectives, policies or restrictions of the new series and the
approval of the investment advisory contracts of the new series. Similarly, the
shareholders of the new series shall not be entitled to vote on any such
matters as they affect the Funds.
Shareholder and Trustee Liability
Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Declaration of Trust provides for indemnification out of each Fund's property for all loss and expense of any shareholder held personally liable for the obligations of the Fund by reason of owning shares of such Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote since it is limited to circumstances in which the disclaimer is inoperative and a Fund itself would be unable to meet its obligations.
The Declaration of Trust further provides that the Board of Trustees will not be liable for errors of judgment or mistakes of fact or law. However, nothing in the Declaration of Trust protects a trustee against any liability to which the 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 his or her office. The By-Laws of the Trust provide for indemnification by the Trust of trustees and officers of the Trust, except with respect to any matter as to which any such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust. Such persons may not be indemnified against any liability to the Trust or the Trust's shareholders to whom 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. The Trust offers only its own Funds' shares for sale, but it is possible that the Trust might become liable for any misstatements in a Prospectus that relate to another Trust. The trustees of the Trust have considered this possible liability and approved the use of a combined Prospectus for Funds of the Trust.
HOW TO BUY SHARES
The procedures for purchasing shares of the Funds are summarized in the Prospectuses.
REDEMPTIONS
The Funds will only accept medallion signature guarantees bearing the STAMP 2000 Medallion imprint. However, a medallion signature guarantee may not be required if the proceeds of the redemption do not exceed $50,000 and the proceeds check is made payable to the registered owner(s) and mailed to the record address or if the proceeds are going to a bank account on file. Please contact the Funds at 800-633-3330 with any questions regarding when a medallion signature guarantee is required.
If you select the telephone redemption service in the manner described in the next paragraph, Fund shares may be redeemed by calling toll free 800-633-3330. A wire fee may be deducted from the proceeds if you elect to receive the funds wired to you bank
account on record. Telephone redemption requests must be received by the close of regular trading on the New York Stock Exchange, ("NYSE"). Requests made after that time or on a day when the NYSE will receive the next business day's closing price. The proceeds of a telephone withdrawal will normally be sent within three business days following receipt of a proper redemption request, which complies with the redemption procedures established by the Funds from time to time.
In order to redeem shares by telephone, a shareholder either must select this service when completing the Fund application or must do so subsequently on the Service Options Form, which is available at www.loomissayles.com or from your investment dealer. When selecting the service, a shareholder may have their withdrawal proceeds sent to his or her bank, in which case the shareholder must designate a bank account on his or her application or Service Options Form to which the redemption proceeds should be sent as well as provide a check marked "VOID" or a deposit slip that includes the routing number of his or her bank. Any change in the bank account so designated may be made by furnishing to the Funds or your investment dealer a completed service require a medallion signature guarantee. Service Telephone redemptions by ACH or wire may only be made if the designated bank is a member of the Federal Reserve System or has a correspondent bank that is a member of the System. If the account is with a savings bank, it must have only one correspondent bank that is a member of the System. The Funds, the Distributor, State Street Bank (the Funds' custodian) and Boston Financial (the Funds' transfer agent) are not responsible for the authenticity of withdrawal instructions received by telephone, although they will apply established verification procedures. The Funds' transfer agent, as agreed to with the Funds, will employ reasonable procedures to confirm that your telephone instructions are genuine, and if it does not, it may be liable for any losses due to unauthorized or fraudulent instructions. Such verification procedures include, but are not limited to, requiring a form of personal identification prior to acting on an investor's telephone instructions and recording an investor's instructions.
Shares purchased by check or through ACH may not be available immediately for redemption to the extent that the check or ACH transaction has not yet cleared. The Funds may withhold redemption proceeds for 10 days when redemptions are made within 10 calendar days of purchase by check or through ACH.
The redemption price will be the net asset value per share next determined after the redemption request and any necessary special documentation are received by the Funds' transfer agent or your investment dealer in proper form. Payment normally will be made by State Street Bank on behalf of the Fund's within seven days thereafter. However, in the event of a request to redeem shares for which a Fund has not yet received good payment, the Funds reserve the right to withhold payments of redemption proceeds if the purchase of shares was made by a check which was deposited within fifteen calendar days prior to the redemption request (unless a Fund is aware that the check has cleared).
Each Fund will normally redeem shares for cash; however, each Fund reserves the right to pay the redemption price wholly or partly in kind if the Trust's Board of Trustees determines it to be advisable and in the interest of the remaining shareholders of a Fund. The redemptions in kind will be selected by the Fund's adviser in light of the Fund's objective and will not generally represent a pro rata distribution of each security held in the Fund's portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Funds have elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which each Fund is obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1% of the total net asset value of each Fund at the beginning of such period.
Other
The Funds have authorized one or more brokers to accept on their behalf purchase and redemption orders; such brokers are authorized to designate intermediaries to accept purchase and redemption orders on the Funds' behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker's authorized designee accepts the order. The broker's customers will receive the Funds' NAV next computed after an order is accepted by an authorized broker or the broker's authorized designee.
SHAREHOLDER SERVICES
Open Accounts
A shareholder's investment in any Fund is automatically credited to an open account maintained for the shareholder. Following each additional investment or redemption from the account initiated by an investor (with the exception of systematic investment plans), a shareholder will receive a confirmation statement disclosing the current balance of shares owned and the details of recent transactions in the account. After the close of each calendar year, each shareholder will receive a statement providing account information which may include federal tax information on dividends and distributions paid to the shareholder during the year. This statement should be retained as a permanent record. A fee may be charged for providing duplicate information.
The open account system provides for full and fractional shares expressed to three decimal places and, by making the issuance and delivery of stock certificates unnecessary, eliminates problems of handling and safekeeping, and the cost and inconvenience of replacing lost, stolen, mutilated or destroyed certificates. Certificates will not be issued for any class of shares.
The costs of maintaining the open account system are paid by the Funds, and no direct charges are made to shareholders. Although the Funds have no present intention of making such direct charges to shareholders, they reserve the right to do so. Shareholders will receive prior notice before any such charges are made.
Exchange Privilege
Institutional Class shares of the Funds may be exchanged, subject to investment minimums, for Institutional Class shares of any series of Loomis Sayles Funds II or any other series of Loomis Sayles Funds I that offers Institutional Class shares, for Class Y shares of any other series of Loomis Sayles Funds II or any Natixis Fund that offers Class Y shares or for Class A shares of the Natixis Cash Management Trust.
Exchanges may be effected by (1) making a telephone request by calling 800-633-3330, provided that a special authorization form is on file with the Trust or (2) sending a written exchange request to the Trust accompanied by an account application for the appropriate fund. The Trust reserves the right to modify this exchange privilege without prior notice. An exchange constitutes a sale of shares for federal income tax purposes on which the investor may realize a capital gain or loss.
All exchanges are subject to the eligibility requirements of the fund into which are exchanging and any other limits on sales of or exchanges into that fund. The exchange privilege may be exercised only in those states where shares of such funds may be legally sold. Each Fund reserves the right to suspend or change the terms of exchanging shares. The funds and the Distributor reserve the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive to the management of the Fund.
As stated in each Fund's Prospectus, the Funds and the Distributor reserve the right to reject any purchase or exchange order for any reason. When a purchase or exchange order is rejected, the Fund or the Distributor will send notice to the prospective investor or the investor's financial intermediary promptly after receipt of the rejected order.
Individual Retirement Accounts ("IRAs")
IRAs may be established under a prototype plan made available by Loomis Sayles. These plans may be funded with shares of any Fund. All income dividends and capital gain distributions of plan participants must be reinvested. Plan documents and further information can be obtained from Loomis Sayles.
Check with your financial or tax adviser as to the suitability of Fund shares for your retirement plan.
Transcript Requests
Transcripts of account transactions will be provided, for a fee, at the shareholders request. Transcripts for the current calendar year and the past calendar year will be provided free of charge. Requests for transcripts for periods prior to that will be subject to a fee of $10 per transcript up to a maximum of $75 per account.
NET ASSET VALUE
The method for determining the public offering price and net asset value ("NAV") per share is summarized in the Prospectus.
The total net asset value of each class of shares of a Fund (the excess of the assets of such Fund attributable to such class over the liabilities attributable to such class) is determined at the close of regular trading (normally 4:00 p.m. Eastern time) on each day that the NYSE is open for trading. The Funds do not expect to price their shares on the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Equity securities, including closed-end investment companies, and exchange traded funds for which market quotations are readily available, are valued at market value, as reported by pricing services recommended by the investment adviser and approved by the Board of Trustees. Such pricing services generally use the security last sale price on the exchange or market where primarily traded for or, if there is no reported sale during the day, the closing bid price. Securities traded on the NASDAQ Global Select Market, NASDQ Global Market and NASDQ Capital Market (collectively, the "NASDQ Market"). are valued at the NASDAQ Official Closing Price ("NOCP") or if lacking an NOCP, at the most recent bid quotation on the NASDAQ Market. Debt securities (other than short-term obligations purchased with a remaining maturity of sixty days or less) are generally valued on the basis of evaluated bids furnished to the Funds by a pricing service recommended by the investment adviser. and approved by the Board of Trustees, which service determines valuations for normal, institutional size-trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. Broker-dealer bid quotations may also be used to value debt and equity securities where a pricing service does not price a security or where a pricing service does not provide a reliable price for the security. In instances where broker-dealer bid quotations are not available, certain securities held by the Funds may be valued on the basis of a price provided by a principal market maker. Short-term obligations purchased with an original ora remaining maturity of sixty days or less are value at amortized cost, which approximates market value. Exchange traded options are valued at the average of the closing bid and ask. Futures contracts are valued at their most recent settlement price. Securities for which current market quotations are not readily available and all other assets are taken at fair value as determined in good faith by the Board of Trustees, although the actual calculations may be made by persons acting pursuant to the direction of the Board. Investments in other open-end investment companies are valued at their net asset value each day.
Generally, trading in foreign government securities and other fixed-income securities, as well as trading in equity securities in markets outside the United States, is substantially completed each day at various times prior to the close of the NYSE. Securities traded on a foreign exchange will be valued at their market price on the foreign exchange except for securities official class traded on the London Stock Exchange ("British Equities"). British Equities will be valued at the on the London Stock Exchange. The value of other securities principally traded outside the United States will be computed as of the completion of substantial trading for the day on the markets on which such securities principally trade. Securities principally traded outside the United States will generally be valued several hours before the close of regular trading on the NYSE, generally 4:00 p.m. Eastern time, when the Funds compute the net asset value of their shares. Occasionally, events affecting the value of securities principally traded outside the United States may occur between the completion of substantial trading of such securities for the day and the close of the NYSE, which events will not be reflected in the computation of a Fund's net asset value. If, in the determination of the Board of Trustees or persons acting at their direction, events materially affecting the value of a Fund's securities occur during such period, then these securities may be fair valued at the time the Fund determines its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing their securities, the Funds may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time a Fund's net asset value is calculated.
Because of fair value pricing, as described above for "Securities traded on foreign exchanges" and "All other securities," is securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value. The Funds may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the close of the NYSE. This may include situations relating to a single issue (such as a declaration of bankruptcy or a deleting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets.)
Trading in some of the portfolio securities of some of the Funds takes place in various markets outside the United States on days and at times other than when the NYSE is open for trading. Therefore, the calculation of these Funds' net asset value does not take place at the same time as the prices of many of its portfolio securities are determined, and the value of the Fund's portfolio may change on days when the Fund is not open for business and its shares may not be purchased or redeemed.
The per share net asset value of a class of a Fund's shares is computed by dividing the number of shares outstanding into the total net asset value attributable to such class. The public offering price of a share of a Fund is the next-determined net asset value.
TAXES
In General. As described in the Prospectuses, it is the policy of each Fund to pay all of its shareholders each year, as dividends, substantially all of its net investment income and to distribute at least annually all of its net realized capital gains, if any, after offsetting any capital loss carryovers.
Investment income dividends and capital gain distributions are payable in full and fractional shares of a particular Fund based upon the net asset value determined as of the close of regular trading on the NYSE on the record date for each dividend or distribution. Shareholders, however, may elect to receive their income dividends or capital gain distributions, or both, in cash. The election may be made at any time by submitting a written request directly to the Trust. In order for a change to be in effect for any dividend or distribution, it must be received by the Trust on or before the record date for such dividend or distribution.
As required by federal law, federal tax information will be furnished to each shareholder for each calendar year on or before January 31 of the succeeding year.
Taxation of Funds. Each Fund intends to elect to be treated and qualify each year as a regulated investment company under Subchapter M of the Code. In order to qualify, a Fund must, among other things, (i) derive at least 90% of its gross income in each taxable year from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (b) net income derived from interests in "qualified publicly traded partnerships" ("QPTPs") (ii) diversify its holdings so that at the end of each fiscal quarter, (a) at least 50% of the value of its total assets consists of cash, U.S. government securities, securities of other regulated investment companies, and other securities limited generally, with respect to any one issuer, to no more than 5% of the value of the Fund's total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund's total assets is invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers which a Fund controls and which are engaged in the same, similar or related trades or businesses, or in the securities of one or more QPTPs.
In general, for purposes of the 90% gross income requirement described in section (i) of the previous paragraph, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a partnership" (defined as a QTP (x) interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in (i) (a) of the prior paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a QPTP Also for purposes of meeting the diversification requirements in (ii) above, in the case of a Fund's investment in loan participations, the Fund will treat both the intermediary and the issuer of the underlying loan as an issuer.
For purposes of the diversification requirements described in (ii) above, the term "outstanding voting securities of such issuer" will include the equity securities of a QPTP.
Assuming that it qualifies for treatment as a regulated investment company, a Fund will not be subject to federal income tax on income distributed to its shareholders in a timely manner in the form of dividends (including Capital Gain Dividends, defined below). If Funds were to fail to qualify as a regulated investment company accorded special tax treatment in any taxable year, the Funds would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as dividend income. In addition, the Funds could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment.
As noted above, each Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction). If a Fund does retain any investment company taxable income, it will be subject to tax at regular corporate rates on the amount retained. Each Fund also intends to distribute annually all of its net capital gain. If a Fund does retain any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice to its shareholders, who (i) will be required to include in income for federal income tax purposes, as long-term capital gains, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by a Fund on such undistributed amount against their
federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of a Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder's gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. Treasury regulations permit a regulated investment company, in determining its investment company taxable income and net capital gain, to elect to treat all or part of any net capital loss, any net long-term capital loss, or any net foreign currency loss incurred after October 31st as if it has been incurred in the succeeding year.
A nondeductible excise tax at the rate of 4% will be imposed on the excess, if any, of a Fund's "required distribution" over its actual distributions in any calendar year. Generally, the "required distribution" is 98% of a Fund's ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending on October 31st plus undistributed amounts from prior years. For these purposes, each Fund will be treated as having distributed any amount on which it is subject to income tax. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that they will be able to do so.
Taxation of Fund Distributions. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions attributable to the excess of net long-term capital gains from the sale of investments a Fund owned for more than one year over net short-term capital losses and that are designated by a Fund as capital gain dividends ("Capital Gain Dividends") will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Distributions attributable to the excess of net short-term capital gains from the sale of investments that a Fund owned for one year or less over net long-term capital losses will be taxable as ordinary income.
Distributions are taxable to shareholders even if they paid from income or gains earned by a Fund before a shareholder's investment (and thus were included in the price the shareholder paid for his or her shares). Distributions are taxable whether shareholders receive them in cash or in additional shares Distributions declared and payable by the Funds during October, November or December to shareholders of record on a date in any such month and paid by the Funds during the following January will be treated for federal tax purposes as paid by the Funds and received by shareholders on December 31st of the year in which declared rather than the calendar year in which they were received.
Long-term capital gain rates applicable to individuals have been temporarily reduced to, in general, to 15%, with lower rates applying to tax payers in the 10% and 15% rates brackets, for taxable years beginning before January 1, 2011.
For taxable years beginning before January 1, 2011, "qualified dividend income" received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, a Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to a Fund's shares. A dividend will not be treated as qualified dividend income (at either the Fund or the shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the
recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation that is readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company.
In general, distributions of investment income designated by the Funds as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Fund's shares. Income derived from investments in fixed-income securities is not eligible for treatment as qualified dividend income.
If a Fund makes a distribution in excess of its current and accumulated "earnings and profits" in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder's tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder's basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.
Sale or Redemption of Shares. The sale, exchange or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Fund shares will generally be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Passive Foreign Investment Companies. Funds that invest in foreign securities may own shares in certain foreign investment entities referred to as "passive foreign investment companies" ("PFICs"). In order to avoid U.S. federal income tax, and an additional charge on a portion of any "excess distribution" from such companies or gain from the disposition of such shares, a Fund may elect to "mark-to-market" annually its investments in such entities and to distribute any resulting net gain to shareholders. Such gains are taxed as ordinary income. A Fund may also elect to treat a PFIC as a "qualified electing fund" (a "QEF election"), in which case a Fund would be required to include its share of the PFIC's income and net capital gains annually, regardless of whether it receives distributions from the company. The mark-to-market and QEF elections may require a Fund to sell securities it would have otherwise continued to hold in order to make distributions to shareholders to avoid any Fund -level tax. Income from investments in PFICs will not qualify for treatment as qualified dividend income.
Foreign Taxes. Funds that invest in foreign securities may be liable to foreign governments for taxes relating primarily to investment income or capital gains on foreign securities in the Fund's portfolio. A Fund may in some circumstances be eligible to, and in its discretion may, make an election under the Code that would allow Fund shareholders who are U.S. citizens or U.S. corporations to claim a foreign tax credit or deduction (but
not both) on their U.S. income tax returns for their pro rata portion of qualified taxes paid by the Fund to foreign countries in respect of foreign securities held at least a minimum period specified in the Code. If the Fund makes the election, the amount of each shareholder's distribution reported on the information returns filed by a Fund with the IRS must be increased by the amount of the shareholder's portion of the Fund's foreign tax paid. A shareholder's ability to claim all or a part of a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to limitations imposed by the Code.
Foreign Currency Transactions. Transactions in foreign currencies, foreign-currency denominated debt securities and certain foreign currency options, future contracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.
Financial Products. A Fund's investments in options, futures contracts, hedging transactions, forward contracts, swaps and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to Fund shareholders.
Certain of the Fund's hedging activities (including transactions, if any, in foreign currencies and foreign currency denominated instruments) are likely to result in a difference between the Fund's book income and taxable income. This difference may cause a portion of the Fund's income distributions to constitute a return of capital or capital gain for tax purposes or require a Fund to make distributions exceeding book income to avoid excise tax liability and to qualify as a regulated investment company.
Securities loans may or may not be structured in a manner to preserve qualified dividend income treatment on dividends paid with respect to the securities lent.
Securities Issued or Purchased at a Discount and Payment-in-Kind Securities. A Fund's investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require a Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold.
In addition, payment-in-kind securities held by a Fund will give rise to income which is required to be distributed even though the Fund receives no interest payment in cash on the security during the year.
REITs. A Fund's investment in equity securities of REITs may require a Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make required distributions, a Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). A Fund's investments in REIT equity securities may at other times result in the Fund's receipt of cash in excess of the REIT's earnings; if a Fund distributes such amounts, such distribution could constitute a return of capital to Fund shareholders for federal income tax purposes. Income from REIT securities generally will not be eligible for treatment as qualified dividend income.
Tax-Exempt Shareholders. Under current law, a Fund serves to "block" (that is, prevent the attribution to shareholders of) unrelated business taxable income ("UBTI") from being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if either: (1) a Fund invests in REITs that hold residual interests in real estate mortgage investment conduits ("REMICs"); or (2) shares in a Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). If a charitable remainder trust (as defined in Code Section 664) realizes any UBTI for a taxable year, it will lose its tax-exempt status for the year. Certain Funds may invest in REITs that hold residual interests in REMICs.
Backup Withholding Each Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number ("TIN"), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid on or before December 31, 2010. The backup withholding tax rate will be 31% for amounts paid after December 31, 2010.
Non U.S. Shareholders. Capital Gains Dividends generally will not be subject to the withholding of federal income tax. In general, dividends (other than Capital Gain Dividends) paid by a Fund to a shareholder that is not a "U.S. person" within the meaning of the Code (such shareholder, a "Foreign Person") are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if the dividends are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a Foreign Person directly, would not be subject to withholding. However, effective for taxable years of a Fund beginning before January 1, 2008, a Fund will not be required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the distribution is attributable to certain interest on an obligation if the Foreign Person is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the United States, or (z) to the extent the distribution is attributable to interest paid by a person that is a related person of the Foreign Person and the Foreign Person is a controlled foreign corporation) from U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual Foreign Person, to the extent such distributions are properly designated by a Fund, and (ii) with respect to distributions (other than distributions to an individual Foreign Person who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution) of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly designated by a Fund. Legislation has been proposed that would extend the exemption from withholding for interest-related distributions and short-term capital gain distributions for one year. At the time of this filing, it is unclear whether the legislation will be enacted. The Funds do not intend to make such designations
If a beneficial holder who is a Foreign Person has a trade or business, and the dividends paid to or for the benefit of that beneficial holder are effectively connected with the conduct of such trade or business in the United States, the dividend's will be subject to U.S. federal net income taxation at regular income tax rates.
Under U.S. federal tax law, a beneficial holder of shares who is a Foreign Person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on Capital Gain Dividends unless (i) such gain or Capital Gain Dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States, or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or Capital Gain Dividend and certain other conditions are met.
Other Tax Matters Special tax rules apply to investments though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisers to determine the suitability of shares of a fund as an investment through such plans and the precise effect of investment in their particular tax situations.
Dividends and distributions also may be subject to state, local and foreign taxes. Shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, local and, where applicable, foreign taxes.
The foregoing discussion relates solely to U.S. federal income tax law. Foreign investors should consult their tax advisers concerning the tax consequences of ownership of shares of a Fund, including the certification and filing requirements imposed on foreign investors in order to qualify for exemption from the backup withholding tax rates described above (or a reduced rate of withholding provided by treaty).
If a shareholder recognizes a loss with respect to a Fund's shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and related regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions.
PERFORMANCE INFORMATION
Yield and Total Return. Each Fund may from time to time include its yield and total return information in advertisements or in information furnished to present or prospective shareholders. Each Fund may from time to time include the yield and/or total return of its shares in advertisements or information furnished to present or prospective shareholders.
The Funds' yields will vary from time to time depending upon market conditions, the composition of the Funds' portfolios and operating expenses of the Trust allocated to each Fund. These factors, and possible differences in the methods used in calculating yield, should be considered when comparing a Fund's yield to yields published for other investment companies and other investment vehicles. Yield should also be considered relative to changes
in the value of the Fund's shares and to the relative risks associated with the investment objectives and policies of the Fund.
At any time in the future, yields and total returns may be higher or lower than past yields and total returns, and there can be no assurance that any historical results will continue.
Investors in the Funds are specifically advised that the net asset value per share of each Fund may vary, just as yields for each Fund may vary. An investor's focus on yield to the exclusion of the consideration of the value of shares of a Fund may result in the investor's misunderstanding the total return he or she may derive from that Fund.
FINANCIAL STATEMENTS
The financial statements and financial highlights and the reports of the independent registered public accounting firm included in the Funds' Annual Reports dated September 30, 2007 are incorporated herein by reference to such Report. The Funds' annual and semiannual reports are available upon request and without charge. Each Fund will send a single copy of its annual and semiannual reports to an address at which more than one shareholder of record with the same last name has indicated that mail is to be delivered. Shareholders may request additional copies of any annual or semiannual report by telephone at 800-633-3336, by writing to the Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 61421-9594 or by visiting the Funds' website at www.loomissayles.com. The annual and semiannual reports are also available on-line at the SEC's website, at www.sec.gov.
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Certain of the Funds make use of average portfolio credit quality standards to assist institutional investors whose own investment guidelines limit their investments accordingly. In determining a Fund's overall dollar-weighted average quality, unrated securities are treated as if rated, based on the adviser's view of their comparability to rated securities. A Fund's use of average quality criteria is intended to be a guide for those investors whose investment guidelines require that assets be invested according to comparable criteria. Reference to an overall average quality rating for a Fund does not mean that all securities held by the Fund will be rated in that category or higher. A Fund's investments may range in quality from securities rated in the lowest category in which the Fund is permitted to invest to securities rated in the highest category (as rated by Moody's, S&P or Fitch or, if unrated, determined by the adviser to be of comparable quality). The percentage of a Fund's assets invested in securities in a particular rating category will vary. Following is a description of Moody's, S&P's and Fitch's ratings applicable to fixed-income securities.
Moody's Investors Service, Inc.
Corporate and Municipal Bond Ratings
Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Moody's bond ratings, where specified, are applicable to financial contracts, senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letter-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located.
Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch obligations are rated at the lower of the bank's rating or Moody's Sovereign Rating for the Bank Deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings.
Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the Securities Act of 1933 or issued in conformity with any other applicable law or regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or a valid senior obligation of a rated issuer.
Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating classified from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.
Corporate Short-Term Debt Ratings
Moody's short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted.
Moody's employs the following three designations, all judged to be investment-grade, to indicate the relative repayment ability of rated issuers:
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Standard & Poor's Ratings Services
Issue Credit Rating Definitions
A Standard & Poor's issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor's from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days, including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based, in varying degrees, on the following considerations: likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations or operating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conform exactly with the category definition.
Corporate and Municipal Bond Ratings
Investment-Grade
AAA: An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated 'AA' differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB: An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Speculative Grade
Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated 'CC' is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated 'C' is currently highly vulnerable to nonpayment. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed or similar
action taken, but payments on this obligation are being continued. A 'C' also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
CI: The rating CI is reserved for income bonds on which no interest is being paid.
D: An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or Minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
pr: The letters 'pr' indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
r: The 'r' modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating. The absence of an 'r' modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poor's discontinued the use of the 'r' modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.
NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Commercial Paper Rating Definitions
A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded into several categories, ranging from 'A' for the highest quality obligations to 'D' for the lowest. These categories are as follows:
A-1: This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2: Capacity for a timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated 'A-1'.
A-3: Issues carrying this designation have an adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying higher designations.
B: Issues rated 'B' are regarded as having only speculative capacity for timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
D: Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will made during such grace period.
A commercial paper rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment on market price or suitability for a particular investor. The ratings are based on current information furnished to Standard & Poor's by the issuer or obtained from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information.
Fitch Investor Services, Inc
Credit Ratings
Fitch's credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving their money back in accordance with the terms on which they invested. Fitch's credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The use of credit ratings defines their function: "investment grade" ratings
(international Long-term 'AAA' to 'BBB-' categories; Short-term 'F1' to'F3')
indicate relatively low to moderate credit risk, while those in the
"speculative" or "non investment grade" categories (international Long-term
'BB+' to 'D'; Short-term 'B' to 'D') either signal a higher level of credit
risk or that a default has already occurred. Credit ratings express risk in
relative rank order, which is to say they are ordinal measures of credit risk
and are not predictive of a specific frequency of default or loss.
Depending on their application, credit ratings address benchmark measures of probability of default as well relative expectations of loss given default. For example, issuers are typically assigned Issuer Default Ratings that are relative measures of default probability. Similarly, short-term credit ratings give primary consideration to the likelihood that obligations will be met on a timely basis. Securities, however, are rated taking into consideration probability of default and loss given default. As a result, for entities such as corporations security ratings may be rated higher, lower or the same as the issuer rating to reflect expectations of the security's relative recovery prospects, as well as differences in ability and willingness to pay. While recovery analysis plays an important role throughout the ratings scale, it becomes a more critical consideration for below investment-grade securities and obligations, particularly at the lower end of the non-investment-grade ratings scale where Fitch often publishes actual Recovery Ratings, that are complementary to the credit ratings.
Structured finance ratings typically are assigned to each individual security or tranche in a transaction, and not to an issuer. Each structured finance tranche is rated on the basis of various stress scenarios in combination with its relative seniority, prioritization of cash flows and other structural mechanisms.
International Long-Term Credit Ratings
International Long-Term Credit Ratings (LTCR) may also be referred to as Long-Term Ratings. When assigned to most issuers, it is used as a benchmark measure of probability of default and is formally described as an Issuer Default Rating (IDR). The major exception is within Public Finance, where IDRs will not be assigned as market convention has always focused on timeliness and does not draw analytical distinctions between issuers and their underlying obligations. When applied to issues or securities, the LTCR may be higher or lower than the issuer rating (IDR) to reflect relative differences in recovery expectations.
The following rating scale applies to foreign currency and local currency ratings:
Investment Grade
AAA
Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA
Very high credit quality. 'AA' ratings denote expectations of very low credit
risk. They indicate very strong capacity for payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable events.
A
High credit quality. 'A' ratings denote expectations of low credit risk. The
capacity for payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or
in economic conditions than is the case for higher ratings.
BBB
Good credit quality. 'BBB' ratings indicate that there are currently
expectations of low credit risk. The capacity for payment of financial
commitments is considered adequate but adverse changes in circumstances and
economic conditions are more likely to impair this capacity. This is the lowest
investment grade category.
Speculative Grade
BB
Speculative
'BB' ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B Highly speculative
[ ] For issuers and performing obligations, 'B' ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
[ ] For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of 'RR1' (outstanding).
CCC
[ ] For issuers and performing obligations, default is a real possibility.
Capacity for meeting financial commitments is solely reliant upon sustained,
favorable business or economic conditions.
[ ] For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of 'RR2' (superior), or 'RR3' (good) or 'RR4' (average).
CC
[ ] For issuers and performing obligations, default of some kind appears
probable.
[ ] For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of 'RR4' (average) or 'RR5' (below average).
C
[ ] For issuers and performing obligations, default is imminent.
[ ] For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of 'RR6' (poor).
RD
Indicates an entity that has failed to make due payments (within the applicable
grace period) on some but not all material financial obligations, but continues
to honor other classes of obligations.
D
Indicates an entity or sovereign that has defaulted on all of its financial
obligations. Default generally is defined as one of the following:
- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; - the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or - the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or 'CCC-C' categories.
Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.
International Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.
B
Speculative. Minimal capacity for timely payment of financial commitments, plus
vulnerability to near term adverse changes in financial and economic conditions.
C
High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business
and economic environment.
RD
Indicates an entity that has defaulted on one or more of its financial
commitments, although it continues to meet other obligations.
D
Indicates an entity or sovereign that has defaulted on all of its financial
obligations.
Notes to International Long-Term and Short-Term ratings:
The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1.' (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for a potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
Rating Outlook: An Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are 'stable' could be upgraded or downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
Program ratings (such as the those assigned to MTN shelf registrations) relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
Variable rate demand obligations and other securities which contain a short-term 'put' or other similar demand feature will have a dual rating, such as AAA/F1+. The first rating reflects the ability to meet long-term principal and interest payments, whereas the second rating reflects the ability to honor the demand feature in full and on time.
Interest Only
Interest Only ratings are assigned to interest strips. These ratings do not
address the possibility that a security holder might fail to recover some or
all of its initial investment due to voluntary or involuntary principal
repayments.
Principal Only
Principal Only ratings address the likelihood that a security holder will
receive their initial principal investment either before or by the scheduled
maturity date.
Rate of Return
Ratings also may be assigned to gauge the likelihood of an investor receiving a
certain predetermined internal rate of return without regard to the precise
timing of any cash flows.
'PIF'
Paid-in -Full; denotes a security that is paid-in-full, matured, called, or
refinanced.
'NR' indicates that Fitch Ratings does not rate the issuer or issue in question.
'Withdrawn': A rating is withdrawn when Fitch Ratings deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced, or for any other reason Fitch
Ratings deems sufficient.
[LOGO OF LOOMIS SAYLES FUNDS]
STATEMENT OF ADDITIONAL INFORMATION
February 1, 2008
LOOMIS SAYLES FUNDS I
. Loomis Sayles High Income Opportunities Fund
. Loomis Sayles Securitized Asset Fund
This Statement of Additional Information (the "Statement") contains information which may be useful to investors but which is not included in the Prospectus of the Loomis Sayles High Income Opportunities Fund and Loomis Sayles Securitized Asset Fund (the "Funds"). This Statement is not a prospectus and is authorized for distribution only when accompanied or preceded by the Funds' Prospectus dated February 1, 2008, as from time to time revised or supplemented. This Statement should be read together with the Prospectus. Investors may obtain the Prospectus without charge from Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 614221-9594, or by calling Loomis Sayles Funds at 1-800-343-2029.
The Funds' financial statements and accompanying notes that appear in the Funds' annual reports are incorporated by reference into this Statement of Additional information. The Funds' annual and semiannual reports contain additional performance information and are available upon request and without charge by calling 1-800-633-3330.
TABLE OF CONTENTS
THE TRUST............................................................... 3 INVESTMENT STRATEGIES AND RISKS......................................... 3 TEMPORARY DEFENSIVE STRATEGIES.......................................... 27 PORTFOLIO HOLDINGS INFORMATION.......................................... 27 MANAGEMENT OF THE FUNDS................................................. 29 OWNERSHIP OF FUND SHARES................................................ 39 INVESTMENT ADVISORY AND OTHER SERVICES.................................. 41 PORTFOLIO MANAGEMENT INFORMATINON....................................... 44 PORTFOLIO TRANSACTIONS AND BROKERAGE.................................... 47 DESCRIPTION OF THE TRUST................................................ 50 DISTRIBUTIONS AND TAXES................................................. 55 FINANCIAL STATEMENTS.................................................... 60 APPENDIX A.............................................................. 61 |
THE TRUST
Loomis Sayles Funds I (the "Trust") is registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company and is organized as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust (a "Declaration of Trust") dated December 23, 1993, as amended and restated on June 22, 2005, and is a "series" company as described in Section 18(f)(2) of the Investment Company Act of 1940, as amended (the "1940 Act"). Prior to July 1, 2003, Loomis Sayles Funds I was named "Loomis Sayles Investment Trust." The Trust offers a total of ten series. The Loomis Sayles High Income Opportunities Fund was organized in Massachusetts and commenced operations on April 13, 2004. The Loomis Sayles Securitized Asset Fund was organized in Massachusetts and commenced operations on March 2, 2006. Each Fund is a non-diversified series of the Trust.
Shares of the Funds are continuously offered, freely transferable and entitle shareholders to receive dividends as determined by the Trust's Board of Trustees and to cast a vote for each share held at shareholder meetings. The Trust generally does not hold shareholder meetings and expects to do so only when required by law. Shareholders may call meetings to consider removal of the Trust's trustees.
INVESTMENT STRATEGIES AND RISKS
The investment policies of the funds set forth in its Prospectus and in this Statement may be changed by the Trust's Board of Trustees without shareholder approval, except that the investment objective of the Funds, as set forth in the Prospectus, and any Fund policy explicitly identified as "fundamental" may not be changed without the approval of the holders of a majority of the Fund's outstanding shares of the funds (which in the Prospectus and this Statement means the lesser of (i) 67% of the shares of that Fund present at a meeting at which more than 50% of the outstanding shares are present or represented by proxy or (ii) more than 50% of the Fund's outstanding shares). Except in the case of the 15% limitation on illiquid securities and restrictions marked with a dagger, the percentage limitations set forth below and in the Prospectus will apply at the time a security is purchased and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such purchase.
Investment Restrictions
In addition to its investment objective and policies set forth in the Prospectus, the following investment restrictions are policies of each Fund.The investment restrictions marked with an asterisk are fundamental policies.
The Loomis Sayles High Income Opportunities Fund will not:
*(1) Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(2) Invest in oil, gas, or other mineral leases, rights, or royalty contracts, or in real estate, commodities, or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, currencies, interest rates, or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(3) Make loans, except to the extent permitted under the 1940 Act. (For
purposes of this investment restriction, each of the following is not
considered the making of a loan: (i) entering into repurchase agreements;
(ii) purchasing debt obligations in which the Fund may invest consistent with
its investment policies; and (iii) loaning portfolio securities.)
*(4) Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water, and telephone companies will be considered as being in separate industries).
*(5) Borrow money in excess of 10% of its assets (taken at cost) or 5% of its assets (taken at current value), whichever is lower, nor borrow any money except as a temporary measure for extraordinary or emergency purposes; however, the Fund's use of reverse repurchase agreements and "dollar roll" arrangements shall not constitute borrowing by the Fund for purposes of this restriction.
(6) Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
*(7) Issue senior securities other than any borrowing permitted by restriction (5) above. (For the purposes of this restriction, none of the following is deemed to be a senior security: any pledge, mortgage, hypothecation, or other encumbrance of assets; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of or entry into options, forward contracts, futures contracts, options on futures contracts, swap contracts, or any other derivative investments to the extent that Loomis, Sayles & Company, L.P. ("Loomis Sayles") determines that the Fund is not required to treat such investments as senior securities pursuant to the pronouncements of the SEC.
The Fund intends, based on the views of the SEC, to restrict its investments, if any, in repurchase agreements maturing in more than seven days, together with other investments in illiquid securities, to the percentage permitted by restriction (6) above.
Although authorized to invest in restricted securities, the Fund, as a matter of non-fundamental operating policy, currently does not intend to invest in such securities, except Rule 144A securities.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Securitized Asset Fund may not:
*(1) Purchase any security if, as a result, more than 25% of the Fund's total assets (taken at current value) would be invested in any one industry. For purposes of this restriction, telephone, gas and electric public utilities are each regarded as separate industries and finance companies, whose financing activities are related primarily to the activities of their parent companies, are classified in the industry of their parents. For purposes of this restriction with regard to bank obligations, bank obligations are considered to be one industry, and asset-backed securities are not considered to be bank obligations. For purposes of this restriction, the Fund takes the position that mortgage-related and other asset-backed securities do not represent investments in any industry or group of industries. As a result of this, the Fund may invest more than 25% of its net assets in mortgage-related securities.
*(2) 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.
+*(3) Borrow money, except to the extent permitted under the 1940 Act.
*(4) Make loans, except that the 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.
*(5) Act as an underwriter of securities of other issuers except that, in the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws.
*(6) 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.
*(7) 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.
*(8) Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
(9) Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in securitized assets, such as mortgage-backed and other asset-backed securities. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such Rule may be interpreted from time to time by the staff of the SEC.
For Restriction (1), the Fund does not reserve the right to concentrate in any industry. If, in the future, mortgage-related securities and other asset-backed securities are considered to represent any particular industry or industries, the Fund reserves the freedom of action to concentrate in such an industry or industries.
Restrictions (2) and (8) shall be interpreted based upon no-action letters and other pronouncements of the staff of the SEC. Under current pronouncements, certain Fund positions are excluded from the definition of "senior security" so long as the Fund maintains adequate cover, segregation of assets or otherwise.
In addition, it is contrary to the Fund's present policy, which may be changed without shareholder vote, to purchase any illiquid security, including any securities whose disposition is restricted under federal securities laws and securities that are not readily marketable, if, as a result, more than 15% of the Fund's total assets (based on current value) would then be invested in such securities. The staff of the SEC is presently of the view that repurchase agreements maturing in more than seven days are subject to this restriction. Until that position is revised, modified or rescinded, the Fund will conduct its operations in a manner consistent with this view. This limitation on investment in illiquid securities does not apply to certain restricted securities, including securities pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and certain commercial paper, that Loomis Sayles has determined to be liquid under procedures approved by the Board of Trustees.
INVESTMENT STRATEGIES
The following is a list of certain investment strategies, including particular types of securities or instruments or specific practices that may be used by Loomis Sayles in managing the Funds. The Funds' principal strategies are detailed in the Prospectus. This Statement describes some of the non-principal strategies the Funds may use, in addition to providing additional information about their principal strategies.
The list of securities or other instruments under each category below is not intended to be an exclusive list of securities, instruments and practices for investment.Unless a strategy, practice or security is specifically prohibited by the investment restrictions listed in the Prospectus, under "Investment Restrictions" or under applicable law, each Fund may engage in each of the strategies and invest in each security and instrument listed below. Loomis Sayles may invest in any security that falls under the specific category including securities that are not listed below. The Prospectus or this Statement will be updated if a Fund begins to engage in investment practices that are not described in a Prospectus or this Statement
Fund Securities Practices ---- ------------------------ ------------------------------ High Income Debt Securities Opportunities Fund (Securities below investment grade Corporate Securities, Convertible Securities, U.S. Government Securities, Zero-Coupon Securities, 144A Securities, Pay-in-Kind Securities, Mortgage-Backed Securities, Asset-Backed Securities, Stripped Mortgage-Related Securities, When-Issued Securities, Commercial Paper, Loan Assignments, Delayed Funding Loans and Revolving Credit Facilities, Securities Lending, Preferred Stock, Municipal Bonds, Senior Floating Rate Loans, Collateralized Debt and Loan Obligations, Step-Coupon Securities, Structured Notes, Collateralized Mortgage Obligations) Equity Securities (Common Stock, Investment Companies, Small Cap Companies, REITs, Warrants, Rights) Foreign Securities Temporary Defensive Strategies (Depository Receipts, Repurchase Agreements Emerging Markets, Swap Contracts Foreign Currency Illiquid Securities Transactions, Foreign Futures Contracts Currency Hedging Options Transactions) Initial Public Offerings Securitized Asset Fund Debt Securities (Mortgage-Backed Securities, Asset Backed Securities, Investment Grade Securities) Equity Securities (Common Stock, Investment Companies, Small Cap Companies, REITs, Warrants, Rights) Foreign Securities (Depository Receipts, Emerging Markets, Temporary Defensive Strategies Foreign Currency Repurchase Agreements Transactions, Foreign Dollar Rolls Currency Hedging Initial Public Offerings Transactions) "To Be Announced" Transactions |
INVESTMENT RISKS
Adjustable Rate Mortgage Security ("ARM")
An ARM, like a traditional mortgage security, is an interest in a pool of mortgage loans that provides investors with payments consisting of both principal and interest as mortgage loans in the underlying mortgage pool are paid off by the borrowers. ARMs have interest rates that are reset at periodic intervals, usually by reference to some interest rate index or market interest rate. Although the rate adjustment feature may act as a buffer to reduce sharp changes in the value of adjustable rate securities, these securities are still subject to changes in value based on changes in market interest rates or changes in the issuer's creditworthiness. Because the interest rates are reset only periodically, changes in the interest rate on ARMs may lag behind changes in prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors that limit the maximum change in interest rate during a specified period or over the life of the security. As a result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates during certain periods. Because of the resetting of interest rates, ARMs are less likely than non-adjustable rate securities of comparable quality and maturity to increase significantly in value when market interest rates fall.
Asset-Backed Securities
Also being applied to a broad range of other assets. Mortgage-backed securities are a type of asset-backed security. Through the use of trusts and special purpose vehicles, assets, such as automobile and credit card receivables, are being securitized in pass-through structures similar to mortgage pass-through structures or in a pay-through structure similar to a collateralized mortgage obligation structure. Generally, the issuers of asset-backed bonds, notes or pass-through certificates are special purpose entities and do not have any significant assets other than the receivables securing such obligations. In general, the collateral supporting asset-backed securities is of shorter maturity than mortgage loans. Instruments backed by pools of receivables are similar to mortgage-backed securities in that they are subject to unscheduled prepayments of principal prior to maturity. When the obligations are prepaid, a Fund will ordinarily reinvest the prepaid amounts in securities the yields of which reflect interest rates prevailing at the time. Therefore, a Fund's ability to maintain a portfolio that includes high-yielding asset-backed securities will be adversely affected to the extent that prepayments of principal must be reinvested in securities that have lower yields than the prepaid obligations. Moreover, prepayments of securities purchased at a premium could result in a realized loss.
Collateralized Mortgage Obligations ("CMOs")
CMOs are securities backed by a portfolio of mortgages or mortgage securities held under indentures. The underlying mortgages or mortgage securities are issued or guaranteed by the U.S. government or an agency or instrumentality thereof. The issuer's obligation to make interest and principal payments is secured by the underlying portfolio of mortgages or mortgage securities. CMOs are issued with a number of classes or series which have different maturities and which may represent interests in some or all of the interest or principal on the underlying collateral or a combination thereof. CMOs of different classes are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. In the event of sufficient early prepayments on such mortgages, the class or series of CMO first to mature generally will be retired prior to its maturity. Thus, the early retirement of a particular class or series of CMO held by a Fund would have the same effect as the prepayment of mortgages underlying a mortgage pass-through security. CMOs and other asset-backed and mortgage-backed securities may be considered derivative securities. CMOs involve risks similar to those described under "Mortgage-Related Securities" below.
Convertible Securities
Convertible securities include corporate bonds, notes or preferred stocks of U.S. or foreign issuers that can be converted into (exchanged for) common stocks or other equity securities. Convertible securities also include other securities, such as warrants, that provide an opportunity for equity participation. Because convertible securities can be converted into equity securities, their values will normally vary in some proportion with those of the underlying equity securities. Convertible securities usually provide a higher yield than the underlying equity, however, so that the price decline of a convertible security may sometimes be less substantial than that of the underlying equity security. Convertible securities are generally subject to the same risks as non-convertible fixed-income securities, but usually provide a lower yield than comparable fixed-income securities. Many convertible securities are relatively illiquid.
Depositary Receipts
Each Fund may invest in foreign equity securities by purchasing "depositary receipts." Depositary receipts are instruments issued by banks that represent an interest in equity securities held by arrangement with the bank. Depositary receipts can be either "sponsored" or "unsponsored." Sponsored depositary receipts are issued by banks in cooperation with the issuer of the underlying equity securities. Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity securities and, therefore, less information about the issuer of the underlying equity securities may be available and the price may be more volatile than sponsored depositary receipts. American Depositary Receipts ("ADRs") are depositary receipts that are bought and sold in the U.S. and are typically issued by a U.S. bank or trust company which evidence ownership of underlying securities by a foreign corporation. European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs") are depositary receipts that are typically issued by foreign banks or trust companies which evidence ownership of underlying securities issued by either a foreign or U. S. corporation. All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency exchange risk.
The effect of changes in the dollar value of a foreign currency on the dollar value of a Fund's assets and on the net investment income available for distribution may be favorable or unfavorable. A Fund may incur costs in connection with conversions between various currencies. In addition, a Fund may be required to liquidate portfolio assets, or may incur increased currency conversion costs, to compensate for a decline in the dollar value of a foreign currency occurring between the time when the Fund declares and pays a dividend, or between the time when the Fund accrues and pays an operating expense in U.S. dollars.
Because the Funds may invest in ADRs, changes in foreign economies and political climates are more likely to affect the Funds than a mutual fund that invests exclusively in U.S. companies. There may also be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information. If a Fund's portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on the Fund than a fund that is not over-weighted in that region.
Emerging Markets
Investments in foreign securities may include investments in emerging or developing countries, whose economies or securities markets are not highly developed. Special considerations associated with these investments (in addition to the considerations regarding foreign investments generally) may include, among others, greater political uncertainties, an economy's dependence on revenues from particular commodities or on international aid or development assistance, currency transfer restrictions, very limited numbers of potential buyers for such securities, less developed custodial and deposit systems and delays and disruptions in securities settlement procedures.
In determining whether to invest in securities of foreign issuers, the adviser of the Funds may consider the likely effects of foreign taxes on the net yield available to a Fund and its shareholders. Compliance with foreign tax laws may reduce a Fund's net income available for distribution to shareholders.
Equity Securities
Equity securities are securities that represent an ownership interest (or the right to acquire such an interest) in a company and include common and preferred stocks and securities exercisable for, or convertible into, common or preferred stocks (such as warrants, convertible debt securities and convertible preferred stock) and other equity-like interests in an entity. Equity securities may take the form of stock in a corporation, limited partnership interests, interests in limited liability companies; real estate investment trusts (REITs) or other trusts and other similar securities. Common stocks represent an equity or ownership interest in an issuer. Preferred stocks represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over holders of preferred stock, whose claims take precedence over the claims of those who own common stock.
While offering greater potential for long-term growth, equity securities generally are more volatile and more risky than some other forms of investment, particularly debt securities. Therefore, the value of your investment in a Fund may sometimes decrease. A Fund may invest in equity securities of companies with relatively small market capitalizations. Securities of such companies may be more volatile than the securities of larger, more established companies and the broad equity market indices. See "Small Capitalization Companies" below. A Fund's investments may include securities traded "over-the-counter" as well as those traded on a securities exchange. Some securities, particularly over the counter securities may be more difficult to sell under some market conditions.
Fixed Income Securities
Fixed income securities pay a specified rate of interest or dividends, or a rate that is adjusted periodically by reference to some specified index or market rate. Fixed income securities include securities issued by federal, state, local, and foreign governments and related agencies, and by a wide range of private or corporate issuers. Fixed income securities include, among others, bonds, debentures, notes, bills, and commercial paper. Because interest rates vary, it is impossible to predict the income of a Fund for any particular period. In addition, the prices of fixed-income securities generally vary inversely with changes in interest rates. Prices of debt securities may also be affected by items related to a particular issue or to the debt markets generally. The net asset value of a Fund's shares will vary as a result of changes in the value of the securities in the Fund's portfolio.
Investment Grade Fixed-Income Securities To be considered investment grade quality, at least one major rating agency must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Lower Quality Fixed-Income Securities Lower quality fixed-income securities (commonly referred to as "junk bonds") are below investment grade quality. To be considered below investment grade quality, none of the three major rating agencies must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Lower quality fixed-income securities are subject to greater credit risk and market risk than higher quality fixed-income securities. Lower quality fixed-income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments. If a Fund invests in lower quality fixed-income securities, a Fund's achievement of its objective may be more dependent on Loomis Sayles' own credit analysis than is the case with funds that invest in higher quality fixed-income securities. The market for lower quality fixed-income securities may be more severely affected than some other financial markets by economic recession or substantial interest rate increases, by changing public perceptions of this market, or by legislation that limits the ability of certain categories of financial institutions to invest in these securities. In addition, the secondary market may be less liquid for lower quality fixed-income securities. This lack of liquidity at certain times may affect the
values of these securities and may make the evaluation and sale of these securities more difficult. Lower quality fixed-income securities may be in poor standing or in default and typically have speculative characteristics.
For more information about the ratings services' descriptions of their various rating categories, see Appendix A. A Fund may continue to hold fixed-income securities that are downgraded in quality subsequent to their purchase if Loomis Sayles believes it would be advantageous to do so.
Foreign Currency Transactions
Investment in securities of foreign issuers will usually involve investments in securities of supranational entities and may involve currencies of foreign countries, and because a Fund may temporarily hold funds in bank deposits in foreign currencies during the course of investment programs. As such, the value of the assets of a Fund, as measured in U.S. dollars, may be affected by changes in currency exchange rates and exchange control regulations, and a Fund may incur costs in connection with conversion between various currencies.
If conditions warrant, a Fund may enter into private contracts to purchase or sell foreign currencies at a future date ("forward contracts"). A Fund may enter into forward contracts under two circumstances. First, when a Fund enters into a contract for the purchase or sale of a security denominated or traded in a market in which settlement is made in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying transactions, a Fund will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the investment is purchased or sold and the date on which payment is made or received.
Second, when Loomis Sayles believes that the currency of a particular country may suffer a substantial decline against another currency, it may enter into a forward contract to sell, for a fixed amount of another currency, the amount of the first currency approximating the value of some or all of a Fund's portfolio investments denominated in the first currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in a currency will change as a consequence of market movements in the value of those investments between the date the forward contract is entered into and the date it matures.
A Fund generally will not enter into a forward contract with a term of greater than one year.
A Fund might also purchase exchange-listed and over-the-counter call and put options on foreign currencies. Over-the-counter currency options are generally less liquid than exchange-listed options and will be treated as illiquid assets. Options on foreign currencies are similar to forward contracts, except that one party to the option (the holder) is not contractually bound to buy or sell the specified currency. Instead, the holder has discretion whether to "exercise" the option and thereby require the other party to buy or sell the currency on the terms specified in the option. Options transactions involve transaction costs and, like forward contract transactions, involve the risk that the other party may default on its obligations (if the options are not traded on an established exchang. Options transactions also involve and the risk that expected movements in the relative value of currencies may not occur, resulting in an imperfect hedge or a loss to a Fund.
A Fund, in conjunction with its transactions in forward contracts, options, and futures, will maintain in a segregated account with its custodian liquid assets with a value, marked to market on a daily basis, sufficient to satisfy a Fund's outstanding obligations under such contracts, options, and futures.
Foreign Currency Exchange Transactions
Each Fund may engage in foreign currency exchange transactions. To protect against a change in the foreign currency exchange rate between the date on which a Fund contracts to purchase or sell a security and the settlement date for the purchase or sale, or to "lock in" the equivalent of a dividend or interest payment in another currency, or to gain exposure to one or more foreign currencies a Fund might purchase or sell a foreign currency on a spot (i.e., cash) basis at the prevailing spot rate. If conditions warrant, a Fund may also enter into contracts with banks or broker-dealers to purchase or sell foreign currencies at a future date ("forward contracts"). Such forward contracts may be entered into on a non-deliverable basis, which means that the parties settle the contract through a payment of cash in an amount equal to the net obligations under the contract rather than by delivery of the foreign currency against payment of an agreed-upon price. A Fund will maintain cash or other liquid assets eligible for purchase by a Fund in a segregated account with the custodian in an amount at least equal to the lesser of (i) the difference between the current value of a Fund's liquid holdings that settle in the relevant currency and a Fund's
outstanding obligations under currency forward contracts, or (ii) the current amount, if any, that would be required to be paid to enter into an offsetting forward currency contract which would have the effect of closing out the original forward contract. A Fund's use of currency exchange transactions may be limited by tax considerations. The adviser may decide not to engage in currency exchange transactions and there is no assurance that any currency exchange strategy used by a Fund will succeed. In addition, suitable currency exchange transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions when they would be beneficial. A Fund may also purchase or sell foreign currency futures contracts traded on futures exchanges. Foreign currency futures contract transactions involve risks similar to those of other futures transactions. See "Options" below.
Foreign Securities
Each Fund may invest in foreign securities. In addition to the risks associated with investing in securities generally, such investments additional present risks not typically associated with investments in comparable securities of U.S. issuers.
Since most foreign securities are denominated in foreign currencies or traded primarily in securities markets in which settlements are made in foreign currencies, the value of these investments and the net investment income available for distribution to shareholders of a Fund may be affected favorably or unfavorably by changes in currency exchange rates or exchange control regulations. Because a Fund may purchase securities denominated in foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a Fund's assets and a Fund's income available for distribution.
In addition, although a Fund's income may be received or realized in foreign currencies, a Fund will be required to compute and distribute its income in U.S. dollars. Therefore, if the value of a currency relative to the U.S. dollar declines after a Fund's income has been earned in that currency, translated into U.S. dollars and declared as a dividend, but before payment of such dividend, a Fund could be required to liquidate portfolio securities to pay such dividend. Similarly, if the value of a currency relative to the U.S. dollar declines between the time a Fund incurs expenses or other obligations in U.S. dollars and the time such expenses or obligations are paid, the amount of such currency required to be converted into U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in such currency of such expenses at the time they were incurred.
There may be less information publicly available about a foreign corporate or government issuer than about a U.S. issuer, and foreign corporate issuers are not generally subject to accounting, auditing and financial reporting standards and practices comparable to those in the U.S. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage commissions and securities custody costs are often higher than those in the U.S., and judgments against foreign entities may be more difficult to obtain and enforce. With respect to certain foreign countries, there is a possibility of governmental expropriation of assets, confiscatory taxation, political or financial instability and diplomatic developments that could affect the value of investments in those countries. The receipt of interest on foreign government securities may depend on the availability of tax or other revenues to satisfy the issuer's obligations.
In addition, because the Funds may invest in foreign securities traded primarily on markets that close prior to the time each Fund determines its net asset value ("NAV"), the risks posed by frequent trading may have a greater potential to dilute the value of Fund shares held by long-term shareholders than a fund investing in U.S. securities. In instances where a significant event that affects the value of one or more foreign securities held by a Fund takes place after the close of the primary foreign market, but before the time that the Fund determines its NAV, certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (sometimes referred to as "price" or "time zone" arbitrage). Shareholders who attempt this type of arbitrage may dilute the value of a Fund's shares by virtue of their transaction, if those prices reflect the fair value of the foreign securities. Although each Fund has procedures designed to determine the fair value of foreign securities for purposes of calculating its NAV when such an event has occurred, fair value pricing, because it involves judgments which are inherently subjective, may not always eliminate the risk of price arbitrage. For more information on how the Fund uses fair value pricing, see "Net Asset Value."
Illiquid Securities
Each Fund may purchase illiquid securities. Illiquid securities are those that are not readily resalable, which may include securities whose disposition is restricted by federal securities laws. Investment in restricted or other illiquid securities involves the risk that a Fund may be unable to sell such a security at the desired time or at the price at which the fund values the sec. Also, a Fund may incur expenses, losses or delays in the process of registering restricted securities prior to resale.
Each Fund may purchase Rule 144A securities, which are privately offered securities that can be resold only to certain qualified institutional buyers pursuant to Rule 144A under the Securities Act. A Fund may also purchase commercial paper issued under Section 4(2) of the Securities Act. Investing in Rule 144A securities and Section 4(2) commercial paper could have the effect of increasing the level of a Fund's illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Rule 144A securities and Section 4(2) commercial paper are treated as illiquid, unless the adviser has determined pursuant to guidelines established by the Trust's Board of Trustees that the issue is liquid.
Inflation Linked Bonds
The Funds may invest in inflation linked bonds. Inflation linked bonds are fixed-income securities whose principal value is adjusted periodically according to the rate of inflation. Some Funds, may invest in inflation linked bonds issued by the Japanese government. These bonds generally have maturities of ten or thirty years and interest is payable semiannually. The principal amount of these bonds increases with increases in the price index used as a reference for the bonds. In addition, the amounts payable as coupon interest payments increase when the price index increases because the interest amount is calculated by multiplying the principal (as adjusted) by a fixed coupon rate.
Although inflation indexed bonds protect their holders from long-term inflationary trends, short-term increases in inflation may result in a decline in value. The values of inflation linked bonds generally fluctuate in response to changes to real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. In inflation were to rise at a rate faster than nominal interest rates, real interest rates might decline, leading to an increase in value of the inflation linked bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rate might rise, leading to a decrease in the value of inflation linked bonds. If inflation is lower than expected during a period holds inflation linked bonds, the Fund may earn less on such bonds than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation linked bonds may not be protected to the extent the increase is not reflected in the price index used as a reference for the bonds. There can be no assurance that the price index used for an inflation linked bond will accurately measure the real rate of inflation in the prices of goods and services. Inflation linked bonds issued by the Japanese government will be subject to the risks described above under "Foreign Securities." Certain Funds may also invest in Treasury Inflation-Protected Securities issued by the U.S. government. See "U.S. Government Securities" below for additional information.
Initial Public Offerings
Each Fund may purchase securities of companies that are offered pursuant to an initial public offering ("IPO"). An IPO is a company's first offering of stock to the public in the primary market, typically to raise additional capital. A Fund may purchase a "hot" IPO (also known as a "hot issue"), which is an IPO that is oversubscribed and, as a result, is an investment opportunity of limited availability. As a consequence, the price at which these IPO shares open in the secondary market may be significantly higher than the original IPO price. IPO securities tend to involve greater risk due, in part, to public perception and the lack of publicly available information and trading history. There is the possibility of losses resulting from the difference between the issue price and potential diminished value of the stock once traded in the secondary market. A Fund's investment in IPO securities may have a significant impact on a Fund's performance and may result in significant capital gains.
Investment Companies
Each Fund may invest in investment companies. Investment companies, including companies such as iShares and "SPDRs" and VIPERs" are essentially pools of securities. Since the value of an investment company is based on the value of the individual securities it holds, the value of a Fund's investment in an investment company will fall if the value of the investment company's underlying securities declines. In some cases, investing in an investment company may involve the payment of a premium over the value of the assets held in that investment company's portfolio. As an invester in another investment company, a Fund will bear its ratable share of the investment company's expenses, including management fees, and a Fund's shareholders will bear such expenses indirectly, in addition to similar expenses of a Fund. Despite the possibility of greater fees and expenses, each Fund's adviser will invest if it believes investment in other investment companies provide attractive return opportunities. In addition, it may be more efficient for a Fund to gain exposure to particular market segments by investing in shares of one or more investment companies.
Investment Pools of Credit-Linked, Credit-Default, Interest Rate, Currency-Exchange and Equity-Linked Swap Contracts
A Fund may invest in publicly or privately issued interests in investment pools whose underlying assets are credit default, credit-linked, interest rate, currency exchange and/or equity-linked swap contracts (individually, a "Swap" and collectively, "Swaps") and related underlying securities or securities loan agreements. Swaps are agreements between two or more parties to exchange sequences of cash flows over a period in the future. The pools' investment results may be designed to correspond generally to the performance of a specified securities index or "basket" of securities, or sometimes a single security. These types of pools are often used to gain exposure to multiple securities with less of an investment than would be required to invest directly in the individual securities. They may also be used to gain exposure to foreign securities markets without investing in the foreign securities themselves and/or the relevant foreign market. To the extent that a Fund invests in pools of Swaps and related underlying securities or securities loan agreements whose return corresponds to the performance of a foreign securities index or one or more of foreign securities, investing in such pools will involve risks similar to the risks of investing in foreign securities. In addition, the investing Fund bears the risk that the pool may default on its obligations under the interests in the pool. The investing Fund also bears the risk that a counterparty of an underlying Swap, the issuer of a related underlying security or the counterparty of an underlying securities loan agreement may default on its obligations. Swaps are often used for many of the same purposes as, and share many of the same risks with, other derivative instruments such as, participation notes and zero-strike warrants and options and debt-linked and/or equity-linked securities. Interests in privately offered investment pools of Swaps may be considered illiquid and, except to the extent that such interests are issued under Rule 144A and deemed liquid, subject to a Fund's restrictions on investments in illiquid securities.
Money Market Instruments
A Fund may seek to minimize risk by investing in money market instruments, which are high-quality, short-term securities. Although changes in interest rates can change the market value of a security, a Fund expects those changes to be minimal with respect to these securities, which are often purchased for defensive purposes.
Money market obligations of foreign banks or of foreign branches or subsidiaries of U.S. banks may be subject to different risks than obligations of domestic banks, such as foreign economic, political and legal developments and the fact that different regulatory requirements apply.
Mortgage-Related Securities
The funds may invest in mortgage-related securities, such as Government National Mortgage Association ("GNMA") or Federal National Mortgage Association ("FNMA") certificates, which differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment
rate will tend to reduce yield to maturity, and a slower-than-expected prepayment rate may have the opposite effect of increasing yield to maturity. If a Fund purchases mortgage-related securities at a discount, faster-than-expected prepayments will tend to increase, and slower-than-expected prepayments tend to reduce, yield to maturity. Prepayments, and resulting amounts available for reinvestment by a Fund, are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if the premium has not been fully amortized at the time of prepayment. Although these securities will decrease in value as a result of increases in interest rates generally, they are likely to appreciate less than other fixed-income securities when interest rates decline because of the risk of prepayments. In addition, an increase in interest rates would also increase the inherent volatility of a Fund by increasing the average life of a Fund's portfolio securities.
Options and Futures
Options and futures transactions involve a Fund buying, selling, or writing options (or buying or selling futures contracts) on securities, securities indices, or currencies. Each Fund may engage in these transactions either to enhance investment return or to hedge against changes in the value of other assets that it owns or intends to acquire. Options and futures fall into the broad category of financial instruments known as "derivatives" and involve special risks. Use of options or futures for other than hedging purposes may be considered a speculative activity, involving greater risks than are involved in hedging.
to"cover" its obligation under the option. An "American style" option allows exercise of the option at any time during the term of the option. A "European style" option allows an option to be exercised only at a specific time or times, such as the end of its term. Options may or may not be traded an established securities exchange.
If the holder of an option wishes to terminate its position, it may seek to effect a closing sale transaction by selling an option identical to the option previously purchased. The effect of the purchase is that the previous option position will be canceled. A Fund will realize a profit from closing out an option if the price received for selling the offsetting position is more than the premium paid to purchase the option; a Fund will realize a loss from closing out an option transaction if the price received for selling the offsetting option is less than the premium paid to purchase the option.
The use of options involves risks, including those arising because of the imperfect correlation between movements in the price of options and movements in the price of the securities that are the subject of the option. A Fund's option strategies (including option strategies intended to hedge a Fund's investment will not be fully effective if such imperfect correlation occurs.
Price movement correlation may be distorted by illiquidity in the options markets and the participation of speculators in such markets. If an insufficient number of contracts are traded, commercial users may not deal in options because they do not want to assume the risk that they may not be able to close out their positions within a reasonable amount of time. In such instances, options market prices may be driven by different forces other than those driving the market in the underlying securities, and price spreads between these markets may widen. The participation of speculators in the market enhances its liquidity. Nonetheless, the trading activities of speculators in the options markets may create temporary price distortions unrelated to the market in the underlying securities.
An exchange-traded option may be closed out only on an exchange that
generally provides a liquid secondary market for an option of the same series.
If a liquid secondary market for an exchange-traded option does not exist, it
might not be possible to effect a closing transaction with respect to a
particular option, with the result that a Fund would have to exercise the
option in order to accomplish the desired hedge. Reasons for the absence of a
liquid secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions, or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or the Options Clearing Corporation
or other clearing organization may not at all times be adequate to handle
current trading volume; or (vi) one or more exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by the Options Clearing Corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms.
An over-the-counter option (an option not traded on an established exchange) may be closed out only by agreement with the other party to the original option transaction. With over-the-counter options, a Fund is at risk that the other party to the transaction will default on its obligations or will not permit a Fund to terminate the transaction before its scheduled maturity. While a Fund will seek to enter into over-the-counter options only with dealers who agree to or are expected to be capable of entering into closing transactions with a Fund, there can be no assurance that a Fund will be able to liquidate an over-the-counter option at a favorable price at any time prior to its expiration. Accordingly, a Fund might have to exercise an over-the-counter option it holds in order to achieve the intended hedge. Over-the-counter options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation or other clearing organizations.
Income earned by a Fund from its options activities will be treated as capital gain and, if not offset by net recognized capital losses incurred by a Fund, will be distributed to shareholders in taxable distributions. Although gain from options transactions may hedge against a decline in the value of a Fund's portfolio securities, that gain, to the extent not offset by losses, will be distributed in light of certain tax considerations and will constitute a distribution of that portion of the value preserved against decline.
A futures contract is an agreement between two parties to buy and sell a particular commodity instrument or index or group of instruments or indices commodities (e.g., an interest-bearing security) for a specified price on a specified future date. A futures contract creates an obligation by the seller to deliver and the buyer to take delivery of the type of instrument or cash at the time and in the amount specified in the contract. In the case of futures on an index, the seller and buyer agree to settle in cash, at a future date, based on the difference in value of the contract between the date it is opened and the settlement date. The value of each contract is equal to the value of the index from time to time multiplied by a specified dollar amount. For example, long-term municipal bond index futures trade in contracts equal to $1000 multiplied by the Bond Buyer Municipal Bond Index, and S&P 500 Index futures trade in contracts equal to $500 multiplied by the S&P 500 Index.
When a trader, such as a Fund, enters into a futures contract, it is
required to deposit with (or for the benefit of) its broker as "initial margin"
an amount of cash or short-term high-quality securities (such as U.S. Treasury
bills or high-quality tax exempt bonds acceptable to the broker) equal to
approximately 2% to 5% of the delivery or settlement price of the contract
(depending on applicable exchange rules). Initial margin is held to secure the
performance of the holder of the futures contract. As the value of the contract
changes, the value of the futures contract positions increases or declines. At
the end of each trading day, the amount of such increase and decline is
received and respectively by and to the holders of these positions. The amount
received or paid is known as "variation margin." If a Fund has a long position
in a futures contract it will establish a segregated account with a Fund's
custodian cash or liquid securities eligible for purchase by a Fund equal to
the purchase price of the contract (less any margin on deposit). For short
positions in futures contracts, a Fund will establish a segregated account with
the custodian with cash or liquid securities eligible for purchase by a Fund
that, when added to the amounts deposited as margin, equal the market value of
the instruments or currency underlying the futures contracts. For future
contracts which are contractually required to settle in cash (rather than by
delivery of the underlying security or commodity), the Fund may designate or
segregate liquid assets in an amount equal to the Fund's daily marked-to-market
(net) obligations rather than the notional value of such contract.
Gain or loss on a futures position is equal to the net variation margin received or paid over the time the position is held, plus or minus the amount received or paid when the position is closed, minus brokerage commissions.
Although many futures contracts call for the delivery (or acceptance) of the specified instrument, futures are usually closed out before the settlement date through the purchase (or sale) of a comparable contract. If the price of the sale of the futures contract by a Fund is less than the price of the offsetting purchase, a Fund will realize a loss. A futures sale is closed by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity and with the same delivery date. Similarly, the closing out of a futures purchase is closed by the purchaser selling an offsetting futures contract.
The value of options purchased by a Fund and futures contracts held by a Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in a Fund's portfolio. All transactions in options and futures involve the possible risk of loss to a Fund of all or a significant part of the value of its investment. In some cases, the risk of loss may exceed the amount of a Fund's investment. When a Fund writes a call option or sells a futures contract without holding the underlying securities, currencies, or futures contracts, its potential loss is unlimited. A Fund will be required, however, to segregate liquid assets in amounts sufficient at all times to satisfy its obligations under options and futures contracts.
The Funds are operated by a person who has claimed an exclusion form the definition of "commodity pool operator" under the Commodity Exchange Act (the "CEA") and, therefore, such person is not subject to registration or regulation as a pool operator under the CEA.
Some Funds may, but are not required to, use a number of derivative instruments for risk management purposes or as part of their investment strategies. Generally, derivatives are financial contracts whose value depend upon, or are derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies or currency exchange rates, commodities, and related indexes. Loomis Sayles may decide not to employ any of these strategies and there is no assurance that any derivatives strategy used by a Fund will succeed. In addition, suitable derivative transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. Examples of derivative instruments that a Fund may use include options contracts, futures contracts, options on futures contracts, zero-strike warrants and options, swap agreements and debt-linked and equity-linked securities.
The successful use of options and futures will usually depend on Loomis Sayles' ability to forecast stock market, currency, or other financial market movements correctly. A Fund's ability to hedge against adverse changes in the value of securities held in its portfolio through options and futures also depends on the degree of correlation between changes in the value of futures or options positions and changes in the values of the portfolio securities. The successful use of futures and exchange-traded options also depends on the availability of a liquid secondary market to enable a Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time. In the case of options that are not traded on an exchange ("over-the-counter" options), a Fund is at risk that the other party to the transaction will default on its obligations, or will not permit a Fund to terminate the transaction before its scheduled maturity.
The options and futures markets of foreign countries are small compared to those of the U.S. and consequently are characterized in most cases by less liquidity than U.S. markets. In addition, foreign markets may be subject to less detailed reporting requirements and regulatory controls than U.S. markets. Furthermore, investments in options in foreign markets are subject to many of the same risks as other foreign investments. See "Foreign Securities" above.
Pay-in-Kind Securities
Each Fund may invest in pay-in-kind securities, which are securities that pay dividends or interest in the form of additional securities of the issuer, rather than in cash. These securities are usually issued and traded at a discount from their face amounts. The amount of the discount varies depending on various facters, such as
the time remaining until maturity of the securities, prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. The market prices of pay-in-kind securities generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than are other types of securities having similar maturities and credit quality.
Portfolio Turnover
Each Fund's portfolio turnover rate for a fiscal year is calculated by dividing the lesser of purchases or sales of portfolio securities, excluding securities having maturity dates at acquisition of one year or less, for the fiscal year by the monthly average of the value of the portfolio securities owned by a Fund during the fiscal year. High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by a Fund, thereby decreasing a Fund's total return. It is impossible to predict with certainty whether future portfolio turnover rates will be higher or lower than those experienced during past periods.
Generally, a Fund intends to invest for long-term purposes. However, the rate of portfolio turnover will depend upon market and other conditions, and it will not be a limiting factor when an adviser believes that portfolio changes are appropriate.
Private Placements
Each Fund may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for these securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell the securities when Loomis Sayles believes that it is advisable to do so, or may be able to sell the securities only at prices lower than if the securities were more widely held. At times, it also may be more difficult to determine the fair value of the securities for purposes of computing a Fund's net asset value.
While private placements may offer opportunities for investment that are not otherwise available on the open market, the securities so purchased are often "restricted securities," which are securities that cannot be sold to the public without registration under the Securities Act or the availability of an exemption from registration (such as Rule 144 or Rule 144A under the Securities Act), or that are not readily marketable because they are subject to other legal or contractual delays or restrictions on resale.
The absence of a trading market can make it difficult to ascertain a market value for illiquid investments such as private placements. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for a Fund to sell them promptly at an acceptable price. A Fund may have to bear the extra expense of registering the securities for resale and the risk of substantial delay in effecting the registration. In addition, market quotations typically are less readily available (if available at all) for these securities. The judgment of Loomis Sayles may at times play a greater role in valuing these securities than in the case of unrestricted securities.
Generally speaking, restricted securities may be sold only to qualified institutional buyers, in a privately negotiated transaction to a limited number of purchasers, in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act. A Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public As such, a Fund may be liable to purchasers of the securities if the registration statement prepared by the issuer, or the prospectus forming a part of the registration statement, is materially inaccurate or misleading.
Privatizations
Each Fund may participate in privatizations. In a number of countries around the world, governments have undertaken to sell to investors interests in enterprises that the government has historically owned or controlled. These transactions are known as "privatizations" and may in some cases represent opportunities for significant
capital appreciation. In some cases, the ability of U.S. investors, such as the Funds, to participate in privatizations may be limited by local law, and the terms of participation for U.S. investors may be less advantageous than those for local investors. Also, there is no assurance that privatized enterprises will be successful, or that an investment in such an enterprise will retain its value or appreciate in value.
Real Estate Investment Trusts ("REITs")
REITs involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, risks of default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the "Code") and failing to maintain their exemptions from registration under the 1940 Act.
Investment in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume, and may be subject to more abrupt or erratic price movements than more widely held securities.
Repurchase Agreements
Under a repurchase agreement, a Fund purchases a security and obtains a simultaneous commitment from the seller (a bank or, to the extent permitted by the 1940 Act, a recognized securities dealer) to repurchase the security at an agreed upon price and date (usually seven days or less from the date of original purchase). The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Repurchase agreements are economically similar to collaberalized by the Funds. Such transactions afford a Fund the opportunity to earn a return on temporarily available cash at minimal market risk. While the underlying security may be a bill, certificate of indebtedness, note, or bond issued by an agency, authority, or instrumentality of the U.S. Government, the obligation of the seller is not guaranteed by the U.S. Government, and there is a risk that the seller may fail to repurchase the underlying security. In such event, a Fund would attempt to exercise rights with respect to the underlying security, including possible disposition in the market. However, a Fund may be subject to various delays and risks of loss, including (a) possible declines in the value of the underlying security during the period while a Fund seeks to enforce its rights thereto, (b) possible reduced levels of income and lack of income during this period, and (c) the inability to enforce rights and the expenses involved in attempted enforcement.
Rule 144A Securities
Rule 144A securities are privately offered securities that can be resold only to certain qualified institutional buyers. Rule 144A securities are treated as illiquid, unless Loomis Sayles has determined, under guidelines established by the Trust's trustees, that the particular issue of Rule 144A securities is liquid. Under the guidelines, Loomis Sayles considers such factors as: (1) the frequency of trades and quotes for a security; (2) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades in the security.
Securities Lending
Each Fund may lend its portfolio securities to broker-dealers under contracts calling for collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. The Funds will continue to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral, which may include shares of a money market fund subject to any investment restrictions listed above. Under some securities lending arrangements a Fund may receive a set fee for keeping its securities available for lending. Any voting rights, or rights to consent, relating to securities loaned pass to the borrower. However, if a material event (as determined by the adviser) affecting the investment occurs, such loans will be called, if possible, so that the
securities may be voted by a Fund. The Funds pay various fees in connection with such loans, including fees to the party arranging the loans, shipping fees and custodian and placement fees approved by the Board of Trustees of the Trusts or persons acting pursuant to the direction of the Boards.
These transactions must be fully collateralized at all times, but involve some credit risk to a Fund if the borrower or the party (if any) guaranteeing the loan should default on its obligation and a Fund is delayed in or prevented from recovering the collateral.
Short-Term Trading
Each Fund may, consistent with their investment objectives, engage in portfolio trading in anticipation of, or in response to, changing economic or market conditions and trends. These policies may result in higher turnover rates in a Fund's portfolio, which may produce higher transaction costs and a higher level of taxable capital gains. Portfolio turnover considerations will not limit the adviser's investment discretion in managing a Fund's assets. The Funds anticipate that their portfolio turnover rates will vary significantly from time to time depending on the volatility of economic and market conditions.
Small Capitalization Companies
Investments in companies with relatively small market capitalizations may involve greater risk than is usually associated with more established companies. These companies often have limited product lines, markets, or financial resources, and they may be dependent upon a relatively small management group. Their securities may have limited marketability and may be subject to more abrupt or erratic movements in price than securities of companies with larger capitalizations or market averages in general. The net asset values of funds that invest in companies with smaller capitalizations may fluctuate more widely than market averages.
Step-Coupon Securities
Each Fund may invest in step-coupon securities. Step-coupon securities trade at a discount from their face value and pay coupon interest. The coupon rate is low for an initial period and then increases to a higher coupon rate thereafter. Market values of these types of securities generally fluctuate in response to changes in interest rates to a greater degree than do conventional interest-paying securities of comparable term and quality. Under many market conditions, investments in such securities may be illiquid, making it difficult for a Fund to dispose of them or determine their current value.
"Stripped" Securities
Each Fund may invest in stripped securities, which are usually structured with two or more classes that receive different proportions of the interest and principal distribution on a pool of U.S. Government, or foreign government securities or mortgage assets. In some cases, one class will receive all of the interest (the interest-only or "IO" class), while the other class will receive the entire principal (the principal-only or "PO" class). Stripped securities commonly have greater market volatility than other types of fixed-income securities. In the case of stripped mortgage securities, if the underlying mortgage assets experience greater than anticipated payments of principal, a Fund may fail to fully recoup its investments in IOs. The staff of the SEC has indicated that it views stripped mortgage securities as illiquid unless the securities are issued by the U.S. Government or its agencies and are backed by fixed-rate mortgages. The Funds intend to abide by the staff's position. Stripped securities may be considered derivative securities.
Structured Notes
Each Fund may invest in a broad category of instruments known as "structured notes." These instruments are debt obligations issued by industrial corporations, financial institutions or governmental or international agencies. Traditional debt obligations typically obligate the issuer to repay the principal plus a specified rate of interest. Structured notes, by contrast, obligate the issuer to pay amounts of principal or interest that are determined by reference to changes in some external factor or factors, or the principal and interest rate may vary from the stated rate because of changes in these factors. For example, the issuer's obligations could be determined by reference to changes in the value of a commodity (such as gold or oil), a foreign currency, an index of securities (such as the S&P 500 Index) or an interest rate (such as the U.S. Treasury bill rate). In some cases, the issuer's obligations are determined by reference to changes over time in the difference (or "spread") between two or more external factors (such as the U.S. prime lending rate and the total return of the stock market in a particular country, as measured by a stock index). In some cases, the issuer's obligations may fluctuate inversely with changes in an external factor or factors (for example, if the U.S. prime lending rate goes up, the issuer's interest payment obligations are reduced). In some cases, the issuer's obligations may be determined by some multiple of the change in an external factor or
factors (for example, three times the change in the U.S. Treasury bill rate). In some cases, the issuer's obligations remain fixed (as with a traditional debt instrument) so long as an external factor or factors do not change by more than the specified amount (for example, if the value of a stock index does not exceed some specified maximum), but if the external factor or factors change by more than the specified amount, the issuer's obligations may be sharply reduced.
Structured notes can serve many different purposes in the management of a Fund. For example, they can be used to increase a Fund's exposure to changes in the value of assets that a Fund would not ordinarily purchase directly (such as stocks traded in a market that is not open to U.S. investors). They can also be used to hedge the risks associated with other investments a Fund holds. For example, if a structured note has an interest rate that fluctuates inversely with general changes in a country's stock market index, the value of the structured note would generally move in the opposite direction to the value of holdings of stocks in that market, thus moderating the effect of stock market movements on the value of a Fund's portfolio as a whole.
Risks. Structured notes involve special risks. As with any debt obligation, structured notes involve the risk that the issuer will become insolvent or otherwise default on its payment obligations. This risk is in addition to the risk that the issuer's obligations (and thus the value of a Fund's investment) will be reduced because of adverse changes in the external factor or factors to which the obligations are linked. The value of structured notes will in many cases be more volatile (that is, will change more rapidly or severely) than the value of traditional debt instruments. Volatility will be especially high if the issuer's obligations are determined by reference to some multiple of change in the external factor or factors. Many structured notes have limited or no liquidity, so that a Fund would be unable to dispose of the investment prior to maturity. As with all investments, successful use of structured notes depends in significant part on the accuracy of the adviser's analysis of the issuer's creditworthiness and financial prospects and of the adviser's forecast as to changes in relevant economic and financial market conditions and factors. In instances where the issuer of a structured note is a foreign entity, the usual risks associated with investments in foreign securities (described below) apply. Structured notes may be considered derivative securities.
Supranational Entities
Each Fund may invest in obligations of supranational entities. A supranational entity is an entity designated or supported by national governments to promote economic reconstruction, development or trade amongst nations. Examples of supranational entities include the International Bank for Reconstruction and Development (also known as the World Bank) and the European Investment Bank. In addition to the risks of investing in securities generally, obligations of supranational entities are subject to the risk that the governments on whose support the entity depends for its financial backing or repayment may be unable or unwilling to provide that support. Obligations of a supranational entity that are denominated in foreign currencies will also be subject to the risks associated with investments in foreign currencies, as described above under "Foreign Currency Transactions."
Tax Exempt Securities
Each Fund may invest in "Tax Exempt Securities," which term refers to debt securities the interest from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by a Fund's portfolio manager to be reliable), exempt from federal income tax. Tax Exempt Securities include debt obligations issued by or on behalf of states, territories and possessions of the U.S. and their political subdivisions (for example, counties, cities, towns, villages and school districts) and authorities to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which certain Tax Exempt Securities may be issued include the refunding of outstanding obligations, obtaining funds for federal operating expenses, or obtaining funds to lend to public or private institutions for the construction of facilities such as educational, hospital and housing facilities. In addition, certain types of private activity bonds have been or may be issued by public authorities or on behalf of state or local governmental units to finance privately operated housing facilities, sports facilities, convention or trade facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. Such obligations are included within the term "Tax Exempt Securities" if the interest paid thereon, is, in the opinion of bond counsel to the issuer (or on
the basis of other authority believed by a Fund's portfolio manager to be reliable), exempt from federal income tax.
A Fund that invests in certain tax-exempt bonds or certain private activity bonds may not be a desirable investment for "substantial users" of facilities financed by such obligations or bonds or for "related persons" of substantial users. You should contact your financial adviser or attorney for more information if you think you may be a "substantial user" or a "related person" of a substantial user.
There are variations in the quality of Tax Exempt Securities, both within a particular classification and between classifications, depending on numerous factors (see Appendix A).
The two principal classifications of tax-exempt bonds are general obligation bonds and limited obligation (or revenue) bonds. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from the issuer's general unrestricted revenues and not from any particular fund or source. The characteristics and method of enforcement of general obligation bonds vary according to the law applicable to the particular issuer, and payment may be dependent upon an appropriation by the issuer's legislative body. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities, or in some cases from the proceeds of a special excise or other specific revenue source such as the user of the facility. Tax-exempt private activity bonds are in most cases revenue bonds and generally are not payable from the unrestricted revenues of the issuer. The credit and quality of such bonds are usually directly related to the credit standing of the corporate user of the facilities. Principal and interest on such bonds are the responsibilities of the corporate user (and any guarantor).
The yields on Tax Exempt Securities are dependent on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the Tax Exempt Securities market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Further, information about the financial condition of an issuer of tax-exempt bonds may not be as extensive as that made available by corporations whose securities are publicly traded. The ratings of Moody's, Fitch and S&P represent their opinions as to the quality of the Tax Exempt Securities, which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, Tax Exempt Securities with the same maturity, interest rate and rating may have different yields while Tax Exempt Securities of the same maturity and interest rates with different ratings may have the same yield. Subsequent to its purchase by a Fund, an issue of Tax Exempt Securities or other investments may cease to be rated or the rating may be reduced below the minimum rating required for purchase by a Fund. Neither event will require the elimination of an investment from a Fund's portfolio, but the Funds' adviser will consider such an event as part of its normal, ongoing review of all of a Fund's portfolio securities.
Securities in which a Fund may invest, including Tax Exempt Securities, are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, which may be enacted by Congress or the state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power or ability of issuers to meet their obligations for the payment of interest and principal on their Tax Exempt Securities may be materially affected or that their obligations may be found to be invalid and unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for tax-exempt bonds or certain segments thereof, or materially affecting the credit risk with respect to particular bonds. Adverse economic, legal or political developments might affect all or a substantial portion of a Fund's Tax Exempt Securities in the same manner.
From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on debt obligations issued by states and their political subdivisions and similar proposals may well be introduced in the future. If such a proposal were enacted, the availability of Tax-Exempt Securities for investment by a Fund and the value of a Fund's portfolio could be materially affected, in which event a Fund would reevaluate its investment objectives and policies and consider changes in their structure or dissolution.
All debt securities, including tax-exempt bonds, are subject to credit and market risk. Generally, for any given change in the level of interest rates, prices for longer maturity issues tend to fluctuate more than prices for shorter maturity issues.
"To Be Announced" Transactions (Loomis Sayles Securitized Asset Fund only)
In a "to be announced" transaction, the Fund commits to purchase securities for which all specific information is not yet known at the time of the trade. If deemed advisable as a matter of investment strategy, the adviser may dispose of or renegotiate a commitment after it has been entered into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. In these cases the Fund may realize a short-term capital gain or loss. Securities purchased on a "to be announced" basis have similar risks to when-issued securities. The Fund will not accrue interest on the security between the time the Fund enters into the commitment and the time the security is delivered. When the Fund buys a security on a "to be announced" basis, it assumes the risks of ownership of the underlying securities. For example, the Fund is subject to the risk that market rates of interest will increase before the time the security is delivered or that the security will otherwise decrease in value. If the Fund has outstanding obligations to purchase securities on a "to be announced" basis, it will designate liquid assets on the Fund's records in an amount sufficient to satisfy these obligations.
U.S. Government Securities
U.S. Government securities have different kinds of government support. Such securities include direct obligations of the U.S. Treasury, as well as securities issued or guaranteed by U.S. Government agencies, authorities, and instrumentalities, including, among others, the GNMA, the Federal Home Loan Mortgage Corporation, the FNMA, the Federal Housing Administration, the Resolution Funding Corporation, the Federal Farm Credit Banks, the Federal Home Loan Bank, the Tennessee Valley Authority, the Student Loan Marketing Association, and the Small Business Administration. More detailed information about some of these categories of U.S. Government securities follows.
U.S. Treasury Bills--U.S. Treasury Bills are direct obligations of the U.S. Treasury that are issued in maturities of one year or less. No interest is paid on Treasury bills; instead, they are issued at a discount and repaid at full face value when they mature. They are backed by the full faith and credit of the U.S. Government.
U.S. Treasury Notes and Bonds--U.S. Treasury Notes and Bonds are direct obligations of the U.S. Treasury that are issued in maturities that vary between one and thirty years, with interest normally payable every six months. They are backed by the full faith and credit of the U.S. Government.
"Ginnie Maes"--Ginnie Maes are debt securities issued by a mortgage banker or other mortgagee that represent an interest in a pool of mortgages insured by the Federal Housing Administration or the Farmer's Home Administration or guaranteed by the Veterans Administration. GNMA guarantees the timely payment of principal and interest when such payments are due, whether or not these amounts are collected by the issuer of these certificates on the underlying mortgages. It is generally understood that a guarantee by GNMA is backed by the full faith and credit of the U.S. Mortgages included in single family or multi-family residential mortgage pools backing an issue of Ginnie Maes have a maximum maturity of up to 30 years. Scheduled payments of principal and interest are made to the registered holders of Ginnie Maes (such as the Fund, which reinvests any prepayments) each month. Unscheduled prepayments may be made by homeowners or as a result of a default. Prepayments are passed through to the registered holder of Ginnie Maes along with regular monthly payments of principal and interest.
"Fannie Maes"--FNMA is a government-sponsored corporation owned entirely by private stockholders that purchases residential mortgages from a list of approved seller/servicers. Fannie Maes are pass-through securities issued by FNMA that are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.
"Freddie Macs"--The Federal Home Loan Mortgage Corporation ("FHLMC") is a corporate instrumentality of the U.S. Government. Freddie Macs are participation certificates issued by FHLMC that represent an interest in residential mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but Freddie Macs are not backed by the full faith and credit of the U.S. Government.
Please see "Mortgage-Related Securities" above for additional information on these securities.
Some U.S. Government securities, called "Treasury inflation-protected securities" or "TIPS," are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on TIPS is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. Although repayment of the original bond principal upon maturity is guaranteed, the market value of TIPS is not guaranteed, and will fluctuate.
The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of TIPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of TIPS. If inflation is lower than expected during the period that a Fund holds TIPS, the Fund may earn less on the TIPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in TIPS may not be protected to the extent that the increase is not reflected in the bonds' inflation measure. There can be no assurance that the inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services.
The yields available from U.S. Government securities are generally lower than the yields available from corporate fixed-income securities. Like other fixed-income securities, however, the values of U.S. Government securities change as interest rates fluctuate. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in a Fund's net asset value. Since the magnitude of these fluctuations will generally be greater at times when a Fund's average maturity is larger, under certain market conditions each Fund may, for temporary defensive purposes, expect lower current income from short-term investments rather than investing in higher yielding long-term securities. Securities such as Fannie Maes and Freddie Macs are guaranteed as to the payment of principal and interest by the relevant entity but are not backed by the full faith and credit of the U.S. government. An event affecting the guaranteeing entity could adversely affect the payment of principal or interest or both on the security, and therefore these types of securities should be considered riskier than U.S. government securities.
FNMA and FHLMC have each been the subject of investigations by federal regulators over certain accounting matters. Such investigations, and any resulting restatements of financial statements, may adversely affect the guaranteeing entity and, as a result, the payment of principal or interest on these types of securities.
Warrants and Rights
A warrant is an instrument that gives the holder a right to purchase a given number of shares of a particular security at a specified price until a stated expiration date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of an equivalent amount in the underlying common stock. The market value of a warrant does not necessarily move with the value of the underlying securities. If a holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying security does not, before the expiration date, exceed the exercise price of the warrant. Investment in warrants is a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect to the assets of the issuer. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price.
In addition, pending investment of proceeds from new sales of Fund shares or to meet ordinary daily cash needs, a Fund may temporarily hold cash (U.S. dollars, foreign currencies or multinational currency units) and may invest any portion of its assets in money market instruments and high quality debt securities.
When-Issued Securities
A when-issued security involves a Fund entering into a commitment to buy a security before the security has been issued. A Fund's payment obligation and the interest rate on the security are determined when a fund enters into the commitment. The security is typically delivered to a fund 15 to 120 days later. No interest accrues on the security between the time a fund enters into the commitment and the time the security is delivered. If the value of the security being purchased falls between the time a Fund commits to buy it and the payment date, a fund may sustain a loss. The risk of this loss is in addition to a fund's risk of loss on the securities actually in its portfolio at the time. In addition, when a Fund buys a security on a when-issued basis, it is subject to the risk that market rates of interest will increase before the time the security is delivered, with the result that the yield on the security delivered to a Fund may be lower than the yield available on other, comparable securities at the time of delivery. If a Fund has outstanding obligations to buy when-issued securities, it will either designate on its records or segregate liquid assets at its custodian bank in an amount sufficient to satisfy these obligations.
Zero-Global Coupon Securities
Zero-couponZero-coupon securities are debt obligations (e.g., bonds) that do not entitle the holder to any periodic payments of interest either for the entire life of the obligation or for an initial period after the issuance of the obligation. Such bonds are issued and traded at a discount from their face amounts. The amount of the discount varies depending on such factors as the time remaining until maturity of the bonds, prevailing interest rates, the liquidity of the security, and the perceived credit quality of the issuer. The market prices of Zero-couponZero-couponzero-coupon bonds generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than non-Zero-couponzero-coupon bonds having similar maturities and credit quality. In order to satisfy a requirement for qualification as a "regulated investment company" under the Code, a Fund must distribute each year at least 90% of its net investment income, including the original issue discount accrued on Zero-couponzero-coupon bonds. Because a Fund investing in Zero-couponzero-coupon bonds will not, on a current basis, receive cash payments from the issuer in respect of accrued original issue discount, a Fund may have to distribute cash obtained from other sources in order to satisfy the 90% distribution requirement under the Code. Such cash might be obtained from selling other portfolio holdings of a Fund. In some circumstances, such sales might be necessary in order to satisfy cash distribution requirements even though investment considerations might otherwise make it undesirable for a Fund to sell such securities at such time.
TEMPORARY DEFENSIVE STRATEGIES
Each Fund has the flexibility to respond promptly to changes in market and economic conditions. In the interest of preserving shareholders' capital, Loomis Sayles may employ a temporary defensive strategy if it determines such a strategy to be warranted. Pursuant to such a defensive strategy, a Fund may temporarily hold cash (U.S. dollars, foreign currencies, or multinational currency units) or invest up to 100% of its assets in high quality debt securities or money market instruments of U.S. or foreign issuers. It is impossible to predict whether, when or for how long a Fund will employ temporary defensive strategies. The use of temporary defensive strategies may prevent a Fund from achieving its objectives.
PORTFOLIO HOLDINGS INFORMATION
The Trust's Board of Trustees has adopted policies to limit the disclosure of confidential portfolio holdings information and to ensure equal access to such information, except in certain circumstances as approved by the Board of Trustees. These policies are summarized below. Generally, portfolio holdings information will not be disclosed until it's first posted on the Funds' website at www.loomissayles.com. Generally, full portfolio holdings information will not be posted until it is aged at least 30 days. Any holdings information that is released must clearly indicate the date of the information, and must state that due to active management the Funds may or may not still invest in the securities listed. Portfolio characteristics, such as industry/sector breakdown, current
yield, quality breakdown, duration, average price-earnings ratio and other similar information may be provided on a current basis. However, portfolio characteristics do not include references to specific portfolio holdings.
The Board of Trustees has approved exceptions to the general policy on the sharing of portfolio holdings information as in the best interests of the Funds:
(1) Disclosure of portfolio holdings posted on the Funds' website provided the information is shared no sooner than the next day following the day on which the information is posted;
(2) Disclosure to firms offering industry-wide services, provided that the firm has agreed in writing to maintain the confidentiality of the Funds' portfolio holdings. Entities that receive information pursuant to this exception include Lipper (monthly disclosure of full portfolio holdings, provided 5 days after month-end); Vestek (daily disclosure of full portfolio holdings, provided the next business day); and FactSet (daily disclosure of full portfolio holdings provided the next business day);
(3) Disclosure to ADP Investor Communication Services, Inc. as part of the proxy voting recordkeeping services provided to the Funds, and to Risk Metrics Group and Glass Lewis, LLC, as part of the proxy voting administration and research services, respectively, provided to the Funds' adviser (portfolio holdings of issuers as of record date for shareholder meetings);
(4) Disclosure to employees of each Fund's adviser, principal underwriter, administrator, custodian, fund accounting agent, independent registered public accounting firm fund counsel and independent trustees' counsel, as well as to broker-dealers executing portfolio transactions for the Funds, provided that such disclosure is made for bona fide business purposes; and
(5) Other disclosures made for non-investment purposes, but only if approved in writing in advance by an officer of the Funds. Such exceptions will be reported to the Board of Trustees.
With respect to (2) and (4) above, disclosure is made pursuant to procedures that have been approved by the Board of Trustees and may be made by employees of a Fund's adviser, administrator or custodian.
With respect to (5) above, approval will be granted only when the officer determines that the Funds have a legitimate business reason for sharing the portfolio holdings information and the recipients are subject to a duty of confidentiality, including a duty not to trade on the information. As of the date of this Statement, the only entities that receive information pursuant to this exception are GCom2 (quarterly, or more frequently as needed, disclosure of full portfolio holdings) for the purpose of performing certain functions related to the production of the Funds' semiannual financial statements, quarterly Form N-Q filing and other related items, Electra Information Systems, Inc. (daily disclosure of full portfolio holdings) for the purpose of performing certain electronic reconciliations of portfolio holdings for the Funds and Lehman Point (periodic disclosure of full portfolio holdings) and Yield Book (periodic disclosure of full portfolio holdings) for the purpose of performing certain portfolio analytics for the adviser. The Board of Trustees exercises oversight of the disclosure of portfolio holdings by, among other things, receiving and reviewing reports from each Fund's chief compliance officer regarding any material issues concerning the Fund's disclosure of portfolio holdings or from officers of the Fund in connection with proposed new exceptions or new disclosures pursuant to item (5) above.
Notwithstanding the above, there is no assurance that the Funds' policies on the sharing of portfolio holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of that information.
In addition, any disclosures of portfolio holdings information by a Fund or its adviser must be consistent with the anti-fraud provisions of the federal securities laws, a Fund and the adviser's fiduciary duty to shareholders and a Fund's code of ethics. A Fund's policies expressly prohibit the sharing of portfolio holdings information if a Fund, its adviser, or any other affiliated party receives compensation or other consideration in connection with such arrangement. The term "consideration" includes any agreement to maintain assets in a Fund or in other funds or accounts managed by a Fund's adviser or by any affiliated person of the adviser.
MANAGEMENT OF THE FUNDS
The Trust is governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business and for protecting the interests of shareholders. The trustees meet periodically throughout the year to oversee the Funds' activities, review contractual arrangements with companies that provide services to the Funds and review the Funds' performance.
Trustees and Officers The table below provides certain information regarding the trustees and officers of the Trust. For purposes of this table and for purposes of this Statement, the term "Independent Trustee" means those trustees who are not "interested persons" as defined in the 1940 Act of the Trust and, when applicable, who have no direct or indirect financial interest in the approval of a matter being voted on by the relevant Board of Trustees. For purposes of this Statement, the term "Interested Trustee" means those trustees who are "interested persons" of the Trust and, when applicable, who have a direct or indirect financial interest in the approval of a matter being voted on by the Board of Trustees.
Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.
Position(s) Held with the Trusts, Length of Time Principal Occupation(s) Number of Portfolios in Fund Name and Year of Served and During Past 5 Complex Overseen*** Birth Term of Office* Years** and Other Directorships Held ---------------------- ------------------------ --------------------------------- ---------------------------- INDEPENDENT TRUSTEES Graham T. Allison, Jr. Trustee 42 (1940) since 2003 Douglas Dillon Professor and Director of the Belfer Center for Director, Taubman Centers, Contract Review and Science and Inc. (real estate investment Governance Committee International trust) Member Affairs, John F. Kennedy School of Government, Harvard University Charles D. Baker Trustee President and Chief 42 (1956) since 2005 Executive Officer, Harvard Pilgrim None Contract Review and Health Care (health Governance plan) Committee Member Edward A. Benjamin Trustee Retired 42 (1938) since 2002 None Chairman of the Contract Review and Governance Committee Daniel M. Cain Trustee President and Chief 42 (1945) since 2003 Executive Officer, Cain Brothers & Director, Sheridan Chairman of the Company, Healthcare Inc. (physician Audit Committee Incorporated practice management) (investment banking) Richard Darman Trustee Partner, The 42 (1943) since 2003 Carlyle Group (investments); Director and Chairman of Contract Review and formerly, Board of Directors, AES Governance Professor, John F. Corporation (international Committee Member Kennedy School of power company) Government, Harvard University |
Jonathan P. Mason Trustee Chief Financial Officer, Cabot 42 (1958) since 2007 Corp. (specialty chemicals); formerly, Vice President and None Audit Committee Member Treasurer, International Paper Company; formerly, Chief Financial Officer, Carter Holt Harvey (forestry products) Sandra O. Moose Chairperson of the Board of President, Strategic Advisory 42 (1942) Trustees since November 2005 Services (management consulting); formerly, Senior Vice President Director, Verizon Trustee and Director, The Boston Communications; Consulting Group, Inc. Director, Rohm since 2003 (management consulting) and Haas Company Ex officio member of the Audit (specialty Committee and Contract Review chemicals); and Governance Committee Director, AES Corporation (international power company) Cynthia L. Walker Trustee Deputy Dean for Finance & 42 (1956) Administration, Yale University since 2005 School of Medicine; and (formerly, None Executive Dean for Administration Audit Committee Member Dean for Finance and CFO), Harvard Medical School |
INTERESTED TRUSTEES Robert J. Blanding/1/ Trustee President, Chairman, Director and 42 (1947) since 2002 Chief Executive Officer, Loomis, 555 California Street Sayles & Company, L.P. None San Francisco, President and Chief Executive Officer CA 94204 John T. Hailer/2/ Trustee President and Chief Executive Officer, 42 (1960) since 2003 Natixis Asset Management Advisors, L.P., Natixis Distributors, L.P., Natixis None President Global Associates, Inc., President and Chief Executive Officer U.S. and Natixis Global Asset Management Asia |
* Each Trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72. The position of Chairperson 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 September 14, 2007.
** 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. Previous positions during the past five years with Natixis Distributors, L.P. (the "Distributor"), Natixis Asset Management Advisors, L.P. ("Natixis Advisors") or Loomis, Sayles & Company, L.P. are omitted if not materially different from a Trustee's or officer's current position with such entity.
*** The trustees of the Trusts serve as trustees of a fund complex that includes all series of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series collectively, the "Fund Complex". Mr.Mason was appointed a trustee effective April 1, 2007.
/1/ Mr. Blanding is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trusts: President, Chairman, Director and Chief Executive Officer of Loomis Sayles.
/2/ Mr. Hailer is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trusts: Chairman of the Board, Director and Executive Vice President of Natixis Distribution Corporation; President and Chief Executive Officer of Natixis Global Asset Management North America.,Natixis Global Associates Inc. Natixis Advisors and Natixis Distributors, L.P.
Officers of the Trusts Position(s) Name and Held with the Term of Office and Principal Occupation(s) Year of Birth Trust Length of Time Served During Past 5 Years ------------- -------------- --------------------- --------------------------- Coleen Downs Secretary, Since September 2004 Senior Vice President, Dinneen Clerk and General Counsel, Secretary (1960) Chief Legal and Clerk (formerly, Officer Deputy General Counsel, Assistant Secretary and Assistant Clerk), Natixis Distribution Corporation, Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P. Daniel J. Fuss Executive Vice Since June 2003 Vice Chairman and (1933) President Director, Loomis, Sayles & One Financial Company, L.P Center Boston, MA 02111 Russell L. Kane Chief Since May 2006 Chief Compliance Officer (1969) Compliance for Mutual Funds, Senior Officer; Vice President, Deputy Assistant Since June 2004 General Counsel, Assistant Secretary Secretary and Assistant Anti-Money Since April 2007 Clerk, Natixis Distribution Laundering Corporation; Natixis Officer Distributors, L.P. and Natixis Asset Management Advisors, L.P.; formerly, Senior Counsel, Columbia Management Group. Michael C. Treasurer, Since October 2004 Senior Vice President, Kardok Principal Natixis Asset Management (1959) Financial and Advisors, L.P. and Natixis Accounting Distributors, L.P.; Officer formerly, Senior Director, PFPC Inc. Robert Krantz Executive Vice Since September 2007 Executive Vice President, (1964) President Natixis Distributors, L.P. and Natixis Asset Management Advisors, L.P. |
** Each person listed above, except as noted, holds the same position(s) with the Natixis Funds trusts and Loomis Sayles Funds trusts. Mr. Fuss is not an officer of the Natixis 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.
Standing Board Committees
The Trustees have delegated certain authority to the two standing committees of the Trust, the Audit Committee and Contract Review and Governance Committee.
The Contract Review and Governance Committee of the Trust consists solely of Independent Trustees and considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between the adviser and the Trust, and governance matters relating to the Trust. During the fiscal year ended September 30, 2007, this Committee held six meetings.
The Contract Review and Governance Committee also makes nominations for
independent trustee membership on the Board of Trustees when necessary and
considers recommendations from shareholders of a Fund that are 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 for 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, 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 trustee candidate to enable a proper
judgment to be made as to the candidate's qualifications, which may include:
(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) such
other factors as the appropriate Board Committee may request in light of the
existing composition of the Board and any anticipated vacancies or other
transitions. The recommendation must be received in a timely manner (and in any
event no later than the date specified for receipt of shareholder proposals in
any applicable proxy statement with respect to a Fund). A recommendation for
trustee nomination shall be kept on file and considered by the Board for six
(6) months from the date of receipt, after which the recommendation shall be
considered stale and discarded.
The Audit Committee of the Trust consists solely of Independent Trustees and considers matters relating to the scope and results of the Trust's audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in an audit with the Board of Trustees. This Committee also reviews and monitors compliance with stated investment objectives and policies, SEC and Treasury regulations as well as operational issues relating to the transfer agent and custodian. During the fiscal year ended September 30, 2007, this Committee held five meetings.
The current membership of each committee is as follows:
Audit Committee Contract Review and Governance Committee --------------- ---------------------------------------- Daniel M. Cain - Chairman Edward A. Benjamin - Chairman Jonathan P. Mason Graham T. Allison, Jr. Cynthia L. Walker Richard Darman Charles D. Baker |
As chairperson of the Board of Trustees, Ms. Moose is an ex officio member of both Committees.
Fund Securities Owned by the Trustees
As of December 31, 2007, the Trustees had the following ownership of the Funds:
Independent Trustees:
* A. None
B. $1 - 10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
Graham T. Charles D. Edward A. Daniel M. Dollar Range of Fund Shares* Allison, Jr.** Baker Benjamin** Cain** ---------------------------- -------------- ---------- ---------- --------- Loomis Sayles High Income Opportunities Fund A A A A Loomis Sayles Securitized Asset Fund A A A A Aggregate Dollar Range of Fund Shares in Funds in the Fund Complex Overseen by Trustee E C E E -------- |
** Amounts include amounts held through the deferred compensation plan.
Richard Jonathan Sandra O. Cynthia L. Dollar Range of Fund Shares* Darman** Mason Moose** Walker ---------------------------- -------- -------- --------- ---------- Loomis Sayles High Income Opportunities Fund A A A A Loomis Sayles Securitized Asset Fund A A A A Aggregate Dollar Range of Fund Shares in Funds Overseen by Trustee in the Fund Complex E E E D -------- |
** Amounts include amounts held through the deferred compensation plan. *** Mr. Mason was appointed a trustee effective April 1, 2007.
Interested Trustees
Dollar Range of Fund Shares* Robert J. Blanding John T. Hailer ---------------------------- ------------------ -------------- Loomis Sayles High Income Opportunities Fund A A Loomis Sayles Securitized Asset Fund A A Aggregate Dollar Range of Fund Shares E E |
in Funds in the Fund Complex Overseen by Trustee:
* A. None
B. $1 - 10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
Trustee Fees
The Trust pays no compensation to its officers or to their trustees who are Interested Trustees.
The Chairperson of the Board receives a retainer fee at the annual rate of $200,000. 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 $65,000. Each Independent Trustee also receives a meeting attendance fee of $7,500 for each meeting of the Board of Trustees that he or she attends in person and $3,750 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $10,000. Each Contract Review and Governance Committee member is compensated $5,000 for each Committee meeting that he or she attends in person and $2,500 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $6,250 for each Committee meeting that he or she attends in person and $3,125. for each meeting he or she attends telephonically. These fees are
allocated among the mutual fund portfolios 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.
During the fiscal year ended September 30, 2007, the Trustees of the Trust received the amounts set forth in the following table for serving as a trustee of the Trust and for also serving as trustees of the Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Loomis Sayles Funds II, Natixis Cash Management Trust, Gateway Trust, Hansberger International Series and AEW Real Estate Income Fund, a (closed-end investment company that has since been liquidated). The table also sets forth, as applicable, pension or retirement benefits accrued as part of fund expenses, as well as estimated annual retirement benefits:
Compensation Table
For the Fiscal Year Ended September 30, 2007
(1) (2) (3) (4) (5) --- ----------------- --------------- ------------- ------------------ Pension or Retirement Benefits Estimated Total Compensation Aggregate Accrued as Part Annual From the Fund Name of Person, Compensation from of Trust Benefits Upon Complex/3/ Position Trust/1/ Expenses2 Retirement Paid to Trustee --------------- ----------------- --------------- ------------- ------------------ Independent Trustees Graham T. Allison, Jr. $ 40,708 $0 $0 $102,125 Charles D. Baker $ 37,296 $0 $0 $ 94,075 Edward A. Benjamin $ 44,879 $0 $0 $112,625 Daniel M. Cain $ 45,467 $0 $0 $112,825 Paul G. Chenault/4/ $ 9,721 $0 $0 $ 25,125 Kenneth J. Cowen/4/ $ 9,721 $0 $0 $ 25,125 Richard Darman $ 40,168 $0 $0 $100,125 Jonathan P. Mason $ 18,018 $0 $0 $ 43,500 Sandra O. Moose $103,163 $0 $0 $200,000 John Shane $ 10,131 $0 $0 $ 26,125 Cynthia L. Walker $ 41,296 $0 $0 $102,325 |
Interested Trustees ------------------- Robert J. Blanding............................................. $0 $0 $0 $0 John T. Hailer................................................. $0 $0 $0 $0 -------- |
/1/ Amounts include payments deferred by trustees for the fiscal year ended September 30, 2007, with respect to the Trust. The total amount of deferred compensation accrued for Loomis Sayles Funds I as of September 30, 2007 for the Trustees is as follows: Allison ($480,500), Baker ($15,130), Benjamin ($103,219), Cain ($181,237), Chenault ($40,15831,173), Cowan ($86,66271,420)/3/ Darman ($209,777) and Walker ($36,896).
/2/ The Trust provides no pension or retirement benefits to Trustees, but have adopted a deferred payment arrangement under which each Trustee may elect not to receive fees from the Trust 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 one or more series of the Trust selected by the Trustee on the normal payment date for such fees.
/3/ Total Compensation represents amounts paid during the fiscal year ended September 30, 2007 to a trustee for serving on the board of trustees of ten (10) trusts with a total of forty-one (41) funds as of September 30, 2007.
/4/ Effective December 31, 2006, Messrs. Paul G. Chenault, Kenneth J. Cowan and John A. Shane retired as members of the IXIS Advisor and Loomis Sayles Fund Board of Trustees.
The Natixis Funds trusts, Loomis Sayles Funds trusts and Hansberger International Series do not provide pension or retirement benefits to Trustees, but have adopted a deferred payment arrangement under which each Trustee may 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 such fees.
Code of Ethics. The Trust, Loomis Sayles, and Natixis Distributors, L.P. each have adopted a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit the personnel of these entities to invest in securities, including securities that a Fund may purchase or hold. The codes of ethics are on public file with, and are available from, the SEC.
Proxy Voting Policies. The Board of Trustees of the Funds has adopted the Proxy Voting Policy and Guidelines (the "Guidelines") for the voting of proxies for securities held by the Funds. Under the Guidelines, the responsibility for voting proxies generally is delegated to the Funds' investment adviser. Under the Guidelines, decisions regarding the voting of proxies are to be made solely in the interest of a Fund and its shareholders. The adviser shall exercise its fiduciary responsibilities to vote proxies with respect to a Fund's investments that are managed by that adviser in a prudent manner in accordance with the Guidelines and the proxy voting policies of the adviser. Proposals that, in the opinion of the adviser, are in the best interests of shareholders are generally voted "for" and proposals that, in the judgment of the adviser, are not in the best interests of shareholders are generally voted "against." The adviser is responsible for maintaining certain records and reporting to the Audit Committee of the Trust in connection with the voting of proxies. The adviser shall make available to the Funds, or Natixis Advisors, the Funds' administrator, the records and information maintained by the adviser under the Guidelines.
Loomis Sayles uses the services of third parties ("Proxy Voting Service(s)"), to research and administer the vote on proxies for those accounts and funds for which Loomis Sayles has voting authority. Each Proxy Voting Service has a copy of Loomis Sayles' proxy voting procedures ("Procedures") and provides vote recommendations and/or analysis to Loomis Sayles based on the Proxy Voting Service's own research. Loomis Sayles will generally follow its express policy with input from the Proxy Voting Services unless Loomis Sayles' Proxy Committee (the "Proxy Committee") determines that the client's best interests are served by voting otherwise.
All issues presented for shareholder vote will be considered under the oversight of the Proxy Committee. All non-routine issues will be directly considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of a Fund holding the security, and will be voted in the best investment interests of a Fund. All routine issues will be voted according to Loomis Sayles' policy approved by the Proxy Committee unless special factors require that they be considered by the Proxy Committee and, when
necessary, the equity analyst following the company and/or the portfolio manager of a Fund holding the security. Loomis Sayles' Proxy Committee has established these routine policies in what it believes are the best investment interests of Loomis Sayles' clients.
The specific responsibilities of the Proxy Committee include (1) the development, authorization, implementation and update of the Procedures, including an annual review of the Procedures, existing voting guidelines and the proxy voting process in general, (2) oversight of the proxy voting process including oversight of the vote on proposals according to the predetermined policies in the voting guidelines, directing the vote on proposals where there is reason not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration, and consultation with the portfolio managers and analysts for the Fund holding the security when necessary or appropriate, and (3) engagement and oversight of third-party vendors, including Proxy Voting Services.
Loomis Sayles has established several policies to ensure that proxies are voted in its clients' best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in the Procedures. Second, where these Procedures allow for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Services in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Services' recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Services' recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.
Information regarding how a fund voted proxies related to its portfolio securities during the 12-month period ended June 30, 2007 is available without charge on the Funds' website at www.loomissayles.com and on the SEC's website at www.sec.gov.
OWNERSHIP OF FUND SHARES
The following table provides information on the principal holders of each Fund. A principal holder is a person who owns of record or beneficially 5% or more of any class of a Fund's outstanding securities. Information provided in this table is as of January 4, 2008.*
To the extent that any shareholder listed below beneficially owns more than 25% of a Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of a Fund to take actions requiring the affirmative vote of holders of a plurality or majority of a Fund's shares without the approval of the controlling shareholder.
* Such ownership may be beneficially held by individuals or entities other than the owner listed. To the extent that any listed shareholder beneficially owns more than 25% of a Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the affirmative vote of holders of a plurality or majority of the Fund's shares without the approval of the controlling shareholder.
Loomis Sayles High Income Opportunities Fund
Institutional MLPF&S For the Sole 18.41% Benefit Of Its Customers Attn Fund Administration ML#97144 4800 Deer Lake Dr East - 2/nd/ FL Jacksonville FL 32246-6484 JP Morgan Chase Bank NA 12.55% TTTEE The Employees Retirement Plan Of Bose Corporation 3 Metrotech Center 6/th/ Fl Brooklyn NY 11245-0001 US Bank Custodian 8.83% FBO Northern Minnesota Wisconsin Area Retail Clerk 60 Livingston Ave St Paul MN 55107-2292 Iron Workers of 7.76% Western Pennsylvania Pension Plan 2201 Liberty Avenue Pittsbury PA 15222-4512 Keybank NA 5.87% FBO NW OHIO CARPENTERS PO BOX 94871 CLEVELAND OH. 44101-4871 Smith Barney Corporate 5.61% Trust Company Custodian FBO Sheet Metal Workers Intl 824 N Market St Ste 210 Wilmington DE 19801-4909 Loomis Sayles Securitized Asset Fund Institutional/1/ MLPF&S For the Sole 56.22% Benefit Of Its Customers Attn: Fund Administration ML#97144 4800 Deer Lake Dr East - 2/nd/ FL Jacksonville FL 32246-6484 -------- |
1 As of January 4, 2008, Merrill Lynch Pierce Fenner & Smith Inc., ("MLPF&S") For The Sole Benefit Of Its Customers, Attn: Fund Administration ML#97144, 4800 Deer Lake Dr East--2nd FL, Jacksonville, FL 32246-6484 owned 56.22% of the Loomis Sayles Securitized Asset Fund and therefore may be presumed to "control" the Fund, as that term is defined in the Investment Company Act of 1940. However, such ownership may be beneficially held by individuals or entities other than MLPF&S
Management Ownership
As of record on January 4, 2008, the officers and trustees of the Trust collectively owned less than 1% of the then outstanding shares of the Funds. These amounts include shares held by the Loomis Sayles Employees' Profit Sharing Plan (the "Profit Sharing Plan") for the accounts of officers and trustees of the Trusts, but exclude all other holdings of the Profit Sharing Plan and the Loomis Sayles Funded Pension Plan (the "Pension Plan").
As of January 4, 2008, the Profit Sharing Plan and Pension Plan each owned less than % of the outstanding shares of the Loomis Sayles High Income Opportunities Fund and the Pension Plan owed % of the Loomis Sayles Securitized Asset Fund.
The trustee of the Pension Plan and Profit Sharing Plan is Charles Schwab Trust Company. The Pension Plan's Advisory Committee, which is composed of the same individuals listed below as trustees of the Profit Sharing Plan, has the sole voting and investment power with respect to the Pension Plan's shares. The trustees of the Profit Sharing Plan are John DeBeer, Stephanie Lord, Teri Mason, Richard Skaggs, Timothy Hunt, Greg O'Hara, John McGraw, Paul Sherba, John Russell and Kurt Wagner. Except for Timothy Hunt, John DeBeer and John McGraw, each member of the Advisory Committee is an officer and employee of Loomis Sayles. Plan participants are entitled to exercise investment and voting power over shares owned of record by the Profit Sharing Plan. Shares not voted by participants are voted in the same proportion as the shares voted by the voting participants. The address for the Profit Sharing Plan and the Pension Plan is One Financial Center, Boston, Massachusetts.
INVESTMENT ADVISORY AND OTHER SERVICES
Advisory Agreements. Under the advisory agreement with each Fund, Loomis Sayles manages the investment and reinvestment of the assets of each Fund and generally administers its affairs, subject to supervision by the Board of Trustees of the Trust. Loomis Sayles furnishes, at its own expense, all necessary office space, facilities and equipment, services of executive and other personnel of the Funds, and certain administrative services. Also, Loomis Sayles has agreed to pay, without reimbursement from the Funds or the Trust, the following expenses of the Funds: compensation to trustees of the Trust who are not "interested persons" (as defined in the 1940 Act) of the Trust; registration, filing and other fees in connection with requirements of regulatory authorities; the charges and expenses of any entity appointed by the Funds for custodial, paying agent, shareholder servicing and plan agent services; charges and expenses of independent registered public accounting firm retained by the Funds; charges and expenses of any transfer agents and registrars appointed by the Funds; any cost of certificates representing shares of the Funds; legal fees and expenses in connection with the day-to-day affairs of the Funds, including registering and qualifying its shares with federal and state regulatory authorities; expenses of meetings of shareholders and trustees of the Trust; the costs of services, including services of counsel, required in connection with the preparation of a Fund's registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Funds, and notices and proxy solicitation material furnished to shareholders of a Fund or regulatory authorities, and any costs of printing or mailing these items; and a Fund's expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses.
The advisory agreement provides that Loomis Sayles will not charge the Funds an investment advisory fee, also known as a management fee, or any other fee for those services or for bearing those expenses. Although the Funds do not compensate Loomis Sayles directly for its services under the advisory agreement, Loomis Sayles will typically receive an advisory fee from the sponsors of "wrap programs," who in turn charge the programs' participants. See the Prospectus and the applicable wrap program brochure for more information. Similarly, Loomis Sayles receives an advisory fee directly from institutional clients whose assets it advises under a separate investment management agreement.
The Trust, and not Loomis Sayles or its affiliates, will pay the following expenses: taxes payable by the Trust to federal, state or other governmental agencies; extraordinary expenses as may arise, including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust or the Funds
to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; brokerage fees and commissions (including dealer markups) and transfer taxes chargeable to the Trust in connection with the purchase and sale of portfolio securities for the Funds; costs, including any interest expenses, of borrowing money; costs of hedging transactions; costs of lending portfolio securities; and any expenses indirectly incurred through investments in other pooled investment vehicles.
Each advisory agreement provides that it will continue from year to year if its continuance is approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the relevant Fund and (ii) by vote of a majority of the Trustees who are not "interested persons" of the Trust, as that term is defined in the 1940 Act, cast in person at a meeting called for the purpose of voting on such approval. Any material amendment to an advisory agreement must be approved by vote of a majority of the outstanding voting securities of the relevant Fund and by vote of a majority of the Trustees who are not such interested persons, cast in person at a meeting called for the purpose of voting on such approval. The agreement may be terminated without penalty by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Funds, upon sixty days' written notice, by Loomis Sayles upon ninety days' written notice. Each agreement will terminate automatically in the event of its assignment. In addition, each agreement will automatically terminate if the Trust or the Funds shall at any time be required by Loomis Sayles to eliminate all reference to the words "Loomis" and "Sayles" in the name of the Trust or the Funds, unless the continuance of the agreement after such change of name is approved by a majority of the outstanding voting securities of the relevant Fund and by a majority of the Trustees who are not interested persons of the Trust or Loomis Sayles.
The advisory agreement provides that Loomis Sayles shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties.
In addition to serving as investment adviser to the Funds and each other series of the Trust, Loomis Sayles acts as investment adviser to each series of Loomis Sayles Funds II, and adviser or subadviser to certain series of Natixis Funds Trust I, Natixis Funds Trust II and Natixis Funds Trust III, each a registered open-end management investment company. Loomis Sayles also serves as subadviser to a number of other open-end management investment companies and also provides investment advice to numerous other corporate and fiduciary clients.
Information About the Organization and Ownership of the Adviser of the Funds
Loomis, Sayles & Company, L.P. is a registered investment adviser whose origins date back to 1926. An important feature of the Loomis Sayles investment approach is its emphasis on investment research. Recommendations and reports of the Loomis Sayles research department are circulated throughout the Loomis Sayles organization and are available to the individuals in the Loomis Sayles organization who are responsible for making investment decisions for the Funds' portfolios as well as numerous other institutional and individual clients to which Loomis Sayles provides investment advice. Loomis Sayles is a limited partnership whose sole general partner, Loomis, Sayles & Company, Inc., is a wholly-owned subsidiary of Natixis Asset Management Holdings LLC ("Natixis Holdings"), which in turn is a wholly-owned subsidiary of Natixis Asset Management US Group, L.P., herein referred to as "Natixis Asset Management US Group"). Natixis Asset Management US Group owns the entire limited partnership interest in Loomis Sayles.
Natixis Asset Management US Group is part of Natixis Asset Management Group, an international asset management group based in Paris, France. Natixis Asset Management Group is ultimately owned principally, directly or indirectly, by four large French financial services entities: Natixis (formerly Natexis Banques Populaires), an investment banking and financial services firm; the Caisse Nationale des Caisses d'Epargne ("CNCE"), a financial institution owned by French regional savings banks known as the Caisses d'Epargne and by CDC (as defined below); the Banque Federale des Banques Populaires ("BFBP"), a financial institution owned by regional cooperative banks known as the Banques Populaires; and CNP Assurances, a large French life insurance company. In addition, the Caisse des Depots et Consignations ("CDC"), a public sector financial institution created by the French government in 1816, is a shareholder in both CNCE and CNP Assurances, although it is contemplated
that its interest in CNCE will be repurchased by CNCE in the near future. The registered address of Natxis is 45, rue Saint-Dominique, 75007 Paris, France. The registered address of CNCE is 5, rue Masseran, 75007 Paris, France. The registered address of BFBP is 5, rue Leblanc, 75011 Paris, France. The registered address of CNP Assurances is 4, place Raoul Dautry, 75015 Paris, France. The registered address of CDC is 56, rue de Lille, 75007 Paris, France.
The 15 principal subsidiary or affiliated asset management firms of Natixis Asset Management US Group, L.P. collectively had over $ billion in assets under management or administration as of September 30, 2007.
Allocation of Investment Opportunity Among Series of the Natixis Funds trusts and Loomis Sayles Fund trusts (the "funds") and Other Accounts Managed by the Adviser
Loomis Sayles has organized its business into two investment groups: The Fixed-Income Group and The Equity Group. The Fixed-Income Group and the Equity Group make investment decisions for the Funds managed by Loomis Sayles. The groups make investment decisions independently of one another. These groups also have responsibility for the management of other client portfolios. The other investment companies and clients served by Loomis Sayles' investment platforms sometimes invest in securities in which a fund (or segments thereof) advised or subadvised by Loomis Sayles also invest. If one of these funds and such other clients advised or subadvised by the same investment group of Loomis Sayles desire to buy or sell the same portfolio securities at or about the same time, the respective group allocates purchases and sales, to the extent practicable, on a pro rata basis in proportion to the amount desired to be purchased or sold for each Fund or client advised or subadvised by that investment group. It is recognized that in some cases the practices described in this paragraph could have a detrimental effect on the price or amount of the securities which each of the funds purchases or sells. In other cases, however, it is believed that these practices may benefit the relevant fund.
Distribution Agreement. Pursuant to a distribution agreement with the Trust (the "Distribution Agreement"), Natixis Distributors, L.P., 399 Boylston St., Boston, Massachusetts 02116, an affiliate of Loomis Sayles, serves as the general distributor of shares of the Funds. Under the Distribution Agreement, the Distributor is not obligated to sell a specific number of shares. The Distributor bears the cost of making information about the funds available through advertising and other means and the cost of printing and mailing the Prospectus to persons other than shareholders. The Distributor currently is not paid a fee for serving as Distributor for the funds. Loomis Sayles has agreed to reimburse the Distributor to the extent the Distributor incurs expenses in connection with any redemption of fund shares.
The Distribution Agreement was approved by the Trust's Board of Trustees, including a majority of the trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operations of the Distribution Agreement.
The Distribution Agreement may be terminated at any time with respect to the Funds on 60 days' written notice to the Distributor by vote of a majority of the outstanding voting securities of the Funds or by vote of a majority of the trustees who are not "interested persons" of the Trust, (as defined in the 1940 Act.) The Distribution Agreement also may be terminated by the Distributor on 90 days' written notice to the Trust, and the Distribution Agreement automatically terminates in the event of its "assignment," (as is defined in the 1940 Act. In each such case, such termination will be without payment of any penalty.
The Distribution Agreement will continue in effect for successive one-year periods with respect to the funds, provided that each such continuance is specifically approved (i) by the vote of a majority of the entire Board of Trustees or by vote of a majority of the outstanding voting securities of the funds and (ii) by the vote of a majority of the trustees who are not "interested persons," as that term is defined in the 1940 Act, of the Trust or the Distributor, in each case cast in person at a meeting called for that purpose.
Administration Services. Natixis Advisors performs certain accounting and administrative services for the Trust, pursuant to an administrative services agreement dated January 1, 2005, as amended from time to time (the "Administrative Agreement"). Under the Administrative Agreement, Natixis
Advisors provides the following services to the Funds: (i) personnel that
perform bookkeeping, accounting, internal auditing and financial reporting
functions and clerical functions relating to the Funds, (ii) services required
in connection with the preparation of registration statements and prospectuses,
registration of shares in various states, shareholder reports and notices,
proxy solicitation material furnished to shareholders of the Funds or
regulatory authorities and reports and questionnaires for SEC compliance, and
(iii) the various registrations and filings required by various regulatory
authorities. For these services, Loomis Sayles (without reimbursement from the
Trust or Fund) has agreed to pay Natixis Advisors for services to the Funds
under this agreement.
Prior to January 1, 2005, IXIS Asset Management Services Company ("ISC"), an affiliate of Loomis Sayles, performed certain accounting and administrative services for the Trust, pursuant to administrative services agreements (the "Administrative Services Agreements") between ISC and the Trust dated May 8, 2000. Prior to January 1, 2005 the Trust reimbursed ISC for its expenses in performing or arranging for the performance of (i) corporate secretarial services, (ii) registration and disclosure assistance, (iii) legal and compliance services, (iv) transfer agent monitoring, (v) treasury financial services, (vi) treasury regulatory services and (vii) treasury tax services and other treasury services as may arise from time to time.
Transfer Agency Services. Pursuant to a contract between the Trust, on behalf of the Funds, and Boston Financial Data Services, Inc. ("Boston Financial"), whose principal business address is Two Heritage Drive, Quincy, Massachusetts 02171, Boston Financial acts as shareholder servicing and transfer agent for the Funds and is responsible for services in connection with the establishment, maintenance and recording of shareholder accounts, including all related tax and other reporting requirements and the implementation of investment and redemption arrangements offered in connection with the sale of the Funds' shares. Loomis Sayles has agreed to pay (without reimbursement from the Trust or Fund) fees to Boston Financial for services to the Funds under this agreement.
Custodial Arrangements. State Street Bank and Trust Company ("State Street Bank"), One Lincoln Street, Boston, Massachusetts 02111, is the Trust's custodian. As such, State Street Bank holds in safekeeping certificated securities and cash belonging to the Funds and, in such capacity, is the registered owner of securities held in book entry form belonging to the Funds. Upon instruction, State Street Bank receives and delivers cash and securities of the Funds in connection with Fund transactions and collects all dividends and other distributions made with respect to Fund portfolio securities. State Street Bank also maintains certain accounts and records of the Funds and calculates the total net asset value, total net income, and net asset value per share of the Funds on a daily basis.
Independent Registered Public Accounting Firm. The Funds' independent registered public accounting firm is PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts 02110. The independent registered public accounting firm conducts an annual audit of the Funds' financial statements, assists in the review of federal and state income tax returns and consults with the Funds as to matters of accounting and federal and state income taxation. The financial highlights in the Prospectus for the Funds, and the financial statements contained in the Funds' annual report for the year ended September 30, 2007 and incorporated by reference into this statement, have been so included in reliance on the reports of the Trust's independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Counsel to the Funds. Ropes & Gray LLP, located at One International Place, Boston, MA 02110, serves as counsel to the Funds.
PORTFOLIO MANAGEMENT INFORMATION
Portfolio Managers' Management of Other Accounts
As of September 30, 2007, many of the Portfolio Managers of the Funds managed other accounts in addition to managing the relevant Fund. The following table provides information on the other accounts managed by each Portfolio Manager.
Registered Investment Companies Other Pooled Investment Vehicles Other Accounts ------------------------------- -------------------------------- ----------------------------- Advisory fee Advisory fee Advisory fee is Other Accounts is based on Other Accounts is based on Other Accounts based on Managed performance Managed performance Managed performance ---------------- -------------- ----------------- -------------- -------------- -------------- # of Total # of Total # of Total # of Total # of Total # of Total Name of Portfolio Manager Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets ------------------------- ----- -------- ----- ------ ----- -------- ----- ------ ----- -------- ----- -------- Matthew Eagan $ 28 0 $0 1 $ 129 0 $0 55 $ 3 1 $ 295 10 billion million million million Daniel J. Fuss $ 30 0 $0 4 $ 485 0 $0 81 $ 10 $ 892 15 billion million billion million Kathleen C. Gaffney $ 28 0 $0 0 $0 0 $0 66 $ 5 0 $ 197 10 billion billion million Fan Hu $ 344 0 $0 0 $0 0 $0 7 $ 288 0 $0 1 million million Cliff Rowe $ 564 0 $0 1 $ 202 0 $0 53 $ 3 0 $0 6 million million billion Elaine Stokes $ 30 0 $0 0 $0 0 $0 56 $ 2 $ 197 14 billion billion million |
Material Conflicts of Interest
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among a Fund and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees or accounts of affiliated companies. Such favorable treatment could lead to more favorable investment opportunities for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account's availability of other comparable investment opportunities and Loomis Sayles' desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells short for some accounts while buying it for others and through the use of "soft dollar arrangements", which are discussed in the section "Portfolio Transactions and Brokerage" below.
Portfolio Managers' Compensation
The following describes the structure of, and the method used to determine, the compensation of each of the above-listed portfolio managers as of September 30, 2007:
Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager's base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit
growth of Loomis Sayles,, profit growth of the manager's business unit and team commitment. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the department's Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
While mutual fund performance and asset size do not directly contribute to compensation calculation, investment performance for fixed-income managers is measured by comparing the performance of the firm's institutional composite (pre-tax and net of fees) in the manager's style to the performance of an external benchmark (the Lehman High Yield Index for the Loomis Sayles High Income Opportunities Fund and the Lehman Securitized Index for the Loomis Sayles Securitized Asset Fund) and a customized peer group. The customized peer group is created by the firm and is made up of institutional managers in the particular investment style. A manager's relative performance for the past five years is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, the firm analyzes the five-year performance on a rolling three-year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative asset size of accounts represented in each product.
Loomis Sayles uses both an external benchmark and a customized peer group as measuring sticks for fixed-income manager performance because it believes they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by the firm.
Mr. Fuss' compensation is also based on his overall contributions to the firm in his various roles as Senior Portfolio Manager, Vice Chairman and Director. As a result of these factors, the contribution of investment performance to Mr. Fuss' total variable compensation may be significantly lower than the percentage reflected above.
Mutual funds are not included in the firm's composites, so unlike other managed accounts, fund performance and asset size do not directly contribute to this calculation. However, each fund managed by the firm employs strategies endorsed by the firm and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite.
Loomis Sayles has developed and implemented a long-term incentive plan to attract and retain investment talent. The plan supplements existing compensation. This plan has several important components distinguishing it from traditional equity ownership plans:
. the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold;
. upon retirement, a participant will receive a multi-year payout for his or her vested units; and
. participation is contingent upon signing an award agreement, which includes a non-compete covenant.
Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan is initially offered to portfolio managers and over time the scope of eligibility is likely to widen. Management has full discretion over what units are issued and to whom.
Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the firm prior to May 1, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
As of September 30, 2007 the Portfolio Managers had the following ownership in the Funds:
Dollar Range of Equity Name of Portfolio Manager Fund(s) Managed Securities Invested* ------------------------- ------------------------------------------------- ---------------------- Matthew Eagan Loomis Sayles High Income Opportunities Fund A Daniel J. Fuss Loomis Sayles High Income Opportunities Fund A Kathleen C. Gaffney Loomis Sayles High Income Opportunities Fund A Fan Hu Loomis Sayles Securitized Asset Fund A Cliff Rowe Loomis Sayles Securitized Asset Fund A Elaine Stokes Loomis Sayles High Income Opportunities Fund A |
There are various reasons why a Portfolio Manager may not own shares of the Fund he or she manages. One reason is that the Fund's investment objectives and strategies may not match those of the Portfolio Manager. Administrative reasons (such as facilitating compliance with an adviser's code of ethics) also may explain why a Portfolio Manager has chosen not to invest in a Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE
In placing orders for the purchase and sale of equity securities, Loomis Sayles selects only brokers that it believes are financially responsible, will provide efficient and effective services in executing, clearing and settling an order and will charge commission rates that, when combined with the quality of the foregoing services, will produce the best price and execution for the transaction. This does not necessarily mean that the lowest available brokerage commission will be paid. However, the commissions are believed to be competitive with generally prevailing rates. Loomis Sayles will use its best efforts to obtain information as to the general level of commission rates being charged by the brokerage community from time to time and will evaluate the overall reasonableness of brokerage commissions paid on transactions by reference to such data. In making such evaluation, all factors affecting liquidity and execution of the order, as well as the amount of the capital commitment by the broker in connection with the order, are taken into account.
Subject to the overriding objective of obtaining the best possible execution of orders, the Funds' adviser may allocate brokerage transactions to affiliated brokers. Any such transactions will comply with Rule 17e-1 under the 1940 Act. In order for the affiliated broker to effect portfolio transactions for a Fund, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees and other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period. Furthermore, the Trust's Board of Trustees, including a majority of the Independent Trustees, have adopted procedures that are reasonably designed to provide that any commissions, fees or other remuneration paid to an affiliated broker are consistent with the foregoing standard.
Generally, Loomis Sayles seeks to obtain quality executions at favorable security prices and at competitive commission rates, where applicable, through brokers and dealers who, in Loomis Sayles' opinion, can provide the best overall net results for its clients. Transactions in unlisted equity securities (including NASDAQ securities) are frequently executed through a primary market maker but may also be executed on an Electronic Communication Network (ECN), Alternative Trading System (ATS), or other execution system. Fixed income securities are generally purchased from the issuer or a primary market maker acting as principal on a net basis with no brokerage commission paid by the client. Such securities, as well as equity securities, may also be purchased from underwriters at prices which include underwriting fees.
Commissions and Other Factors in Broker or Dealer Selection
Loomis Sayles uses its best efforts to obtain information as to the general
level of commission rates being charged by the brokerage community from time to
time and to evaluate the overall reasonableness of brokerage commissions paid
on client portfolio transactions by reference to such data. In making this
evaluation, all factors affecting liquidity and execution of the order, as well
as the amount of the capital commitment by the broker or dealer, are taken into
account. Other relevant factors may include, without limitation: (a) the
execution capabilities of the brokers and/or dealers, (b) research and other
products or services (as described under "Soft Dollars" below) provided by such
brokers and/or dealers which are expected to enhance Loomis Sayles' general
portfolio management capabilities, (c) the size of the transaction, (d) the
difficulty of execution, (e) the operations facilities of the brokers and/or
dealers involved, (f) the risk in positioning a block of securities, and
(g) the quality of the overall brokerage and research services provided by the
broker and/or dealer. During the fiscal year ended September 30, 2007, the High
Income Opportunities Fund paid $ 734 in brokerage commissions and the
Securitized Asset Fund paid $8,982 inbrokerage commissions.
Soft Dollars
Loomis Sayles' receipt of brokerage and research products or services may sometimes be a factor in Loomis Sayles' selection of a broker or dealer to execute transactions for a Fund where Loomis Sayles believes that the broker or dealer will provide quality execution of the transactions. Such brokerage and research products or services may be paid for with Loomis Sayles' own assets or may, in connection with transactions effected for client accounts for which Loomis Sayles exercises investment discretion, be paid for with client commissions (the latter, sometimes referred to as "Soft Dollars").
Loomis Sayles will only acquire research and brokerage products and services
that are deemed to qualify as eligible products and services under the safe
harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended.
Eligible research services and products that may be acquired by Loomis Sayles
are those products and services that provide advice, analysis or reports that
will aid Loomis Sayles in carrying out its investment decision-making
responsibilities. Eligible research must reflect the expression of reasoning or
knowledge (having inherently intangible and non-physical attributes) and may
include the following research items: traditional research reports; discussions
with research analysts and corporate executives; seminars or conferences;
financial and economic publications that are not targeted to a wide public
audience; software that provides analysis of securities portfolios; market
research including pre-trade and post-trade analytics; and market data.
Eligible brokerage services and products that may be acquired by Loomis Sayles
are those services or products that (i) are required to effect securities
transactions; (ii) perform functions incidental to securities transactions; or
(iii) is a service that is required by an applicable SRO or SEC rule(s). The
brokerage and research products or services provided to Loomis Sayles by a
particular broker or dealer may include both (a) products and services created
by such broker or dealer and (b) products and services created by a third party.
If Loomis Sayles receives a particular product or service that both aids it in carrying out its investment decision-making responsibilities (i.e., a "research use") and provides non-research related uses, Loomis Sayles will make a good faith determination as to the allocation of the cost of such "mixed-use item" between the research and non-research uses and will only use Soft Dollars to pay for the portion of the cost relating to its research use.
In connection with Loomis Sayles' use of Soft Dollars, a Fund may pay a broker or dealer an amount of commission for effecting a transaction for a Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Loomis Sayles determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research products or services received, either in terms of the particular transaction or Loomis Sayles' overall responsibility to discretionary accounts.
Loomis Sayles may use Soft Dollars to acquire brokerage or research products and services that have potential application to all client accounts including the Funds or to acquire brokerage or research products and services that will be applied in the management of a certain group of client accounts and, in some cases, may not be used with respect to the Funds. The products or services may not be used in connection with the management of some of the accounts including the Fund that paid commissions to the broker or dealer providing the products or services and may be used in connection with the management of other accounts.
Loomis Sayles' use of Soft Dollars to acquire brokerage and research products and services benefits Loomis Sayles by allowing it to obtain such products and services without having to purchase them with its own assets. Loomis Sayles believes that its use of Soft Dollars also benefits the Funds as described above. However, conflicts may arise between the Funds' interest in paying the lowest commission rates available and Loomis Sayles' interest in receiving brokerage and research products and services from particular brokers and dealers without having to purchase such products and services with Loomis Sayles' own assets.
For purposes of this Soft Dollars discussion, the term "commission" may include (to the extent applicable) both commissions paid to brokers in connection with transactions effected on an agency basis and markups, markdowns, commission equivalents, or other fees paid to dealers in connection with certain transactions as encompassed by relevant SEC interpretations.
Subject to procedures adopted by the Board of Trustees of the Trust, a Fund's brokerage transactions may be executed by brokers that are affiliated with Natixis Asset Management US Group or Loomis Sayles. Any such transactions will comply with Rule 17e-1 under the 1940 Act, or other applicable restrictions as permitted by the SEC pursuant to exemptive relief or otherwise.
Under the 1940 Act, persons affiliated with the Trust are prohibited from dealing with the Trust's funds as a principal in the purchase and sale of securities. Since transactions in the over-the-counter market usually involve transactions with dealers acting as principals for their own accounts, affiliated persons of the Trust may not serve as the funds' dealer in connection with such transactions.
To the extent permitted by applicable law, and in all instances subject to the foregoing policy of best execution, the adviser may allocate brokerage transactions to broker-dealers (including affiliates of the Distributor) that have entered into arrangements in which the broker-dealer allocates a portion of the commissions paid by a Fund toward the reduction of a Fund's expenses.
It is expected that the portfolio transactions in fixed-income securities will generally be with issuers or dealers on a net basis without a stated commission. Securities firms may receive brokerage commissions on, transactions involving options, futures and options on futures and the purchase and sale of underlying securities upon exercise of options. The brokerage commissions associated with buying and selling options may be proportionately higher than those associated with general securities transactions.
As of September 30, 2007 the Loomis Sayles High Income Opportunities Fund did not hold any securities of the Fund's regular broker-dealers (as defined by the SEC). The table below contains the aggregate value of securities of the Loomis Sayles Securitized Asset Fund's regular broker-dealers+ as of the fiscal year ended September 30, 2007.
Aggregate Value of Securities of each Regular Broker or Dealer (or its Regular Broker- Parent) held Fund Dealer by Fund ---- --------------- -------------- Loomis Sayles Securitized Asset Fund Merrill Lynch $ 3,480,273 Bank of America $ 6,394,787 JP Morgan Chase $13,326,925 Citigroup $ 5,669,837 Bear Stearns $ 3,069,386 Morgan Stanley $17,166,583 |
DESCRIPTION OF THE TRUST
The Declaration of Trust of Loomis Sayles Trust I currently permits the Trust's Trustees to issue an unlimited number of full and fractional shares of each series (each, a "fund"). Each share of each fund represents an equal proportionate interest in such fund with each other share of that fund and is entitled to a proportionate interest in the dividends and distributions from that Fund. The Declaration of Trust further permits the Trust's Board of Trustees to divide the shares of each series into any number of separate classes, each having such rights and preferences relative to other classes of the same series as the Trust's Board of Trustees may determine. When you invest in a Fund, you acquire freely transferable shares of beneficial interest that entitle you to receive dividends as determined by the Trust's Board of Trustees and to cast a vote for each share you own at shareholder meetings. The shares of each fund do not have any preemptive rights. Upon termination of any fund, whether pursuant to liquidation of the Trust or otherwise, shareholders of each class of the funds are entitled to share pro rata in the net assets attributable to that class of shares of the funds available for distribution to shareholders. The Declaration of Trust also permits the Board of Trustees to charge shareholders directly for custodial, transfer agency and servicing expenses.
The assets received by each series for the issue or sale of its shares and all income, earnings, profits, losses, and proceeds therefrom, subject only to the rights of creditors, are allocated to, and constitute the underlying assets of, that series. The underlying assets are segregated and are charged with the expenses with respect to that series and with a share of the general expenses of the Trust. Any general expenses of the Trust that are not readily identifiable as belonging to a particular series are allocated by or under the direction of the trustees in such manner as the trustees determine to be fair and equitable. While the expenses of the series are allocated to the separate books of account of each series, certain expenses may be legally chargeable against the assets of all series.
The Declaration of Trust also permits the trustees, without shareholder approval, to subdivide any series of shares into various classes of shares with such dividend preferences and other rights as the trustees may designate. The trustees may also, without shareholder approval, establish one or more additional separate portfolios for
investments in the Trust or merge two or more existing portfolios. Shareholders' investments in such an additional or merged portfolio would be evidenced by a separate series of shares (i.e., a new fund).
The Declaration of Trust provides for the perpetual existence of the Trust. The Trust or any Fund, however, may be terminated at any time by vote of at least two thirds of the outstanding shares of each Fund affected. Similarly, any class within a Fund may be terminated by vote of at least two thirds of the outstanding shares of such class. The Declaration of Trust further provides that the Board of Trustees may also without shareholder approval terminate the Trust or any Fund upon written notice to its shareholders.
Voting Rights
Shareholders of a Fund are entitled to one vote for each full share held (with fractional votes for each fractional share held) and may vote (to the extent provided in the relevant Declaration of Trust) on the election of trustees and the termination of the Trust and on other matters submitted to the vote of shareholders.
All classes of shares of the Funds have identical voting rights except that each class of shares has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. Each class of shares has exclusive voting rights with respect to matters pertaining to any distribution or servicing plan or agreement applicable to that class. Matters submitted to shareholder vote will be approved by each series separately except (i) when required by the 1940 Act shares shall be voted together and (ii) when the matter does not affect all series, then only shareholders of the series affected shall be entitled to vote on the matter. Consistent with the current position of the SEC, shareholders of all series and classes vote together, irrespective of series or class, on the election of trustees and the selection of the Trust's independent accountants, but shareholders of each series vote separately on most other matters requiring shareholder approval, such as certain changes in investment policies of that series or the approval of the investment advisory and subadvisory agreement relating to that series, and shareholders of each class within a series vote separately as to the Rule 12b-1 plan (if any) relating to that class.
There will normally be no meetings of shareholders for the purpose of electing trustees, except that, in accordance with the 1940 Act, (i) the Trust will hold a shareholders' meeting for the election of trustees at such time as less than a majority of the trustees holding office have been elected by shareholders, and (ii) if there is a vacancy on the Board of Trustees such vacancy may be filled only by a vote of the shareholders unless, after filling such vacancy by other means, at least two-thirds of the trustees holding office shall have been elected by the shareholders. In addition, trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Trust's custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares.
Upon written request by a minimum of ten holders of shares having held their shares for a minimum of six months and having a net asset value of at least $25,000 or constituting at least 1% of the outstanding shares, whichever is less, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a trustee, the Trust has undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders).
Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Shareholder voting rights are not cumulative.
The affirmative vote of a majority of shares of the Trust voted (assuming a
quorum is present in person or by proxy) is required to amend the Declaration
of Trust if such amendment (1) affects the power of shareholders to vote,
(2) amends the section of the Declaration of Trust governing amendments, (3) is
one for which a vote is required by law or by the Trust's registration
statement or (4) is submitted to the shareholders by the Trustees. If one or
more new series of the Trust is established and designated by the trustees, the
shareholders having beneficial interests in a Fund shall not be entitled to
vote on matters exclusively affecting such new series, such matters including,
without limitation, the adoption of or any change in the investment objectives,
policies or restrictions of the new series and the approval of the investment
advisory contracts of the new series. Similarly, the shareholders of the new
series shall not be entitled to vote on any such matters as they affect a Fund.
Shareholder and Trustee Liability
Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Declaration of Trust provides for indemnification out of each Fund's property for all loss and expense of any shareholder held personally liable for the obligations of a Fund by reason of owning shares of such Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote since it is limited to circumstances in which the disclaimer is inoperative and a Fund itself would be unable to meet its obligations.
The Declaration of Trust further provides that the Board of Trustees will not be liable for errors of judgment or mistakes of fact or law. However, nothing in the Declaration of Trust protects a trustee against any liability to which the 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 his or her office. The By-laws of the Trust provide for indemnification by the Trust of trustees and officers of the Trust, except with respect to any matter as to which any such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust. Such persons may not be indemnified against any liability to the Trust or the Trust's shareholders to whom 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. The Trust offers only its own Funds' shares for sale, but it is possible that the Trust might become liable for any misstatements in a Prospectus that relate to another Trust. The trustees of the Trust have considered this possible liability and approved the use of a combined Prospectus for Funds of the Trusts.
Purchases and Redemptions
Shares of the Funds are offered exclusively to investors in 'fee" approved Natixis Advisors or Loomis Sayles and to institutional clients of Loomis Sayles or Natixis Advisors that , in each case, meet the Funds' policies as established by Loomis Sayles. Intermediary accounts must be held on the books of the Funds' transfer agent in an omnibus fashion unless the intermediary has entered into an arrangement with the Funds. As of the date of this supplement, only one intermediary, UBS Financial Services Inc., has entered into such an arrangement. There is no compensation available to intermediaries (with the exception of Merrill, Lynch, Pierce, Fenner & Smith, Incorporated) for the distribution or servicing of these funds. Approved investors may purchase and redeem Fund shares at a Fund's net asset value without a sales charge or other fee. For more information about the purchase and redemption of Fund shares, see "General Information--How to Purchase Shares" and "General Information--How to Redeem Shares" in the Funds' Prospectus.
The Funds will normally redeem shares for cash; however, a Fund reserves the right to pay the redemption price wholly or partly in kind. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Trust has elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Funds is obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1% of the total NAV of the Fund at the beginning of such period.
A redemption constitutes a sale of the shares for federal income tax purposes on which the investor may realize a long-term or short-term capital gain or loss. See "Distributions and Taxes."
A purchase order received by Boston Financial, the Funds' transfer agent, prior to the close of regular trading on the New York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern time) on a day when the Funds are open for business, will be effected at that day's net asset value. With respect to purchases of shares by institutional clients of Loomis Sayles, the settlement date (i.e., the date by which payment must be made for shares) for purchase orders received by Boston Financial is generally the next business day after receipt of such orders. For other information about the purchase and redemption of Fund shares, see "General Information--How to Redeem Shares" in the Funds' Prospectus.
Net Asset Value
The method for determining the public offering price and net asset value ("NAV") per share is summarized in the Prospectus.
The total NAV of the Fund (the excess of the assets of such Fund over the
liabilities) is determined at the close of regular trading (normally 4:00 p.m.
Eastern time) on each day that the NYSE is open for trading. In addition, in
Loomis Sayles' discretion, a Fund's shares may be priced on a day the NYSE is
closed for trading if Loomis Sayles in its discretion determines that it is
advisable to do so based primarily upon factors such as whether (i) there has
been enough trading in that Fund's portfolio securities to materially affect
the net asset value of a Fund's shares and (ii) whether in Loomis Sayles' view
sufficient information (e.g., prices reported by pricing services) is available
for a Fund's shares to be priced. For example, a Fund may price its shares on
days on which the NYSE is closed but the fixed-income markets are open for
trading. The Funds do not expect to price its shares on the following holidays:
New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Equity
securities, including closed-end investment companies and exchange traded
funds, for which market quotations are readily available, are valued at market
value, as reported by pricing services recommended by the investment adviser
and approved by the Board of Trustees. Such pricing services generally use the
security last sale price on the exchange or market where primarily traded for
or, if there is no reported sale during the day, the closing bid price.
Securities traded on the NASDAQ Global Select Market, NASDAQ Global Market and
the NASDAQ Capital Market are valued at the NASDAQ Official Closing Price
("NOCP") or if lacking an NOCP, at the most recent bid quotation on the NASDAQ
Market. Debt securities (other than short-term obligations purchased with an
original or a remaining maturity of sixty days or less) are generally valued on
the basis of evaluated bids furnished to the Funds by a pricing service
recommended by the investment adviser and approved by the Board of Trustees,
which service determines valuation for normal, institutional size-trading units
of such securities using market information, transactions for comparable
securities and various relationships between securities which are generally
recognized by institutional traders. Broker-dealer bid quotations may also be
used to value debt and equity securities where a pricing service does not price
a security or where a pricing service does not provide a reliable price for the
security. In instances where broker-dealer bid quotations are not available,
certain securities held by the Funds may be valued on the basis of a price
provided by a principal market maker. Short-term obligations purchased with an
original or a remaining maturity of sixty days or less are value at amortized
cost, which approximates market value. Exchange traded options are valued at
the average of the closing bid and ask. Futures contracts are valued at the
most recent settlement price. Securities for which current market quotations
are not readily available and all other assets are taken at fair value as
determined in good faith by the Board of Trustees, although the actual
calculations may be made by persons acting pursuant to the direction of the
Board.Investments in other open-end investment companies are valued at their
net asset value each day.
Generally, trading in foreign government securities and other fixed-income securities, as well as trading in equity securities in markets outside the U.S., is substantially completed each day at various times prior to the close of the NYSE. Securities traded on a foreign exchange will be valued at their market price on the non-U.S. exchange except for securities traded on the London Stock Exchange ("British Equities"). British Equities will be valued at the official close on the London Stock Exchange. The value of other securities principally traded outside the U.S. will be computed as of the completion of substantial trading for the day on the markets on which such securities principally trade. Securities principally traded outside the U.S. will generally be valued several hours before the close of regular trading on the NYSE, generally 4:00 p.m. Eastern Time, when the Funds compute the net asset value of its shares. Occasionally, events affecting the value of securities principally traded outside the U.S. may occur between the completion of substantial trading of such securities for the day and the close of the NYSE, which events will not be reflected in the computation of a Fund's net asset value. If, in the determination of the Board of Trustees or persons acting at their direction, events materially affecting the value of a Fund's securities occur during such period, then these securities may be fair valued at the time the Funds determine its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing its securities,
a Fund may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time the Funds' net asset value are calculated.
Securities for which market quotations are not readily available are valued at fair value as determined in good faith by the Funds' investment adviser pursuant to procedures approved by the Boards of Trustees.
Because of fair value pricing, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value. A Fund may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the close of the NYSE. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets). Trading in some of the portfolio securities of some of the Funds take place in various markets outside the U.S. on days and at times other than when the NYSE is open for trading. Therefore, the calculation of these Funds' net asset value does not take place at the same time as the prices of many of its portfolio securities are determined, a Fund's portfolio may change on days when the Funds are not open for business and its shares may not be purchased or redeemed.
The per share net asset value of a Fund's shares is computed by dividing the number of shares outstanding into the total net asset value. The public offering price of the Funds is the next-determined net asset value.
DISTRIBUTIONS AND TAXES
In General. As described in the Prospectus under "Dividends and Distributions," it is the policy of the Fund to pay its shareholders each year, as dividends, substantially all net investment income and to distribute at least annually all net realized capital gains, if any, after offsetting any capital loss carryovers.
Investment income dividends and capital gain distributions are payable in full and fractional shares of the Fund based upon the net asset value determined as of the close of regular trading on the NYSE on the record date for each dividend or distribution. Shareholders, however, may elect to receive their income dividends or capital gain distributions, or both, in cash. The election may be made at any time by submitting a written request directly to the Trust. In order for a change to be in effect for any dividend or distribution, it must be received by the Trust on or before the record date for such dividend or distribution.
As required by federal law, detailed federal tax information will be furnished to each shareholder for each calendar year on or before January 31 of the succeeding year.
Taxation of the Fund. The Fund intends to elect to be treated and qualify
each year as a regulated investment company under Subchapter M of the Code. In
order to qualify, a Fund must, among other things, (i) derive at least 90% of
its gross income in each taxable year from dividends, interest, payments with
respect to certain securities loans, gains from the sale or other disposition
of securities or foreign currencies, or other income (including, but not
limited to, gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies
and net income derived from interest in "qualified publicly traded
partnership"; (ii) distribute at least 90% of the sum of its taxable net
investment income, net tax-exempt income, and the excess, if any, of net
short-term capital gains over net long-term capital losses for such year; and
(iii) diversify its holdings so that at the end of each fiscal quarter, (a) at
least 50% of the value of its total assets consists of cash, U.S. government
securities, securities of other regulated investment companies, and other
securities limited generally, with respect to any one issuer, to no more than
5% of the value of the Fund's total assets and 10% of the outstanding voting
securities of such issuer, and (b) not more than 25% of the value of the Fund's
total assets is invested in the securities (other than those of the U.S.
government or other regulated investment companies) of any one issuer or of two
or more issuers which the Fund controls and which are engaged in the same,
similar or related trades or businesses, or in the securities of one or more
"qualified publicly traded partnerships". For purposes of
meeting this diversification requirement, in the case of the Fund's investments in loan participations the issuer may be the financial intermediary or the borrower.
In general, for purposes of the 90% gross income requirement described in section (i) of the previous paragraph, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a "qualified publicly traded partnership" (defined as a partnership (x) interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in section (i) of the prior paragraph) will be treated as qualifying income. In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership. Finally, for purposes of section (iii) of the prior paragraph, the term "outstanding voting securities of such issuer" will include the equity securities of a qualified publicly traded partnership.
So long as it qualifies for treatment as a regulated investment company, the Fund will not be subject to federal income tax on income distributed to its shareholders in a timely manner in the form of dividends (including Capital Gain Dividends, defined below). If the Fund failed to qualify as a regulated investment company accorded special tax treatment in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment.
A nondeductible excise tax at the rate of 4% will be imposed on the excess, if any, of the Fund's "required distribution" over its actual distributions in any calendar year. Generally, the "required distribution" is 98% of the Fund's ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending on October 31st (or December 31st, if a Fund is so permitted to elect and so elects) plus undistributed amounts from prior years. The Fund intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so.
Taxation of Fund Distributions. For federal income tax purposes, distributions of investment income are generally taxable as ordinary income to the extent of the Fund's earnings and profits. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions of net capital gains from the sale of investments that the Fund owned for more than one year and that are properly designated by the Fund as capital gain dividends ("Capital Gain Dividends") will be taxable as long-term capital gains. Distributions of gains from the sale of investments that the Fund owned for one year or less will be taxable as ordinary income.
Distributions are taxable to shareholders even if they are paid from income or gains earned by the Fund before a shareholder's investment (and thus were included in the price the shareholder paid). Distributions are taxable whether shareholders receive them in cash or reinvest them in additional shares (other than distributions, if any, designated by the Fund as "exempt-interest dividends"). Any gain resulting from the sale or exchange of Fund shares generally will be taxable as capital gains. Distributions declared and payable by the Fund during October, November or December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31st of the year in which declared rather than the calendar year in which they were received.
Long-term capital gain rates applicable to individuals have been temporarily reduced--in general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate brackets--for taxable years beginning on or before December 31, 2010.
For taxable years beginning on or before December 31, 2010, "qualified dividend income" received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must
meet holding period and other requirements with respect to a Fund's shares. Income derived from investments in fixed-income securities is not eligible for treatment as qualified dividend income.
If the Fund makes a distribution in excess of its current and accumulated "earnings and profits" in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder's tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder's basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.
Sale or Redemption of Shares. The sale, exchange or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
A loss on the sale of shares held for six months or less will be disallowed for federal income tax purposes to the extent of any exempt-interest dividends received with respect to such shares and thereafter treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. Furthermore, no loss will be allowed on the sale of Fund shares to the extent the shareholder acquired other shares of the Fund within a period beginning 30 days prior to the sale of the loss shares and ending 30 days after such sale.
Passive Foreign Investment Companies. Funds that invest in foreign securities may own shares in certain foreign investment entities, referred to as "passive foreign investment companies" ("PFICs"). In order to avoid U.S. federal income tax, and an additional charge on a portion of any "excess distribution" from such companies or gain from the disposition of such shares, the Fund may elect to "mark-to-market" annually its investments in such entities and to distribute any resulting net gain to shareholders. The Fund may also elect to treat the PFIC as a "qualified electing fund" (a "QEF election"), in which case a Fund would be required to include its share of the company's income and net capital gains annually, regardless of whether it receives distributions from the company. The QEF and mark-to-market elections may require a Fund to sell securities it would have otherwise continued to hold in order to make distributions to shareholders to avoid any Fund -level tax. Income from investments in PFICs generally will not qualify for treatment as qualified dividend income.
Foreign Taxes. Funds that invest in foreign securities may be liable to foreign governments for taxes relating primarily to investment income or capital gains on foreign securities in the Fund's portfolio. The Fund may in some circumstances be eligible to, and in its discretion may, make an election under the Code that would allow Fund shareholders who are U.S. citizens or U.S. corporations to claim a foreign tax credit or deduction (but not both) on their U.S. income tax return for their pro rata portion of qualified taxes paid by the Fund to foreign countries in respect of foreign securities held at least a minimum period specified in the Code. If the Fund makes the election, the amount of each shareholder's distribution reported on the information returns filed by the Fund with the IRS must be increased by the amount of the shareholder's portion of the Fund's foreign tax paid. A shareholder's ability to claim all or a part of a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to certain limitations imposed by the Code.
Foreign Currency Transactions Transactions in foreign currencies, foreign-currency denominated debt securities and certain foreign currency options, future contracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.
Financial Products The Fund's investments in options, futures contracts, hedging transactions, forward contracts, swaps and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to
a Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character distributions to Fund shareholders.
Some of the Fund's hedging activities (including its transactions, if any, in foreign currencies and foreign currency denominated instruments) are likely to result in a difference between the Fund's book income and taxable income. This difference may cause a portion of the Fund's income distributions to constitute a return of capital or capital gain for tax purposes or require a Fund to make distributions exceeding book income to avoid excise tax liability and to qualify as a regulated investment company.
Securities loans may or may not be structured in a manner to preserve qualified dividend income treatment on dividends paid with respect to the securities lent. A Fund may receive substitute payments (instead of the dividend) that will not be eligible for treatment as qualified dividend income, taxed at the rate applicable to long-term capital gains. The Fund's transactions in options, futures contracts, hedging transactions, forward contracts, swap agreements, straddles and foreign currencies will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and short sale rules), the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund's securities, convert long-term capital gains into short-term capital gains and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders. The Fund will monitor its transactions, will make appropriate tax elections and will make appropriate entries in its books and records in order to mitigate the effect of these rules.
Some Investments in REITs. The Fund may invest in REITs that hold residual interests in real estate mortgage investment conduits ("REMICs"). Under Treasury regulations that have not yet been issued, but may apply retroactively, a portion of the Fund's income from a REIT that is attributable to the REIT's residual interest in a REMIC (referred to in the Code as an "excess inclusion") will be subject to federal income tax in all events. These regulations are also expected to provide that excess inclusion income of a regulated investment company, such as the Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest directly. Dividends paid by REITs generally will not be eligible to be treated as "qualified dividend income."
Securities issued or purchased at a discount and Pay-in-Kind securities The Fund's investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold. In addition, payment-in-kind securities will give rise to income which is required to be distributed and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year.
Higher-Risk Securities. The Fund may invest to a significant extent in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by the Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.
Tax-Exempt Shareholders Under current law, the Fund serves to "block" (that is, prevent the attribution to shareholders of) unrelated business taxable income ("UBTI") from being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). If a charitable remainder trust (as defined in Code Section 664) realizes any UBTI for a taxable year, it will lose its tax-exempt status for the year.
Backup Withholding The Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number ("TIN"), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid through 2010. The backup withholding tax rate will be 31% for amounts paid after December 31, 2010.
Other Tax Matters Special tax rules apply to investments though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax adviser to determine the suitability of shares of a fund as an investment through such plans and the precise effect of and investment on their particular tax situation.
Dividends and distributions also may be subject to state and local taxes. Shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, local and, where applicable, foreign taxes.
The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of a Fund, including the certification and filing requirements imposed on foreign investors in order to qualify for exemption from the backup withholding tax rates described above (or a reduced rate of withholding provided by treaty).
If a shareholder recognizes a loss with respect to the Fund's shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Non-U.S. Shareholders. In general, dividends (other than Capital Gain Dividends) paid by The Fund to a shareholder that is not a "U.S. person" within the meaning of the Code (such shareholder, a "foreign person") are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, under the American Jobs Creation Act of 2004 , effective for taxable years of The Fund beginning before January 1, 2008, the Fund will not be required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the U.S., or (z) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign person and the foreign person is a controlled foreign corporation) from U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, to the extent such distributions are properly designated by a Fund, and (ii) with respect to distributions (other than distributions to an individual foreign person who is present in the U.S. for a period or periods aggregating 183 days or more during the year of the distribution) of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly designated by a Fund. The Fund does not intend to make such designations.
Special rules apply to the tax treatment of distributions from the Fund that are paid to a foreign person and are attributable to gain from "U.S. real property interests" ("USRPIs"), which the Code defines to include direct holdings of U.S. real property and interests (other than solely as a creditor) in "U.S. real property holding corporations" such as REITs. In respect of dividends paid or deemed paid on or before December 31, 2008, distributions to foreign persons attributable to gains from the sale or exchange of USRPIs will give rise to an obligation for those foreign persons to file a U.S. tax return and pay tax, and may well be subject to withholding under future regulations
If a beneficial holder who is a foreign person has a trade or business in the U.S., and the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the U.S., the dividend will be subject to U.S. federal net income taxation at regular income tax rates.
Under U.S. federal tax law, a beneficial holder of shares who is a foreign person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of the Fund or on Capital Gain Dividends unless (i) such gain or Capital Gain Dividend is effectively connected with the conduct of a trade or business carried on by such holder within the U.S., or (ii) in the case of an individual holder, the holder is present in the U.S. for a period or periods aggregating 183 days or more during the year of the sale or Capital Gain Dividend and certain other conditions are met.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and related regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions.
FINANCIAL STATEMENTS
The financial statements and financial highlights and the related reports of the independent registered public accounting firm included in the Funds' annual report dated September 30, 2007 are incorporated herein by reference to such report. The Funds' annual and semiannual reports are available upon request and without charge. The Fund will send a single copy of its annual and semiannual reports to an address at which more than one shareholder of record with the same last name has indicated that mail is to be delivered. Shareholders may request additional copies of any annual or semiannual report by telephone at (800) 225-5478 or by writing to the Distributor at: Natixis Distributors, L.P., 399 Boylston Street, Boston, Massachusetts 02116. The annual reports are also available on-line at the SEC's website, at www.sec.gov.
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Some of the Funds make use of average portfolio credit quality standards to assist institutional investors whose own investment guidelines limit their investments accordingly. In determining a Fund's overall dollar-weighted average quality, unrated securities are treated as if rated, based on the adviser's view of their comparability to rated securities. A Fund's use of average quality criteria is intended to be a guide for those investors whose investment guidelines require that assets be invested according to comparable criteria. Reference to an overall average quality rating for a Fund does not mean that all securities held by the Fund will be rated in that category or higher. A Fund's investments may range in quality from securities rated in the lowest category in which the Fund is permitted to invest to securities rated in the highest category (as rated by Moody's, S&P or Fitch or, if unrated, determined by the adviser to be of comparable quality). The percentage of a Fund's assets invested in securities in a particular rating category will vary. Following is a description of Moody's, S&P's and Fitch's ratings applicable to fixed-income securities.
Moody's Investors Service, Inc.
Corporate and Municipal Bond Ratings
Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Moody's bond ratings, where specified, are applicable to financial contracts, senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letter-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located.
Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch obligations are rated at the lower of the bank's rating or Moody's Sovereign Rating for the Bank Deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located is not incorporated into Moody's ratings.
Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the Securities Act or issued in conformity with any other applicable law or regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or a valid senior obligation of a rated issuer.
Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating classified from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.
Corporate Short-Term Debt Ratings
Moody's short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted.
Moody's employs the following three designations, all judged to be investment-grade, to indicate the relative repayment ability of rated issuers:
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Standard & Poor's Ratings Services
Issue Credit Rating Definitions
A Standard & Poor's issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor's from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days, including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based, in varying degrees, on the following considerations: likelihood of payment--capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations or operating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conform exactly with the category definition.
Corporate and Municipal Bond Ratings
Investment-Grade
AAA: An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated 'AA' differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB: An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Speculative Grade
Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated 'CC' is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated 'C' is currently highly vulnerable to nonpayment. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed or similar
action taken, but payments on this obligation are being continued. A 'C' also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
CI: The rating CI is reserved for income bonds on which no interest is being paid.
D: An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or Minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
pr: The letters 'pr' indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
r: The 'r' modifier was assigned to securities containing extraordinary risks, particularly market risks that are not covered in the credit rating. The absence of an 'r' modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poor's discontinued the use of the 'r' modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.
NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Commercial Paper Rating Definitions
A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded into several categories, ranging from 'A' for the highest quality obligations to 'D' for the lowest. These categories are as follows:
A-1: This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2: Capacity for a timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated 'A-1'.
A-3: Issues carrying this designation have an adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying higher designations.
B: Issues rated 'B' are regarded as having only speculative capacity for timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
D: Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will made during such grace period.
A commercial paper rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment on market price or suitability for a particular investor. The ratings are based on current information furnished to Standard & Poor's by the issuer or obtained from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information.
Fitch Investor Services, Inc
Credit Ratings
Fitch's credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving their money back in accordance with the terms on which they invested. Fitch's credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The use of credit ratings defines their function: "investment grade" ratings
(international Long-term 'AAA' to 'BBB-' categories; Short-term 'F1' to'F3')
indicate relatively low to moderate credit risk, while those in the
"speculative" or "non investment grade" categories (international Long-term
'BB+' to 'D'; Short-term 'B' to 'D') either signal a higher level of credit
risk or that a default has already occurred. Credit ratings express risk in
relative rank order, which is to say they are ordinal measures of credit risk
and are not predictive of a specific frequency of default or loss.
Depending on their application, credit ratings address benchmark measures of probability of default as well relative expectations of loss given default. For example, issuers are typically assigned Issuer Default Ratings that are relative measures of default probability. Similarly, short-term credit ratings give primary consideration to the likelihood that obligations will be met on a timely basis. Securities, however, are rated taking into consideration probability of default and loss given default. As a result, for entities such as corporations security ratings may be rated higher, lower or the same as the issuer rating to reflect expectations of the security's relative recovery prospects, as well as differences in ability and willingness to pay. While recovery analysis plays an important role throughout the ratings scale, it becomes a more critical consideration for below investment-grade securities and obligations, particularly at the lower end of the non-investment-grade ratings scale where Fitch often publishes actual Recovery Ratings, that are complementary to the credit ratings.
Structured finance ratings typically are assigned to each individual security or tranche in a transaction, and not to an issuer. Each structured finance tranche is rated on the basis of various stress scenarios in combination with its relative seniority, prioritization of cash flows and other structural mechanisms.
International Long-Term Credit Ratings
International Long-Term Credit Ratings (LTCR) may also be referred to as Long-Term Ratings. When assigned to most issuers, it is used as a benchmark measure of probability of default and is formally described as an Issuer Default Rating (IDR). The major exception is within Public Finance, where IDRs will not be assigned as market convention has always focused on timeliness and does not draw analytical distinctions between issuers and their underlying obligations. When applied to issues or securities, the LTCR may be higher or lower than the issuer rating (IDR) to reflect relative differences in recovery expectations.
The following rating scale applies to foreign currency and local currency ratings:
Investment Grade
AAA
Highest credit quality. 'AAA' ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA
Very high credit quality. 'AA' ratings denote expectations of very low credit
risk. They indicate very strong capacity for payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable events.
A
High credit quality. 'A' ratings denote expectations of low credit risk. The
capacity for payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or
in economic conditions than is the case for higher ratings.
BBB
Good credit quality. 'BBB' ratings indicate that there are currently
expectations of low credit risk. The capacity for payment of financial
commitments is considered adequate but adverse changes in circumstances and
economic conditions are more likely to impair this capacity. This is the lowest
investment grade category.
Speculative Grade
BB
Speculative
'BB' ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B Highly speculative
[_] For issuers and performing obligations, 'B' ratings indicate that
significant credit risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued
payment is contingent upon a sustained, favorable business and economic
environment.
[_]For individual obligations, may indicate distressed or defaulted obligations
with potential for extremely high recoveries. Such obligations would possess a
Recovery Rating of 'RR1' (outstanding).
CCC
[_]For issuers and performing obligations, default is a real possibility.
Capacity for meeting financial commitments is solely reliant upon sustained,
favorable business or economic conditions.
[_]For individual obligations, may indicate distressed or defaulted obligations
with potential for average to superior levels of recovery. Differences in
credit quality may be denoted by plus/minus distinctions. Such obligations
typically would possess a Recovery Rating of 'RR2' (superior), or 'RR3' (good)
or 'RR4' (average).
CC
[_]For issuers and performing obligations, default of some kind appears
probable.
[_]For individual obligations, may indicate distressed or defaulted obligations
with a Recovery Rating of 'RR4' (average) or 'RR5' (below average).
C
[_]For issuers and performing obligations, default is imminent.
[_]For individual obligations, may indicate distressed or defaulted obligations
with potential for below-average to poor recoveries. Such obligations would
possess a Recovery Rating of 'RR6' (poor).
RD
Indicates an entity that has failed to make due payments (within the applicable
grace period) on some but not all material financial obligations, but continues
to honor other classes of obligations.
D
Indicates an entity or sovereign that has defaulted on all of its financial
obligations. Default generally is defined as one of the following:
- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;--the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or--the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or 'CCC-C' categories.
Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.
International Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.
B
Speculative. Minimal capacity for timely payment of financial commitments, plus
vulnerability to near term adverse changes in financial and economic conditions.
C
High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business
and economic environment.
RD
Indicates an entity that has defaulted on one or more of its financial
commitments, although it continues to meet other obligations.
D
Indicates an entity or sovereign that has defaulted on all of its financial
obligations.
Notes to International Long-Term and Short-Term ratings:
The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1.' (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for a potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
Rating Outlook: An Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are 'stable' could be upgraded or downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
Program ratings (such as the those assigned to MTN shelf registrations) relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
Variable rate demand obligations and other securities which contain a short-term 'put' or other similar demand feature will have a dual rating, such as AAA/F1+. The first rating reflects the ability to meet long-term principal and interest payments, whereas the second rating reflects the ability to honor the demand feature in full and on time.
Interest Only
Interest Only ratings are assigned to interest strips. These ratings do not
address the possibility that a security holder might fail to recover some or
all of its initial investment due to voluntary or involuntary principal
repayments.
Principal Only
Principal Only ratings address the likelihood that a security holder will
receive their initial principal investment either before or by the scheduled
maturity date.
Rate of Return
Ratings also may be assigned to gauge the likelihood of an investor receiving a
certain predetermined internal rate of return without regard to the precise
timing of any cash flows.
'PIF'
Paid-in -Full; denotes a security that is paid-in-full, matured, called, or
refinanced.
'NR' indicates that Fitch Ratings does not rate the issuer or issue in question.
'Withdrawn': A rating is withdrawn when Fitch Ratings deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced, or for any other reason Fitch
Ratings deems sufficient.
[LOGO OF LOOMIS SAYLES FUNDS]
STATEMENT OF ADDITIONAL INFORMATION
February 1, 2008
LOOMIS SAYLES FUNDS I
Loomis Sayles Bond Fund
Loomis Sayles Global Bond Fund
Loomis Sayles Inflation Protected Securities Fund
Loomis Sayles Small Cap Value Fund
LOOMIS SAYLES FUNDS II
Loomis Sayles Mid Cap Growth Fund
Loomis Sayles Small Cap Growth Fund
Loomis Sayles Tax-Managed Equity Fund
This Statement of Additional Information (the "Statement") contains information which may be useful to investors but which is not included in the Prospectuses of the series of Loomis Sayles Funds I or Loomis Sayles Funds II listed above (collectively the "Funds," with each series being known as a "Fund"). This Statement is not a prospectus and is authorized for distribution only when accompanied or preceded by the Loomis Sayles Retail Income Funds Prospectus or Loomis Sayles Retail Equity Funds Prospectus, each dated February 1, 2008, as from time to time revised or supplemented (the "Prospectus" or "Prospectuses"). Investors may obtain the Prospectuses without charge from Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 61421-9594, by calling 800-633-3330or by visiting www.loomissayles.com.
The Funds' financial statements and accompanying notes that appear in the Funds' annual reports are incorporated by reference into this Statement. Each Fund's annual and semiannual reports contain additional performance information and are available upon request and without charge by calling 800-633-3330 or by visiting the Funds' website at www.loomissayles.com.
M-LSLRSAI-0208
TABLE OF CONTENTS
THE TRUSTS................................................................. 3 INVESTMENT STRATEGIES AND RISKS............................................ 3 Investment Restrictions.................................................... 3 Investment Strategies...................................................... 17 TEMPORARY DEFENSIVE POSITIONS.............................................. 36 PORTFOLIO TURNOVER......................................................... 36 PORTFOLIO HOLDINGS INFORMATION............................................. 36 MANAGEMENT OF THE TRUSTS................................................... 38 OWNERSHIP OF FUND SHARES................................................... 48 INVESTMENT ADVISORY AND OTHER SERVICES..................................... 61 PORTFOLIO MANAGEMENT INFORMATION........................................... 69 PORTFOLIO TRANSACTIONS AND BROKERAGE....................................... 73 DESCRIPTION OF THE TRUSTS.................................................. 78 HOW TO BUY SHARES.......................................................... 80 REDEMPTIONS................................................................ 81 SHAREHOLDER SERVICES....................................................... 83 NET ASSET VALUE............................................................ 85 TAXES...................................................................... 86 PERFORMANCE INFORMATION.................................................... 94 FINANCIAL STATEMENTS....................................................... 94 APPENDIX A................................................................. A-1 |
THE TRUSTS
Loomis Sayles Funds I and Loomis Sayles Funds II (each, a "Trust" and together, the "Trusts") are each registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company.
Loomis Sayles Funds I is registered with the Securities and Exchange Commission (the "SEC") as an open-end management investment company and is organized as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust (a "Declaration of Trust") dated December 23, 1993, as amended and restated on June 22, 2005, and is a "series" company as described in Section 18(f)(2) of the Investment Company Act of 1940, as amended (the "1940 Act"). Prior to July 1, 2003, Loomis Sayles Funds I was named "Loomis Sayles Investment Trust." The Trust offers a total of ten series.
The Loomis Sayles Bond Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on May 16, 1991. The Loomis Sayles Global Bond Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on May 10, 1991. The Loomis Sayles Small Cap Value Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on May 13, 1991. The Loomis Sayles Inflation Protected Securities Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on May 21, 1991. The Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund and Loomis Sayles Small Cap Value Fund each reorganized into newly created series of Loomis Sayles Funds I and ceased to be series of Loomis Sayles Funds II on September 12, 2003.
Loomis Sayles Funds II is organized as a Massachusetts business trust under the laws of Massachusetts by Declaration of Trust dated February 20, 1991, as amended and restated on July 21, 2005, and is a "series" company as described in Section 18(f)(2) of the 1940 Act. The Trust offers a total of thirteen series. Prior to July 1, 2003, Loomis Sayles Funds II was named "Loomis Sayles Funds."
The Loomis Sayles Mid Cap Growth Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on January 2, 1997. Prior to February 1, 2007, Loomis Sayles Mid Cap Growth Fund was named "Loomis Sayles Aggressive Growth Fund". The Loomis Sayles Small Cap Growth Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on January 2, 1997. The Loomis Sayles Value Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on May 13, 1991. The Loomis Sayles Tax-Managed Equity Fund, a diversified series of the Trust, was organized in Massachusetts and commenced operations on October 1, 1995. Admin Class shares of each of the Loomis Sayles Mid Cap Growth Fund and the Loomis Sayles Small Cap Growth Fund were converted into Retail Class shares on May 21, 2003. The Loomis Sayles Tax-Managed Equity Fund reorganized into a newly created series of Loomis Sayles Funds II and ceased to be a series of Loomis Sayles Funds I on September 12, 2003.
INVESTMENT STRATEGIES AND RISKS
Investment Restrictions
The following is a description of restrictions on the investments to be made by the Funds. The investment objective of the Loomis Sayles Tax-Managed Equity Fund as set forth in its Prospectus and the restrictions marked with an asterisk (*) are fundamental policies that may not be changed without the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). The other restrictions set forth below are not fundamental policies and may be changed by each Trust's Board of Trustees. Except in the case of the 15% limitation on illiquid securities, the percentages set forth below and the percentage limitations set forth in the Prospectus apply at the time of the purchase of a security and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of a purchase of such security.
The Loomis Sayles Bond Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (i) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of parents or subsidiaries of such companies, (ii) purchase and sell put and call options on securities, and (iii) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
(16)Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such Rule may be interpreted from time to by the staff of the SEC
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
In restriction (16), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirement, but would not be required to sell portfolio holdings that have increased in value.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Global Bond Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (i) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of parents or subsidiaries of such companies, (ii) purchase and sell put and call options on securities, and (iii) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
(16)Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in fixed-income securities. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such Rule may be interpreted from time to time by the staff of the SEC.
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
In restriction (16), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirements, but would not be required to sell portfolio holdings that have increased in value.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Inflation Protected Securities Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (1) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of
parents or subsidiaries of such companies, (2) purchase and sell put and call options on securities, and (3) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
(16)Invest more than 20% of its net assets (plus any borrowings made for investment purposes) in securities that are not backed by the full faith and credit of the U.S. government. Prior to implementation of any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders. In interpreting this restriction, the 20% policy is applied to current market value.
(17)Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in inflation-protected securities. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such Rule may be interpreted from time to time by the staff of the SEC.
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
In restriction (16), the 20% policy is applied to current market value. However, if the Fund no longer meets the 20% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it would be required to make future investments in a manner that would bring the Fund into compliance with the 20% requirement, but would not be required to sell portfolio holdings that have increased in value.
In restriction (17), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirements, but would not be required to sell portfolio holdings that have increased in value in value.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Small Cap Value Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (i) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of parents or subsidiaries of such companies, (ii) purchase and sell put and call options on securities, and (iii) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
(16)Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in equity securities of companies with market capitalizations that fall within the capitalization range of the Russell 2000 Index. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such Rule may be interpreted from time to time by the staff of the SEC.
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
In restriction (16), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirements, but would not be required to sell portfolio holdings that have increased in value.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Mid Cap Growth Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (i) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of parents or subsidiaries of such companies, (ii) purchase and sell put and call options on securities, and (iii) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
(16)Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in common stocks or other equity securities (which may include securities offered in the secondary markets or in initial public offerings) of companies with market capitalizations that fall within the capitalization range of companies included in the Russell Midcap Growth Index. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such rule may be interpreted from time to time by the staff of the SEC.
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
In restriction (16), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirements, but would not be required to sell portfolio holdings that have increased in value.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designate on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Small Cap Growth Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (i) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of parents or subsidiaries of such companies, (ii) purchase and sell put and call options on securities, and (iii) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
(16)Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in common stocks or other equity securities (which may include securities offered in the secondary markets or in initial public offerings) of companies with market capitalizations that fall within the capitalization range of companies included in the Russell Midcap Growth Index. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such rule may be interpreted from time to time by the staff of the SEC.
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
In restriction (16), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirements, but would not be required to sell portfolio holdings that have increased in value.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Tax-Managed Equity Fund may not:
*(1)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(2)Invest in oil, gas, or other mineral leases, rights, or royalty contracts, or in real estate, commodities, or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates, or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(3)Make loans, except to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
*(4)Change its classification pursuant to Section 5(b) of the 1940 Act from a "diversified" to "non-diversified" management investment company.
*(5)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water, and telephone companies will be considered as being in separate industries).
*(6)Borrow money in excess of 10% of its assets (taken at cost) or 5% of its assets (taken at current value), whichever is lower, nor borrow any money except as a temporary measure for extraordinary or emergency purposes; however, the Fund's use of reverse repurchase agreements and "dollar roll" arrangements shall not constitute borrowing by the Fund for purposes of this restriction.
(7) Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
*(8)Issue senior securities other than any borrowing permitted by restriction (6) above. (For the purposes of this restriction, none of the following is deemed to be a senior security: any pledge, mortgage, hypothecation, or other encumbrance of assets; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of or entry into options, forward contracts, futures contracts, options on futures contracts, swap contracts, or any other derivative investments to the extent that Loomis Sayles determines that the Fund is not required to treat such investments as senior securities pursuant to the pronouncements of the SEC.
(9) Invest, under normal circumstances, less than 80% of its net assets (plus any borrowings made for investment purposes) in equity securities. Prior to any change to such policy adopted by the Board of Trustees of the Fund, the Fund will provide notice to shareholders as required by Rule 35d-1 under the 1940 Act, as such Rule may be interpreted from time to time by the staff of the SEC.
The Loomis Sayles Tax-Managed Equity Fund intends, based on the views of the SEC, to restrict its investments, if any, in repurchase agreements maturing in more than seven days, together with other investments in illiquid securities, to the percentage permitted by restriction (7) above.
In restriction (9), the 80% policy is applied at the time of investment. However, if the Fund no longer meets the 80% policy (due to changes in the value of its portfolio holdings or other circumstances beyond its control), it must make future investments in a manner that would bring the Fund into compliance with the 80% requirements, but would not be required to sell portfolio holdings that have increased in value.
Although authorized to invest in restricted securities, the Loomis Sayles Tax-Managed Equity Fund, as a matter of non-fundamental operating policy, currently does not intend to invest in such securities, except Rule 144A securities.
For purposes of the foregoing restrictions, the Loomis Sayles Tax-Managed Equity Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Loomis Sayles Tax-Managed Equity Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
The Loomis Sayles Value Fund may not:
(1) Invest in companies for the purpose of exercising control or management.
*(2)Act as underwriter, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.
*(3)Invest in oil, gas or other mineral leases, rights or royalty contracts or in real estate, commodities or commodity contracts. (This restriction does not prevent the Fund from engaging in transactions in futures contracts relating to securities indices, interest rates or financial instruments or options, or from investing in issuers that invest or deal in the foregoing types of assets or from purchasing securities that are secured by real estate.)
*(4)Make loans, except that the Fund may lend its portfolio securities to the extent permitted under the 1940 Act. (For purposes of this investment restriction, neither (i) entering into repurchase agreements nor (ii) purchasing debt obligations in which the Fund may invest consistent with its investment policies is considered the making of a loan.)
(5) With respect to 75% of its assets, purchase any security (other than U.S. Government securities) if, as a result, more than 5% of the Fund's assets (taken at current value) would then be invested in securities of a single issuer.
(6) With respect to 75% of its assets, acquire more than 10% of the outstanding voting securities of an issuer.
(7) Pledge, mortgage, hypothecate or otherwise encumber any of its assets,
except that the Fund may pledge assets having a value not exceeding
10% of its assets to secure borrowings permitted by restrictions
(9) and (10) below. (For purposes of this restriction, collateral
arrangements with respect to options, futures contracts, and options
on futures contracts and with respect to initial and variation margin
are not deemed to be a pledge or other encumbrance of assets.)
*(8)Purchase any security (other than U.S. Government securities) if, as a result, more than 25% of the Fund's assets (taken at current value) would be invested in any one industry (in the utilities category, gas, electric, water and telephone companies will be considered as being in separate industries).
*(9)Borrow money, except to the extent permitted under the 1940 Act.
(10)Borrow money in excess of 20% of its net assets, nor borrow any money except as a temporary measure for extraordinary or emergency purposes.
(11)Purchase securities on margin (except such short term credits as are necessary for clearance of transactions) or make short sales (except where, by virtue of ownership of other securities, it has the right to obtain, without payment of additional consideration, securities equivalent in kind and amount to those sold).
(12)Participate on a joint or joint and several basis in any trading account in securities. (The "bunching" of orders for the purchase or sale of portfolio securities with Loomis Sayles or accounts under its management to reduce brokerage commissions, to average prices among them or to facilitate such transactions is not considered a trading account in securities for purposes of this restriction.)
(13)Purchase any illiquid security, including any security that is not readily marketable, if, as a result, more than 15% of the Fund's net assets (based on current value) would then be invested in such securities.
(14)Write or purchase puts, calls, or combinations of both, except that the Fund may (i) acquire warrants or rights to subscribe to securities of companies issuing such warrants or rights, or of parents or subsidiaries of such companies, (ii) purchase and sell put and call options on securities, and (iii) write, purchase and sell put and call options on currencies and enter into currency forward contracts.
*(15)Issue senior securities. (For purposes of this restriction, none of the following is deemed to be a senior security: any pledge or other encumbrance of assets permitted by restriction (7) above; any borrowing permitted by restrictions (9) and (10) above; any collateral arrangements with respect to options, futures contracts, and options on futures contracts and with respect to initial and variation margin; and the purchase or sale of options, forward contracts, futures contracts, or options on futures contracts.)
The Fund intends, based on the views of the SEC, to restrict its investments
in repurchase agreements maturing in more than seven days, together with other
investments in illiquid securities, to the percentage permitted by restriction
(13) above.
For purposes of the foregoing restrictions, the Fund does not consider a swap contract on one or more securities, indices, currencies or interest rates to be a commodity or a commodity contract, nor, consistent with the position of the staff of the SEC, does the Fund consider such swap contracts to involve the issuance of a senior security, provided the Fund designates on its records or segregates with its custodian liquid assets (marked to market on a daily basis) sufficient to meet its obligations under such contracts.
Investment Strategies
The following is a list of certain investment strategies, including particular types of securities or instruments or specific practices, that may be used by Loomis Sayles in managing the Funds. Each Fund's principal strategies are detailed in its Prospectus. This Statement describes some of the non-principal strategies the Funds may use, in addition to providing additional information about their principal strategies. The list under each category below is not intended to be an exclusive list of securities, investments and practices for investments. Unless a strategy, practice or security is specifically prohibited by the investment restrictions listed in the prospectus, under "Investment Restrictions" in Part I of this Statement, or under applicable law, each Fund may engage in the strategies listed below and other strategies, and invest in the securities and instruments listed below and other securities and instrument. Loomis Sayles may invest in a general category listed below and, where applicable, with particular emphasis on a certain type of security, but investment is not limited to the categories listed below or the securities specifically enumerated under each category. Loomis Sayles may invest in any security that falls under the specific category including securities that are not listed below. The Prospectus and/or this Statement will be updated if a Fund begins to engage in investment practices that are not described in a Prospectus and/or this Statement.
Fund Securities Practices ---- ----------------------------------------- --------------------- Bond Fund Debt Securities (Asset-Backed Securities, Temporary Defensive Collateralized Mortgage Obligations, Strategies Commercial Paper, Convertible Repurchase Agreements Securities, Corporate Securities, Swap Contracts Investment Grade Fixed Income Illiquid Securities Securities, Lower Quality Fixed Income Futures Contracts Securities, Mortgage-Related Securities, Options Preferred Stock, REITs, Stripped Securities, Mortgage-Backed Securities, U.S. Government Securities, When- Issued Securities, Zero-Coupon Securities, 144A Securities, Mortgage Dollar Rolls, Inflation Linked Bonds) Equity Securities (Investment Companies) Foreign Securities (Currency Transactions, Emerging Markets, Supranational Entities) 17 |
Fund Securities Practices ---- ---------------------------------------- --------------------- Global Bond Debt Securities (Investment Grade Fixed Temporary Defensive Fund Income Securities, Corporate Bonds, Strategies Convertible Securities, World Repurchase Agreements Government Securities, Lower Quality Futures Contracts Fixed Income Securities, Asset-Backed Options |
Securities, Zero-Coupon Securities, 144A Swap Contracts
Securities, Mortgage-Related Securities,
REITs, Stripped Securities, Mortgage-
Backed Securities, When-Issued
Securities, Commercial Paper,
Collateralized Mortgage Obligations,
Mortgage Dollar Rolls, Inflation Linked
Bonds)
Equity Securities (Investment
Companies)
Foreign Securities (Emerging Markets,
Supranational Entities, Currency Transactions) Inflation Debt Securities (U.S. Government Futures Transactions Protected Securities, Mortgage-Related Securities, Options Securities Fund Inflation Linked Bonds) Swap Contracts Equity Securities (Investment Temporary Defensive Companies) Strategies Small Cap Equity Securities (REITs, Investment 144A Securities Value Fund Companies, Small Cap Companies) Hedging Transactions Foreign Securities (Emerging Markets, Temporary Defensive Currency Transactions) Strategies Mid Cap Growth Equity Securities (REITs, Mid Cap Initial Public Fund Companies, Investment Companies) Offerings Foreign Securities (Emerging Markets, 144A Securities Currency Transactions) Options Futures Contracts Hedging Transactions Temporary Defensive Strategies Securities Lending Small Cap Equity Securities (Small Cap Companies, 144A Securities Growth Fund Investment Companies) Options Foreign Securities (Emerging Markets, Futures Contracts Currency Transactions) Securities Lending Temporary Defensive Strategies Tax-Managed Debt Securities (U.S. Government Temporary Defensive Equity Fund Securities, Zero Coupon Securities, Strategies Convertible Securities, Inflation Linked When-Issued Bonds) Securities Equity Securities (Mid Cap Companies, 144A Securities Large Cap Companies, Small Cap Companies, REITs, Investment Companies) Value Fund Equity Securities (Mid Cap Companies, Temporary Defensive Large Cap Companies, Warrants, Strategies Convertible Securities, REITs, 144A Securities, Investment Companies) Foreign Securities (Emerging Markets) |
Adjustable Rate Mortgage Security ("ARM")
An ARM, like a traditional mortgage security, is an interest in a pool of mortgage loans that provides investors with payments consisting of both principal and interest as mortgage loans in the underlying mortgage pool are paid off by the borrowers. ARMs have interest rates that are reset at periodic intervals, usually by reference to some interest rate index or market interest rate. Although the rate adjustment feature may act as a buffer to reduce sharp changes in the value of adjustable rate securities, these securities are still subject to changes in value based on changes in market interest rates or changes in the issuer's creditworthiness. Because the interest rates are reset only periodically, changes in the interest rate on ARMs may lag behind changes in prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors that limit the maximum change in interest rate during a specified period or over the life of the security. As a result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates during certain periods. Because of the resetting of interest rates, ARMs are less likely than non-adjustable rate securities of comparable quality and maturity to increase significantly in value when market interest rates fall.
Asset-Backed Securities
Certain Funds may invest in asset-backed securities. The securitization techniques used to develop mortgage securities are also being applied to a broad range of other assets. Mortgage-backed securities are a type of asset-backed security. Through the use of trusts and special purpose vehicles, assets, such as automobile and credit card receivables, are being securitized in pass-through structures similar to mortgage pass-through structures or in a pay-through structure similar to a collateralized mortgage obligation structure (described below). Generally, the issuers of asset-backed bonds, notes or pass-through certificates are special purpose entities and do not have any significant assets other than the receivables securing such obligations. In general, the collateral supporting asset-backed securities is of shorter maturity than mortgage loans. Instruments backed by pools of receivables are similar to mortgage-backed securities in that they are subject to unscheduled prepayments of principal prior to maturity. When the obligations are prepaid, a Fund will ordinarily reinvest the prepaid amounts in securities the yields of which reflect interest rates prevailing at the time. Therefore, a Fund's ability to maintain a portfolio that includes high-yielding asset-backed securities will be adversely affected to the extent that prepayments of principal must be reinvested in securities that have lower yields than the prepaid obligations. Moreover, prepayments of securities purchased at a premium could result in a realized loss.
Bank Loans
The Loomis Sayles Bond Fund may invest in bank loans, which include senior secured and unsecured floating rate loans made by U.S. banks and other financial institutions to corporate customers. Typically, these loans hold the most senior position in a borrower's capital structure, may be secured by the borrower's assets and have interest rates that reset frequently. These loans generally will not be rated investment-grade by the rating agencies. Economic downturns generally lead to higher non-payment and default rates and a senior loan could lose a substantial part of its value prior to a default. However, as compared to junk bonds, senior floating rate loans are typically senior in the capital structure and are often secured by collateral of the borrower. The Fund's investments in loans are subject to credit risk, and even secured bank loans may not be adequately collateralized. The interest rates of bank loans reset frequently, and thus bank loans are subject to interest rate risk. Most bank loans, like most investment-grade bonds, are not traded on any national securities exchange. Bank loans generally have less liquidity than investment-grade bonds and there may be less public information available about them. The Fund may participate in the primary syndicate for a loan or it may also purchase loans from other lenders (sometimes referred to as loan assignments). The Fund may also acquire a participation interest in another lender's portion of the senior loan.
Collateralized Mortgage Obligations ("CMOs")
Certain Funds may invest in CMOs which are securities backed by a portfolio of mortgages or mortgage securities held under indentures. The underlying mortgages or mortgage securities are issued or guaranteed by the U.S. Government or an agency or instrumentality thereof. The issuer's obligation to make interest and principal payments is secured by the underlying portfolio of mortgages or mortgage securities. CMOs are issued with a number of classes or series which have different maturities and which may represent interests in some or all of the interest or principal on the underlying collateral or a combination thereof. CMOs of different classes are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. In the event of sufficient early prepayments on such mortgages, the class or series of CMO first to mature generally will be retired prior to its maturity. Thus, the early retirement of a particular class or series of CMO held by a Fund would have the same effect as the prepayment of mortgages underlying a mortgage pass-through security. CMOs and other asset-backed and mortgage-backed securities may be considered derivative securities. CMOs involve risk similar to those described under "Mortgage-Related Securities" below.
Common Stocks and Other Equity Securities
Common stocks, preferred stocks, warrants, securities convertible into common or preferred stocks and similar securities, together called "equity securities," are generally volatile and more risky than some other forms of investment. Equity securities of companies with relatively small market capitalizations may be more volatile than the securities of larger, more established companies and than the broad equity market indices generally. Common stock and other equity securities may take the form of stock in corporations, partnership interests, interests in limited liability companies and other direct or indirect interests in business organizations.
Growth stocks of companies that Loomis Sayles believes have earnings that will grow faster than the economy as a whole are known as growth stocks. The Loomis Sayles Mid Cap Growth Fund, the Loomis Sayles Small Cap Growth Fund and the Loomis Sayles Tax-Managed Equity Fund generally invest a significant portion of their assets in growth stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. As a result, the values of growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks. If Loomis Sayles' assessment of the prospects for a company's earnings growth is wrong, or if its judgment of how other investors will value the company's earnings growth is wrong, then the price of that company's stock may fall or may not approach the value that Loomis Sayles has placed on it.
Value stocks of companies that are not expected to experience significant earnings growth, but whose stocks Loomis Sayles believes are undervalued compared to their true worth, are known as value stocks. These companies may have experienced adverse business developments or may be subject to special risks that have caused their stocks to be out of favor. If Loomis Sayles' assessment of a company's prospects is wrong, or if other investors do not eventually recognize the value of the company, then the price of the company's stock may fall or may not approach the value that Loomis Sayles has placed on it. The Loomis Sayles Value Fund and the Loomis Sayles Small Cap Value Fund generally invest a significant portion of its assets in value stocks.
Many stocks may have both "growth" and "value" characteristics, and for some stocks it may be unclear which category, if any, it fits into.
Convertible Securities
Certain Funds may invest in convertible securities, including corporate bonds, notes or preferred stocks of U.S. or foreign issuers that can be converted into (that is, exchanged for) common stocks or other equity securities. Convertible securities also include other securities, such as warrants, that provide an opportunity for equity participation. Since convertible securities may be converted into equity securities, their values will normally vary in some proportion with those of the underlying equity securities. Convertible securities usually provide a higher yield than the underlying equity, however, so that the price decline of a convertible security may sometimes be less substantial than that of the underlying equity security. Convertible securities are generally subject to the same risks as non-convertible fixed income securities, but usually provide a lower yield than comparable fixed-income securities. Many convertible securities are relatively illiquid.
Depositary Receipts
Certain Funds may invest in foreign equity securities by purchasing "depositary receipts." Depositary receipts are instruments issued by a bank that represent an interest in equity securities held by an arrangement with the bank. Depositary receipts can be either "sponsored" or "unsponsored." Sponsored depositary receipts are issued by banks in cooperation with the issuer of the underlying equity securities. Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity securities and, therefore, less information about the issuer of the underlying equity securities may be available and the price may be more volatile than sponsored depositary receipts. American Depositary Receipts ("ADRs") are depositary receipts that are bought and sold in the United States and are typically issued by a U.S. bank or trust company which evidence ownership of underlying securities by a foreign corporation. European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs") are depositary receipts that are typically issued by foreign banks or trust companies which evidence ownership of underlying securities issued by either a foreign or United States corporation. All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency exchange risk.
Emerging Markets
Investments in foreign securities may include investments in emerging or developing countries, whose economies or securities markets are not yet highly developed. Special considerations associated with these investments (in addition to the considerations regarding foreign investments generally) may include, among others, greater political uncertainties, an economy's dependence on revenues from particular commodities or on international aid or development assistance, currency transfer restrictions, very limited numbers of potential buyers for such securities, less developed custodial and deposit systems and delays and disruptions in securities settlement procedures.
In determining whether to invest in securities of foreign issuers, Loomis Sayles may consider the likely effects of foreign taxes on the net yield available to the Fund and its shareholders. Compliance with foreign tax laws may reduce a Fund's net income available for distribution to shareholders.
Fixed Income Securities
Fixed income securities pay a specified rate of interest or dividends, or a rate that is adjusted periodically by reference to some specified index or market rate. Fixed income securities include securities issued by federal, state, local, and foreign governments and related agencies, and by a wide range of private or corporate issuers. Fixed income securities include, among others, bonds, debentures, notes, bills, and commercial paper. Since interest rates vary, it is impossible to predict the income of a Fund for any particular period. In addition, the prices of fixed-income securities generally vary inversely with changes in interest rates. Prices of debt securities may also be affected by items related to a particular issue or to the debt markets generally. The net asset value of a Fund's shares will vary as a result of changes in the value of the securities in the Fund's portfolio.
Investment Grade Fixed Income Securities To be considered investment grade quality, at least one of the three major rating agencies (Fitch Investor Services, Inc. ("Fitch"), Moody's Investors Services, Inc. ("Moody's") or Standard & Poor's Rating Services ("S & P")) must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Lower Quality Fixed Income Securities Lower quality fixed income securities (commonly referred to as "junk bonds") are below investment grade quality. To be considered below investment grade quality, none of the three major rating agencies must have rated the security in one of its top four rating categories at the time a Fund acquires the security or, if the security is unrated, Loomis Sayles must have determined it to be of comparable quality.
Lower quality fixed income securities are subject to greater credit risk and market risk than higher quality fixed income securities. Lower quality fixed income securities are considered predominantly speculative with respect to the ability of the issuer to make timely principal and interest payments. If a Fund invests in lower quality fixed income securities, a Fund's achievement of its objective may be more dependent on Loomis Sayles' own credit analysis than is the case with funds that invest in higher quality fixed income securities. The market for lower quality fixed income securities may be more severely affected than some other financial markets by economic recession or substantial interest rate increases, by changing public perceptions of this market, or by legislation that
limits the ability of certain categories of financial institutions to invest in these securities. In addition, the secondary market may be less liquid for lower quality fixed income securities. This lack of liquidity at certain times may affect the values of these securities and may make the evaluation and sale of these securities more difficult. Lower quality fixed income securities may be in poor standing or in default and typically have speculative characteristics.
For more information about the ratings services' descriptions of the various rating categories, see Appendix A. A Fund may continue to hold fixed income securities that are downgraded in quality subsequent to their purchase if Loomis Sayles believes it would be advantageous to do so.
Foreign Currency Transactions
Certain Funds may engage in currency transactions. Most foreign securities in a Fund's portfolio will be denominated in foreign currencies or traded in securities markets in which settlements are made in foreign currencies. Similarly, any income on such securities is generally paid to the Fund in foreign currencies. The value of these foreign currencies relative to the U.S. dollar varies continually, causing changes in the dollar value of a Fund's portfolio investments (even if the local market price of the investments is unchanged) and changes in the dollar value of a Fund's income available for distribution to its shareholders. The effect of changes in the dollar value of a foreign currency on the dollar value of a Fund's assets and on the net investment income available for distribution may be favorable or unfavorable.
A Fund may incur costs in connection with conversions between various currencies. In addition, a Fund may be required to liquidate portfolio assets, or may incur increased currency conversion costs, to compensate for a decline in the dollar value of a foreign currency occurring between the time that the Fund declares and pays a dividend, or between the time that the Fund accrues and pays an operating expense in U.S. dollars.
To protect against a change in the foreign currency exchange rate between the date on which a Fund contracts to purchase or sell a security and the settlement date for the purchase or sale, or to gain exposure to one or more foreign currencies or to "lock in" the equivalent of a dividend or interest payment in another currency, a Fund might purchase or sell a foreign currency on a spot (i.e., cash) basis at the prevailing spot rate. If conditions warrant, a Fund may also enter into contracts with banks or broker-dealers to purchase or sell foreign currencies at a future date ("forward contracts"). A Fund will maintain cash or other liquid assets eligible for purchase by the Fund either earmarked on the Fund's records or in a segregated account with the custodian in an amount at least equal to the lesser of (i) the difference between the current value of the Fund's liquid holdings that settle in the relevant currency and the Fund's outstanding obligations under currency forward contracts, or (ii) the current amount, if any, that would be required to be paid to enter into an offsetting forward currency contract which would have the effect of closing out the original forward contract. A Fund's use of currency transactions may be limited by tax considerations. The Loomis Sayles may decide not to engage in currency transactions and there is no assurance that any currency hedging strategy used by the Fund will succeed. In addition, suitable currency transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions when they would be beneficial. A Fund may also purchase or sell foreign currency futures contracts traded on futures exchanges. Foreign currency futures contract transactions involve risks similar to those of other futures transactions, which are described below under below under "Options and Futures Transactions."
Foreign Securities
Certain Funds may invest in foreign securities. In addition to the risks associated with investing in securities generally, such investments present additional risks not typically associated with investments in comparable securities of U.S. issuers.
Since most foreign securities are denominated in foreign currencies or traded primarily in securities markets in which settlements are made in foreign currencies, the value of these investments and the net investment income available for distribution to shareholders of a Fund may be affected favorably or unfavorably by changes in currency exchange rates or exchange control regulations. Because a Fund may purchase securities denominated in foreign currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of the Fund's assets and the Fund's income available for distribution.
Although a Fund's income may be received or realized in foreign currencies, the Fund will be required to compute and distribute its income in U.S. dollars. Therefore, if the value of a currency relative to the U.S. dollar declines after a Fund's income has been earned in that currency, translated into U.S. dollars and declared as a dividend, but before payment of such dividend, the Fund could be required to liquidate portfolio securities to pay such dividend. Similarly, if the value of a currency relative to the U.S. dollar declines between the time a Fund incurs expenses or other obligations in U.S. dollars and the time such expenses or obligations are paid, the amount of such currency required to be converted into U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in such currency of such expenses at the time they were incurred.
There may be less information publicly available about a foreign corporate or government issuer than about a U.S. issuer, and foreign corporate issuers are not generally subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage commissions and securities custody costs are often higher than those in the United States, and judgments against foreign entities may be more difficult to obtain and enforce. With respect to certain foreign countries, there is a possibility of governmental expropriation of assets, confiscatory taxation, political or financial instability and diplomatic developments that could affect the value of investments in those countries. The receipt of interest on foreign government securities may depend on the availability of tax or other revenues to satisfy the issuer's obligations.
Illiquid Securities
Certain Funds may purchase illiquid securities. Illiquid securities are those that are not readily resalable, which may include securities whose disposition is restricted by federal securities laws. Investment in restricted or other illiquid securities involves the risk that a Fund may be unable to sell such a security at the desired time or at approximately the price at which the Fund values the security. Also, a Fund may incur expenses, losses or delays in the process of registering restricted securities prior to resale.
Certain Funds may purchase Rule 144A securities, which are privately offered
securities that can be resold only to certain qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). Certain Funds may also purchase commercial paper issued
under Section 4(2) of the Securities Act. Investing in Rule 144A securities and
Section 4(2) commercial paper could have the effect of increasing the level of
the Fund's illiquidity to the extent that qualified institutional buyers
become, for a time, uninterested in purchasing these securities. Rule 144A
securities and Section 4(2) commercial paper are treated as illiquid, unless
the adviser has determined, under guidelines established by the Trusts' Board
of Trustees, that the particular issue is liquid.
Inflation-Linked Bonds
Certain Funds may invest in inflation linked bonds. Inflation linked bonds are fixed income securities whose principal value is adjusted periodically according to the rate of inflation. Some Funds, particularly Loomis Sayles Global Bond Fund, may invest in inflation linked bonds issued by the Japanese government. These bonds generally have maturities of ten or thirty years and interest is payable semiannually. The principal amount of these bonds increases with increases in the price index used as a reference for the bonds. In addition, the amounts payable as coupon interest payments increase when the price index increases because the interest amount is calculated by multiplying the principal (as adjusted) by a fixed coupon rate.
Although inflation indexed bonds protect their holders from long-term inflationary trends, short-term increases in inflation may result in a decline in value. The values of inflation linked bonds generally fluctuate in response to changes to real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a rate faster than nominal interest rates, real interest rates might decline, leading to an increase in value of the inflation linked bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rate might rise, leading to a decrease in the value of inflation linked bonds. If inflation is lower than expected during a period holds inflation linked bonds, the Fund may earn less on such bonds
than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation linked bonds may not be protected to the extent the increase is not reflected in the price index used as a reference for the bonds. There can be no assurance that the price index used for an inflation linked bond will accurately measure the real rate of inflation in the prices of goods and services. Inflation linked bonds issued by the Japanese government will be subject to the risks described above under "Foreign Securities." Certain Funds may also invest in Treasury Inflation-Protected Securities issued by the U.S. government. See "U.S. Government Securities" below for additional information.
Initial Public Offerings
Certain funds may purchase securities of companies that are offered pursuant to an initial public offering ("IPO"). An IPO is a company's first offering of stock to the public in the primary market, typically to raise additional capital. The Fund may purchase a "hot" IPO (also known as a "hot issue"), which is an IPO that is oversubscribed and, as a result, is an investment opportunity of limited availability. As a consequence, the price at which these IPO shares open in the secondary market may be significantly higher than the original IPO price. IPO securities tend to involve greater risk due, in part, to public perception and the lack of publicly available information and trading history. There is the possibility of losses resulting from the difference between the issue price and potential diminished value of the stock once traded in the secondary market. The Fund's investment in IPO securities may have a significant impact on the Fund's performance and may result in significant capital gains. The availability of IPOs may be limited so that a Fund does not get the full allocation desired.
Investment Companies
Certain Funds may invest in other investment companies. Investment companies, including companies such as "iShares," "SPDRs" and "VIPERs," are essentially pools of securities. Investing in other investment companies involves substantially the same risks as investing directly in the underlying securities, but may involve additional expenses at the investment company level, such as investment advisory fees and operating expenses. In some cases, investing in an investment company may involve the payment of a premium over the value of the assets held in that investment company's portfolio. As an investor in another investment company, a Fund will bear its ratable share of the investment company's expenses, including advisory fees, and the Fund's shareholders will bear such expenses indirectly, in addition to similar fees and expenses of the Fund.
Despite the possibility of greater fees and expenses, investment in other investment companies may be attractive nonetheless for several reasons, especially in connection with foreign investments. Because of restrictions on direct investment by U.S. entities in certain countries, investing indirectly in such countries (by purchasing shares of another fund that is permitted to invest in such countries) may be the most practical and efficient way for a Fund to invest in such countries. In other cases, when a Fund's adviser desires to make only a relatively small investment in a particular country, investing through another fund that holds a diversified portfolio in that country may be more effective than investing directly in issuers in that country. In addition, it may be efficient for a Fund to gain exposure to particular market segments by investing in shares of one or more investment companies.
Mortgage Dollar Rolls
Certain Funds may enter into mortgage dollar rolls. A dollar roll involves the sale of a security by a Fund and its agreement to repurchase the instrument at a specified time and price, and may be considered a form of
borrowing for some purposes. A Fund will designate on its records or segregate with its custodian bank assets determined to be liquid in an amount sufficient to meet its obligations under the transactions. A dollar roll involves potential risks of loss that are different from those related to the securities underlying the transactions. A Fund may be required to purchase securities at a higher price than may otherwise be available on the open market. Since the counterparty in the transaction is required to deliver a similar, but not identical, security to the Fund, the security that the Fund is required to buy under the dollar roll may be worth less than an identical security. There is no assurance that a Fund's use of the cash that it receives from a dollar roll will provide a return that exceeds borrowing costs.
Mortgage-Related Securities
Certain funds may invest in mortgage-related securities, such as Government National Mortgage Association ("GNMA") or Federal National Mortgage Association ("FNMA") certificates, which differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. As a result, if a Fund purchases these assets at a premium, a faster-than-expected prepayment rate will tend to reduce yield to maturity, and a slower-than-expected prepayment rate may have the opposite effect of increasing yield to maturity. If a Fund purchases mortgage-related securities at a discount, faster-than-expected prepayments will tend to increase, and slower-than-expected prepayments tend to reduce, yield to maturity. Prepayments, and resulting amounts available for reinvestment by a Fund, are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower interest rates. Accelerated prepayments on securities purchased at a premium may result in a loss of principal if the premium has not been fully amortized at the time of prepayment. Although these securities will decrease in value as a result of increases in interest rates generally, they are likely to appreciate less than other fixed-income securities when interest rates decline because of the risk of prepayments. In addition, an increase in interest rates would also increase the inherent volatility of a Fund by increasing the average life of the Fund's portfolio securities.
Money Market Instruments
Each Fund may seek to minimize risk by investing in money market instruments, which are high-quality, short-term securities. Although changes in interest rates may change the market value of a security, a Fund expects those changes to be minimal with respect to these securities, which are often purchased for defensive purposes.
Money market obligations of foreign banks or of foreign branches or subsidiaries of U.S. banks may be subject to different risks than obligations of domestic banks, such as foreign economic, political and legal developments and the fact that different regulatory requirements apply.
Options and Futures Transactions
An option entitles the holder to receive (in the case of a call option) or to sell (in the case of a put option) a particular security at a specified exercise price. An "American style" option allows exercise of the option at any time during the term of the option. A "European style" option allows an option to be exercised only at a specified time or times, such as the end of its term. Options may be traded on or off an established securities exchange.
If the holder of an option wishes to terminate its position, it may seek to effect a closing sale transaction by selling an option identical to the option previously purchased. The effect of the purchase is that the previous option position will be canceled. A Fund will realize a profit from closing out an option if the price received for selling the offsetting position is more than the premium paid to purchase the option; the Fund will realize a loss from closing out an option transaction if the price received for selling the offsetting option is less than the premium paid to purchase the option.
The use of options involves risks. One risk arises because of the imperfect correlation between movements in the price of options and movements in the price of the securities that are the subject of the option. A Fund's option strategies will not be fully effective if such imperfect correlation occurs.
Price movement correlation may be distorted by illiquidity in the options markets and the participation of speculators in such markets. If an insufficient number of contracts are traded, commercial users may not deal in options because they do not want to assume the risk that they may not be able to close out their positions within a reasonable amount of time. In such instances, options market prices may be driven by different forces than those driving the market in the underlying securities, and price spreads between these markets may widen. The participation of speculators in the market enhances its liquidity. Nonetheless, the trading activities of speculators in the options markets may create temporary price distortions unrelated to the market in the underlying securities.
An exchange-traded option may be closed out only on an exchange that
generally provides a liquid secondary market for an option of the same series.
If a liquid secondary market for an exchange-traded option does not exist, it
might not be possible to effect a closing transaction with respect to a
particular option, with the result that the Fund would have to exercise the
option in order to accomplish the desired hedge. Reasons for the absence of a
liquid secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions, or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or the Options Clearing Corporation
or other clearing organization may not at all times be adequate to handle
current trading volume; or (vi) one or more exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that exchange (or in that class or series of options)
would cease to exist, although outstanding options on that exchange that had
been issued by the Options Clearing Corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms.
An over-the-counter option (an option not traded on an established exchange) may be closed out only by agreement with the other party to the original option transaction. With over-the-counter options, a Fund is at risk that the other party to the transaction will default on its obligations, or will not permit a Fund to terminate the transaction before its scheduled maturity. While the Fund will seek to enter into over-the-counter options only with dealers who agree to or are expected to be capable of entering into closing transactions with the Fund, there can be
no assurance that the Fund will be able to liquidate an over-the-counter option at a favorable price at any time prior to its expiration. Accordingly, the Fund might have to exercise an over-the-counter option it holds in order to achieve the intended hedge. Over-the-counter options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation or other clearing organizations.
Income earned by a Fund from its options activities will be treated as capital gain and, if not offset by net recognized capital losses incurred by the Fund, will be distributed to shareholders in taxable distributions. Although gain from options transactions may hedge against a decline in the value of a Fund's portfolio securities, that gain, to the extent not offset by losses, will be distributed in light of certain tax considerations and will constitute a distribution of that portion of the value preserved against decline.
The Funds are operated by a person who has claimed an exclusion from the definition of "commodity pool operator" under the Commodity Exchange Act (the "CEA") and, therefore, such person is not subject to registration or regulation as a pool operator under the CEA.
A futures contract is an agreement between two parties to buy and sell a particular commodity, instrument or index, (e.g., an interest-bearing security) for a specified price on a specified future date. In the case of futures on an index, the seller and buyer agree to settle in cash, at a future date, based on the difference in value of the contract between the date it is opened and the settlement date. The value of each contract is equal to the value of the index from time to time multiplied by a specified dollar amount. For example, long-term municipal bond index futures trade in contracts equal to $1000 multiplied by the Bond Buyer Municipal Bond Index, and S&P 500 Index futures trade in contracts equal to $500 multiplied by the S&P 500 Index.
When a trader, such as a Fund, enters into a futures contract, it is required to deposit with (or for the benefit of) its broker as "initial margin" an amount of cash or short-term high-quality securities (such as U.S. Treasury bills or high-quality tax exempt bonds acceptable to the broker) equal to approximately 2% to 5% of the delivery or settlement price of the contract (depending on applicable exchange rules). Initial margin is held to secure the performance of the holder of the futures contract. As the value of the contract changes, the value of the futures contract position increases or declines. At the end of each trading day, the amount of such increase and decline is received and paid respectively by and to the holders of these positions. The amount received or paid is known as "variation margin." If the Fund has a long position in a futures contract it will either "earmark" on the Fund's records or place in a segregated account with the Fund's custodian cash or liquid securities eligible for purchase by the Fund equal to the purchase price of the contract (less any margin on deposit). For short positions in futures contracts, the Fund will either designate on the Fund's records or place in a segregated account with the custodian cash or liquid securities eligible for purchase by the Fund that, when added to the amounts deposited as margin, equal the market value of the instruments or currency underlying the futures contracts. For futures contracts which are contractually required to settle in cash (rather than by delivery of the underlying security or commodity), the Fund may designate or segregate liquid assets in an amount equal to the Fund's daily marked-to-market (net) obligations rather than the notional value of such contract.
Although futures contracts by their terms require actual delivery and acceptance of securities (or cash in the case of index futures), in most cases the contracts are closed out before settlement. A futures sale is closed by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity and with the same delivery date. Similarly, the closing out of a futures purchase is closed by the purchaser selling an offsetting futures contract.
Gain or loss on a futures position is equal to the net variation margin received or paid over the time the position is held, plus or minus the amount received or paid when the position is closed, minus brokerage commissions.
The successful use of options depends in part on the ability of Loomis Sayles to forecast correctly the direction and extent of interest rate, stock price, or currency value movements within a given time frame. To the extent interest rates, stock prices, or currency values move differently from that anticipated, a Fund may realize a loss on the option and futures transaction, that is not fully or partially offset by an increase in the value of portfolio securities. In addition, whether or not interest rates or the relevant stock price or relevant currency values move during the period that the Fund holds options positions, the Fund will pay the cost of taking those positions (e.g., brokerage costs). As a result of these factors, the Fund's total return for such period may be less than if it had not engaged in the option and futures transaction.
Pay-in-Kind Securities
Certain Funds may invest in pay-in-kind securities. Pay-in-kind securities pay dividends or interest in the form of additional securities of the issuer, rather than in cash. These securities are usually issued and traded at a discount from their face amounts. The amount of the discount varies depending on such factors as the time remaining until maturity of the securities, prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. The market prices of pay-in-kind securities generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than are other types of securities having similar maturities and credit quality.
Private Placements
The Funds may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for these securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult or impossible to sell the securities when its investment adviser believes that it is advisable to do so or may be able to sell the securities only at prices lower than if the securities were more widely-held. At times, it also may be more difficult to determine the fair value of the securities for purposes of computing a Fund's net asset value.
While private placements may offer opportunities for investment that are not otherwise available on the open market, the securities so purchased are often "restricted securities," which are securities that cannot be sold to the public without registration under the Securities Act or the availability of an exemption from registration (such as Rule 144 or Rule 144A under the Securities Act), or that are not readily marketable because they are subject to other legal or contractual delays or restrictions on resale.
The absence of a trading market can make it difficult to ascertain a market value for illiquid investments such as private placements. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for a Fund to sell them promptly at an acceptable price. A Fund may have to bear the extra expense of registering the securities for resale and the risk of substantial delay in effecting the registration. In addition, market quotations typically are less readily available for these securities. The judgment of the Funds' investment adviser may at times play a greater role in valuing these securities than in the case of unrestricted securities.
Generally speaking, restricted securities may be sold only to qualified institutional buyers, in a privately-negotiated transaction to a limited number of purchasers, in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect under the Securities Act. A Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public so that the Fund may be liable to purchasers of the securities if the registration statement prepared by the issuer, or the prospectus forming a part of the registration statement, is materially inaccurate or misleading.
Privatizations
Certain Funds may participate in privatizations. In a number of countries around the world, governments have undertaken to sell to investors interests in enterprises that the government has historically owned or controlled. These transactions are known as "privatizations" and may in some cases represent opportunities for significant capital appreciation. In some cases, the ability of U.S. investors, such as the Funds, to participate in privatizations may be limited by local law, and the terms of participation for U.S. investors may be less advantageous than those for local investors. Also, there is no assurance that privatized enterprises will be successful, or that an investment in such an enterprise will retain its value or appreciate in value.
Real Estate Investment Trusts ("REITs")
REITs are pooled investment vehicles that invest primarily in either real estate or real estate-related loans. REITs involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified outside of real estate, and are subject to heavy cash flow dependency, risks of default by borrowers, and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the "Code") and failing to maintain their exemptions from registration under the 1940 Act.
REITs may have limited financial resources, may trade less frequently and in limited volume, and may be subject to more abrupt or erratic price movements than more widely-held securities.
A Fund's investment in a REIT may require the Fund to accrue and distribute income not yet received or may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions by a Fund from REITs will not qualify for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income.
Repurchase Agreements
A Fund may enter into repurchase agreements, by which a Fund purchases a
security and obtains a simultaneous commitment from the seller to repurchase
the security at an agreed-upon price and date. The resale price is in excess of
the purchase price and reflects an agreed-upon market interest rate unrelated
to the coupon rate on the purchased security. Repurchase agreements are
economically similar to collateralized loans by a Fund. Such transactions
afford a Fund the opportunity to earn a return on temporarily available cash at
relatively low market risk. While the underlying security may be a bill,
certificate of indebtedness, note or bond issued by an agency, authority or
instrumentality of the U.S. Government, the obligation of the seller is not
guaranteed by the U.S. Government and there is a risk that the seller may fail
to repurchase the underlying security. In such event, a Fund would attempt to
exercise rights with respect to the underlying security, including possible
disposition in the market. However, a Fund may be subject to various delays and
risks of loss, including (i) possible declines in the value of the underlying
security during the period while the Fund seeks to enforce its rights thereto,
(ii) possible reduced levels of income and lack of access to income during this
period and (iii) inability to enforce rights and the expenses involved in the
attempted enforcement.
Rule 144A Securities and Section 4(2) Commercial Paper
Rule 144A securities are privately offered securities that can be resold
only to certain qualified institutional buyers pursuant to Rule 144A under the
Securities Act. A Fund may also purchase commercial paper issued under
Section 4(2) of the Securities Act. Investing in Rule 144A securities and
Section 4(2) commercial paper could have the effect of increasing the level of
a Fund's illiquidity to the extent that qualified institutional buyers become,
for a time, uninterested in purchasing these securities. Rule 144A securities
and Section 4(2) commercial paper are treated as illiquid, unless the adviser
has determined, under guidelines established by the Trust's Board of Trustees,
that the particular issue is liquid.
Securities Lending
A Fund may lend from its total assets in the form of portfolio securities to broker-dealers under contracts calling for collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. A Fund will continue to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral, which may include shares of a money market fund subject to any investment restrictions listed in this Statement. Under some securities lending arrangements, a Fund may receive a set fee for keeping its securities available for lending. Any voting rights, or rights to consent, relating to securities loaned pass to the borrower. However, if a material event (as determined by the adviser) affecting the investment occurs, such loans will be called if possible, so that the securities may be voted by the Fund. A Fund pays various fees in connection with such loans, including shipping fees and reasonable custodian and placement fees approved by the Board of Trustees of the Trust or persons acting pursuant to the direction of the Boards.
These transactions must be fully collateralized at all times, but involve some credit risk to the Fund if the borrower or the party (if any) guaranteeing the loan should default on its obligation and the Fund is delayed in or prevented from recovering the collateral.
Short-Term Trading
The Funds may, consistent with their investment objectives, engage in portfolio trading in anticipation of, or in response to, changing economic or market conditions and trends. These policies may result in higher turnover rates in the Fund's portfolio, which may produce higher transaction costs and a higher level of taxable capital gains. Generally, portfolio turnover considerations will not limit the adviser's investment discretion in managing a Fund's assets. The Funds anticipate that their portfolio turnover rates will vary significantly from time to time depending on the volatility of economic and market conditions.
Small Capitalization Companies
The Funds may invest in companies with relatively small market capitalizations. Such investments may involve greater risk than is usually associated with more established companies. These companies often have sales and earnings growth rates that exceed those of companies with larger market capitalization. Such growth rates may in turn be reflected in more rapid share price appreciation. However, companies with smaller market capitalization often have limited product lines, markets or financial resources and may be dependent upon a relatively small management group. These securities may have limited marketability and may be subject to more abrupt or erratic movements in price than securities of companies with larger market capitalization or market averages in general. The net asset value of funds that invest in companies with relatively small market capitalizations therefore may fluctuate more widely than market averages.
Structured Notes
Certain Funds may invest in a broad category of instruments known as "structured notes." These instruments are debt obligations issued by industrial corporations, financial institutions or governmental or international agencies. Traditional debt obligations typically obligate the issuer to repay the principal plus a specified rate of interest. Structured notes, by contrast, obligate the issuer to pay amounts of principal or interest that are determined by reference to changes in some external factor or factors, or the principal and interest rate may vary from the stated rate because of changes in these factors. For example, the issuer's obligations could be determined by reference to changes in the value of a commodity (such as gold or oil) or commodity index, a foreign currency, an index of securities (such as the S&P 500 Index) or an interest rate (such as the U.S. Treasury bill rate). In some cases, the issuer's obligations are determined by reference to changes over time in the difference (or "spread") between two or more external factors (such as the U.S. prime lending rate and the total return of the stock market in a particular country, as measured by a stock index). In some cases, the issuer's obligations may fluctuate inversely with changes in an external factor or factors (for example, if the U.S. prime lending rate goes up, the issuer's interest payment obligations are reduced). In some cases, the issuer's obligations may be determined by some multiple of the change in an external factor or factors (for example, three times the change in the U.S. Treasury bill rate). In some cases, the issuer's obligations remain fixed (as with a traditional debt instrument) so long as an external factor or factors do not change by more than the specified amount (for example, if the value of a stock index does not exceed some specified maximum), but if the external factor or factors change by more than the specified amount, the issuer's obligations may be sharply reduced.
Structured notes can serve many different purposes in the management of a mutual fund. For example, they can be used to increase a Fund's exposure to changes in the value of assets that the Fund would not ordinarily purchase directly (such as commodities or stocks traded in a market that is not open to U.S. investors). They can also be used to hedge the risks associated with other investments a Fund holds. For example, if a structured note has an interest rate that fluctuates inversely with general changes in a country's stock market index, the value of the structured note would generally move in the opposite direction to the value of holdings of stocks in that market, thus moderating the effect of stock market movements on the value of the Fund's portfolio as a whole.
Risks. Structured notes involve special risks. As with any debt obligation, structured notes involve the risk that the issuer will become insolvent or otherwise default on its payment obligations. This risk is in addition to the risk that the issuer's obligations (and thus the value of a Fund's investment) will be reduced because of adverse changes in the external factor or factors to which the obligations are linked. The value of structured notes will in
many cases be more volatile (that is, will change more rapidly or severely) than the value of traditional debt instruments. Volatility will be especially high if the issuer's obligations are determined by reference to some multiple of the change in the external factor or factors. Many structured notes have limited or no liquidity, so that a Fund would be unable to dispose of the investment prior to maturity. As with all investments, successful use of structured notes depends in significant part on the accuracy of the adviser's analysis of the issuer's creditworthiness and financial prospects, and of the adviser's forecast as to changes in relevant economic and financial market conditions and factors. In instances where the issuer of a structured note is a foreign entity, the usual risks associated with investments in foreign securities (described below) apply. Structured notes may be considered derivative securities.
Step-Coupon Securities
Certain Funds may invest in step-coupon securities. Step-coupon securities trade at a discount from their face value and pay coupon interest. The coupon rate is low for an initial period and then increases to a higher coupon rate thereafter. Market values of these types of securities generally fluctuate in response to changes in interest rates to a greater degree than do conventional interest-paying securities of comparable term and quality. Under many market conditions, investments in such securities may be illiquid, making it difficult for a Fund to dispose of them or determine their current value.
"Stripped" Securities
Certain Funds may invest in stripped securities, which are usually structured with two or more classes that receive different proportions of the interest and principal distribution on a pool of U.S. Government, or foreign government securities or mortgage assets. In some cases, one class will receive all of the interest (the interest-only or "IO" class), while the other class will receive the entire principal (the principal-only or "PO" class). Stripped securities commonly have greater market volatility than other types of fixed-income securities. In the case of stripped mortgage securities, if the underlying mortgage assets experience greater than anticipated payments of principal, a Fund may fail to recoup fully its investments in IOs. The staff of the SEC has indicated that it views stripped mortgage securities as illiquid unless the securities are issued by the U.S. government or its agencies and are backed by fixed-rate mortgages. The Funds intend to abide by the staff's position. Stripped securities may be considered derivative securities.
Supranational Entities
Certain Funds may invest in obligations of supranational entities. A supranational entity is an entity designated or supported by national governments to promote economic reconstruction, development or trade amongst nations. Examples of supranational entities include the International Bank for Reconstruction and Development (also known as the World Bank) and the European Investment Bank. Obligations of supranational entities are subject to the risk that the governments on whose support the entity depends for its financial backing or repayment may be unable or unwilling to provide that support. In addition to the risks of investing in securities generally, obligations of a supranational entity that are denominated in foreign currencies will also be subject to the risks associated with investments in foreign currencies, as described above under "Foreign Securities."
Swap Transactions
Certain Funds may enter into interest rate or currency swaps to preserve a return or spread on a particular investment or portion of its portfolio, to gain exposure to one or more securities, currencies, commodities, or interest rates, to protect against currency fluctuations, to manage duration, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. A swap transaction involves an agreement (typically with a bank, a brokerage firm or other financial institution as counterparty) to exchange two streams of payments (for example, an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal). The Fund will either designate on its records or segregate at its custodian bank liquid assets in an amount sufficient to cover its current obligations under swap agreements. Since swap agreements are not exchange-traded, but are private contracts into which the Fund and a swap counterparty enter as principals, the Fund may experience a loss or delay in recovering assets if the counterparty defaults on its obligations. To the extent that the Fund invests in swaps whose return corresponds to the performance of a foreign security or a foreign securities index, such swap transaction will involve risks similar to the risks of investing in foreign securities generally. See "Foreign Securities" above. Swaps are often used for many of the same purposes as, and share many of the same risks with, other derivative instruments, such as, participation notes and zero-strike warrants and options and debt-linked and/or equity-linked securities.
Certain Funds may invest may invest in publicly or privately issued interests in investment pools whose underlying assets are credit default, credit-linked, interest rate, currency exchange, equity-linked or other types of swap contracts and related underlying securities or securities loan agreements. The pools' investment results may be designed to correspond generally to the performance of a specified securities index or "basket" of securities, sometimes a single security. These types of pools are often used to gain exposure to multiple securities with a smaller investment than would be required to invest directly in the individual securities. They may also be used to gain exposure to foreign securities markets without investing in the foreign securities themselves or the relevant foreign market. To the extent that the Fund invests in pools of swaps and related underlying securities or securities loan agreements whose return corresponds to the performance of a foreign securities index or one or more foreign securities, investing in such pools will involve risks similar to the risks of investing in foreign securities. See "Foreign Securities" above. In addition to the risks associated with investing in swaps generally, an investing Fund bears the risks and costs generally associated with investing in pooled investment vehicles, such as paying the fees and expenses of the pool and the risk that the pool or the operator of the pool may default on its obligations to the holder of interests in the pool, such as the Fund. Interests in privately offered investment pools of swaps may be considered illiquid and deemed liquid, subject to the Fund's restrictions on investments in illiquid securities.
Tax Exempt Securities
The Funds may invest in "Tax Exempt Securities," which term refers to debt securities the interest from which is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund's portfolio manager to be reliable), exempt from federal income tax. Tax Exempt Securities include debt obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions (for example, counties, cities, towns, villages and school districts) and authorities to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which certain Tax Exempt Securities may be issued include the refunding of outstanding obligations, obtaining funds for federal operating expenses, or obtaining funds to lend to public or private institutions for the construction of facilities such as educational, hospital and housing facilities. In addition, certain types of private activity bonds have been or may be issued by public authorities or on behalf of state or local governmental units to finance privately operated housing facilities, sports facilities, convention or trade facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. Such obligations are included within the term "Tax Exempt Securities" if the interest paid thereon, is, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund's portfolio manager to be reliable), exempt from federal income taxation.
Funds that invest in certain tax-exempt bonds or certain private activity bonds may not be a desirable investment for "substantial users" of facilities financed by such obligations or bonds or for "related persons" of substantial users. You should contact your financial adviser or attorney for more information if you think you may be a "substantial user" or a "related person" of a substantial user.
There are variations in the quality of Tax Exempt Securities, both within a particular classification and between classifications, depending on numerous factors (see Appendix A for a description of securities ratings).
The two principal classifications of tax-exempt bonds are general obligation bonds and limited obligation (or revenue) bonds. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from the issuer's general unrestricted revenues and not from any particular fund or source. The characteristics and method of enforcement of general obligation bonds vary according to the law applicable to the particular issuer, and payment may be dependent upon an appropriation by the issuer's legislative body. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities, or in some cases from the proceeds of a special excise or other specific revenue source such as the user of the facility. Tax-exempt private activity bonds are in most cases revenue bonds and generally are not payable from the unrestricted revenues of the issuer. The credit and quality of such bonds are usually directly related to the credit standing of the corporate user of the facilities. Principal and interest on such bonds are the responsibilities of the corporate user (and any guarantor).
The yields on Tax Exempt Securities are dependent on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the Tax Exempt Securities market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Further, information about the financial condition of an issuer of tax-exempt bonds may not be as extensive as that made available by corporations whose securities are publicly traded. The ratings of Fitch, Moody's and S&P represent their opinions as to the quality of the Tax Exempt Securities, which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, Tax Exempt Securities with the same maturity, interest rate and rating may have different yields while Tax Exempt Securities of the same maturity and interest rates with different ratings may have the same yield. Subsequent to its purchase by a Fund, an issue of Tax Exempt Securities or other investments may cease to be rated or the rating may be reduced below the minimum rating required for purchase by the Fund. Neither event will require the elimination of an investment from the Fund's portfolio, but the Fund's adviser will consider such an event as part of its normal, ongoing review of all the Fund's portfolio securities.
The Funds do not currently intend to invest in so-called "moral obligation" bonds, in which repayment is backed by a moral commitment of an entity other than the issuer, unless the credit of the issuer itself, without regard to the "moral obligation," meets the investment criteria established for investments by such Fund.
Securities in which a Fund may invest, including Tax Exempt Securities, are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, which may be enacted by Congress or the state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power or ability of issuers to meet their obligations for the payment of interest and principal on their Tax Exempt Securities may be materially affected or that their obligations may be found to be invalid and unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for tax-exempt bonds or certain segments thereof, or materially affecting the credit risk with respect to particular bonds. Adverse economic, legal or political developments might affect all or a substantial portion of the Fund's Tax Exempt Securities in the same manner.
From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on debt obligations issued by states and their political subdivisions and similar proposals may well be introduced in the future. If such a proposal were enacted, the availability of Tax-Exempt Securities for investment by the Funds and the value of such Funds' portfolios could be materially affected, in which event such Funds would reevaluate their investment objectives and policies and consider changes in their structure or dissolution.
All debt securities, including tax-exempt bonds, are subject to credit and market risk. Generally, for any given change in the level of interest rates, prices for longer maturity issues tend to fluctuate more than prices for shorter maturity issues.
U.S. Government Securities
The Funds may invest in some or all of the following U.S. Government securities:
U.S. Treasury Bills - Direct obligations of the U.S. Treasury that are issued in maturities of one year or less. No interest is paid on Treasury bills; instead, they are issued at a discount and repaid at full face value when they mature. They are backed by the full faith and credit of the U.S. Government.
U.S. Treasury Notes and Bonds - Direct obligations of the U.S. Treasury issued in maturities that vary between one and 30 years, with interest normally payable every six months. These obligations are backed by the full faith and credit of the U.S. Government.
Treasury Inflation-Protected Securities ("TIPS") - Fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on TIPS is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. Although repayment of the original bond principal upon maturity is guaranteed, the market value of TIPS is not guaranteed, and will fluctuate.
"Ginnie Maes" - Debt securities issued by a mortgage banker or other mortgagee which represent an interest in a pool of mortgages insured by the Federal Housing Administration or the Rural Housing Service or guaranteed by the Veterans Administration. GNMA guarantees the timely payment of principal and interest when such payments are due, whether or not these amounts are collected by the issuer of these certificates on the underlying mortgages. It is generally understood that a guarantee by GNMA is backed by the full faith and credit of the United States. Mortgages included in single family or multi-family residential mortgage pools backing an issue of Ginnie Maes have a maximum maturity of 30 years. Scheduled payments of principal and interest are made to the registered holders of Ginnie Maes (such as the Funds) each month. Unscheduled prepayments may be made by homeowners, or as a result of a default. Prepayments are passed through to the registered holder (such as the Funds, which reinvest any prepayments) of Ginnie Maes along with regular monthly payments of principal and interest.
"Fannie Maes" - FNMA is a government-sponsored corporation owned entirely by private stockholders that purchases residential mortgages from a list of approved seller/servicers. Fannie Maes are pass-through securities issued by FNMA that are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.
"Freddie Macs" - The Federal Home Loan Mortgage Corporation ("FHLMC") is a corporate instrumentality of the U.S. government. Freddie Macs are participation certificates issued by FHLMC that represent an interest in residential mortgages from FHLMC's National Portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but Freddie Macs are not backed by the full faith and credit of the U.S. Government.
Risks. U.S. Government securities generally do not involve the credit risks associated with investments in other types of fixed-income securities, although, as a result, the yields available from U.S. Government securities are generally lower than the yields available from corporate fixed-income securities. Like other debt securities, however, the values of U.S. Government securities change as interest rates fluctuate. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in a Fund's net asset value. Since the magnitude of these fluctuations will generally be greater at times when a Fund's average maturity is longer, under certain market conditions a Fund may, for temporary defensive purposes, accept lower current income from short-term investments rather than investing in higher yielding long-term securities. Securities such as Fannie Maes and Freddie Macs are guaranteed as to the payment of principal and interest by the relevant entity (e.g., FNMA or FHLMC) but are not backed by the full faith and credit of the U.S. Government. An event affecting the guaranteeing entity could adversely affect the payment of principal or interest or both on the security, and therefore, these types of securities should be considered to be riskier than U.S. Government securities. FNMA and FHLMC have each been the subject of investigations by federal regulators over certain accounting matters. Such investigations, and any resulting restatements of financial statements, may adversely affect the guaranteeing entity and, as a result, the payment of principal or interest on these types of securities.
Please see "Mortgage-Related Securities" above for additional information on these securities.
The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of TIPS. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of TIPS. If inflation is lower than expected during the period a Fund holds TIPS, the Fund may earn less on the TIPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in TIPS may not be protected to the extent that the increase is not reflected in the bonds' inflation measure. There can be no assurance that the inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services.
Warrants and Rights
Certain Funds may invest in warrants and rights. A warrant is an instrument that gives the holder a right to purchase a given number of shares of a particular security at a specified price until a stated expiration date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock. The market value of a warrant does not necessarily move with the value of the underlying securities. If a holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying security does not, before the expiration date, exceed the exercise price of the warrant.
Investments in warrants is a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect to the assets of the issuer. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price.
When-Issued Equity Securities
"When-issued" equity securities are traded on a price basis prior to actual issuance. Such purchases will only be made to achieve a Fund's investment objective and not for leverage. The when-issued trading period generally lasts from a few days to months, or a year or more; during this period dividends on equity securities are not payable. No dividend income accrues to the Fund prior to the time it takes delivery. A frequent form of when-issued trading occurs when corporate securities to be created by a merger of companies are traded prior to the actual consummation of the merger. When-issued equity securities may involve a risk of loss if the value of the securities falls below the price committed to prior to actual issuance. The Fund will either designate on its records or cause its custodian to establish a segregated account when it purchases securities on a when-issued basis consisting of cash or liquid securities equal to the amount of the when-issued commitments. Securities transactions involving delayed deliveries or forward commitments are frequently characterized as when-issued transactions and are similarly treated by each Fund.
Zero-Coupon Securities
Zero-coupon securities are debt obligations that do not entitle the holder to any periodic payments of interest either for the entire life of the obligation or for an initial period after the issuance of the obligations. These securities are issued and traded at a discount from their face amounts. The amount of the discount varies depending on such factors as the time remaining until maturity of the securities, prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. The market prices of zero-coupon securities generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than are other types of securities having similar maturities and credit quality. In order to satisfy a requirement for qualification as a "regulated investment company" under the Code, a Fund must distribute each year at least 90% of its net investment income, including the original issue discount accrued on zero-coupon securities. Because a Fund will not, on a current basis, receive cash payments from the issuer of a zero-coupon security in respect of accrued original issue discount, in some years a Fund may have to distribute cash obtained from other sources in order to satisfy the 90% distribution requirement under the Code. Such cash might be obtained from selling other portfolio holdings of the Fund. In some circumstances, such sales might be necessary in order to satisfy cash distribution requirements even though investment considerations might otherwise make it undesirable for a Fund to sell such securities at such time.
TEMPORARY DEFENSIVE POSITIONS
Each Fund has the flexibility to respond promptly to changes in market and economic conditions. In the interest of preserving shareholders' capital, the adviser of each Fund may employ a temporary defensive strategy if it determines such a strategy to be warranted. Pursuant to such a defensive strategy, a Fund temporarily may hold cash (U.S. dollars, foreign currencies, or multinational currency units) or invest up to 100% of its assets in high-quality debt securities or money market instruments of U.S. or foreign issuers. It is impossible to predict whether, when or for how long a Fund will employ defensive strategies. The use of temporary defensive strategies may prevent a Fund from achieving its goal.
In addition, pending investment of proceeds from new sales of Fund shares or to meet ordinary daily cash needs, a Fund may temporarily hold cash (U.S. dollars, foreign currencies or multinational currency units) and may invest any portion of its assets in money market instruments.
PORTFOLIO TURNOVER
A Fund's portfolio turnover rate for a fiscal year is calculated by dividing the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly average of the value of the portfolio securities owned by the Fund during the fiscal year, in each case excluding securities having maturity dates at acquisition of one year or less. High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund, thereby decreasing the Fund's total return. It is impossible to predict with certainty whether future portfolio turnover rates will be higher or lower than those experienced during past periods.
Generally, the Funds intend to invest for long-term purposes. However, the rate of portfolio turnover will depend upon market and other conditions, and it will not be a limiting factor when an adviser believes that portfolio changes are appropriate.
PORTFOLIO HOLDINGS INFORMATION
The Funds' Board of Trustees has adopted policies to limit the disclosure of confidential portfolio holdings information and to ensure equal access to such information, except in certain circumstances as approved by the Board of Trustees. These policies are summarized below. Generally, portfolio holdings information will not be disclosed until it is first posted on the Funds' website at www.loomissayles.com. Generally, full portfolio holdings information will not be posted until it is aged at least 30 days. Any holdings information that is released will clearly indicate the date of the information, and will state that due to active management, the Funds may or may not still invest in the securities listed. Portfolio characteristics, such as industry/sector breakdown, current yield, quality breakdown, duration, average price-earnings ratio and other similar information may be provided on a current basis. However, portfolio characteristics do not include references to specific portfolio holdings.
The Board of Trustees has approved exceptions to the general policy on the sharing of portfolio holdings information as in the best interests of the Funds:
(1) Disclosure of portfolio holdings posted on the Funds' website, provided the information is shared no sooner than the next day following the day on which the information is posted;
(2) Disclosure to firms offering industry-wide services, provided that the firm has agreed in writing to maintain the confidentiality of the Funds portfolio holdings. Entities that receive information pursuant to this exception include Lipper (monthly disclosure of full portfolio holdings, provided 5 days after month-end); and FactSet (daily disclosure of full portfolio holdings, provided the next business day);
(3) Disclosure (subject to a written confidentiality provision) to Broadridge Financial Solutions, Inc. as part of the proxy voting recordkeeping services provided to the Fund, and to vendors that provide proxy services, including RiskMetrics Group and Glass Lewis, LLC, as part of the proxy voting administration and research services, respectively provided to the Funds' adviser (votable portfolio holdings of issuers as of record date for shareholder meetings);
(4) Disclosure to employees of the adviser, principal underwriter, administrator, custodian, fund accounting agent, independent registered public accounting firm, fund counsel and independent trustees' counsel, as well as to broker-dealers executing portfolio transactions for the Fund, provided that such disclosure is made for bona fide business purposes; and
(5) Other disclosures made for non-investment purposes, but only if approved in writing in advance by an officer of the Funds. Such exceptions will be reported to the Board of Trustees.
With respect to items (2) through (4) above, disclosure is made pursuant to
procedures that have been approved by the Board of Trustees, and may be made by
employees of the Funds' adviser, administrator or custodian. With respect to
(5) above, approval will be granted only when the officer determines that the
Funds have a legitimate business reason for sharing the portfolio holdings
information and the recipients are subject to a duty of confidentiality,
including a duty to not trade on the information. As of the date of this
Statement, the only entities that receive information pursuant to this
exception are GCom2 (quarterly, or more frequently as needed, disclosure of
full portfolio holdings) for the purpose of performing certain functions
related to the production of the Funds' semiannual financial statements,
quarterly Form N-Q filing and other related items. Electra Information Systems,
Inc. (daily disclosure of full portfolio holdings) for the purpose of
performing certain electronic reconciliations of portfolio holdings of the
Funds and Bloomberg (daily disclosure of full portfolio holdings, provided next
business day), Lehman Point (periodic disclosure of full portfolio holdings)
and Yield Book (periodic disclosure of full portfolio holdings) for the purpose
of performing certain portfolio analytics for the adviser. Although the Trust
may enter into written confidentiality agreements, in other circumstances, such
as those described in (4) above, the obligation to keep information
confidential may be based on common law, professional or statutory duties of
confidentiality. Common law, professional or statutory duties of
confidentiality, including the duty not to trade on the information, may not be
as clearly delineated and may be more difficult to enforce than contractual
duties. The Fund's officers determine on a case by case basis whether it is
appropriate for the Fund to rely on such common law, professional or statutory
duties. The Fund's Board of Trustees exercises oversight of the disclosure of
portfolio holdings by, among other things, receiving and reviewing reports from
the Fund's chief compliance officer regarding any material issues concerning
the Fund's disclosure of portfolio holdings or from officers of the Fund in
connection with proposed new exceptions or new disclosures pursuant to item
(5) above. Notwithstanding the above, there is no assurance that the Funds'
policies on the sharing of portfolio holdings information will protect the
Funds from the potential misuse of holdings by individuals or firms in
possession of that information.
Other registered investment companies that are advised or sub-advised by a Fund's adviser may be subject to different portfolio holdings disclosure policies, and neither the adviser nor the Board of Trustees of each Trust exercises control over such policies or disclosure. In addition, separate account clients of the adviser have access to their portfolio holdings and are not subject to the Funds' portfolio holdings disclosure policies. Some of the funds that are advised or sub-advised by the adviser and some of the separate accounts managed by the adviser have investment objectives and strategies that are substantially similar or identical to the Funds', and therefore potentially substantially similar, and in certain cases nearly identical, portfolio holdings, as certain Funds.
In addition, any disclosures of portfolio holdings information by a Fund or its adviser must be consistent with the anti-fraud provisions of the federal securities laws, the Fund's and the adviser's fiduciary duty to shareholders, and the Fund's code of ethics. Each Funds' policies expressly prohibit the sharing of portfolio holdings information if the Fund, its adviser, or any other affiliated party receives compensation or other consideration in connection with such arrangement. The term "consideration" includes any agreement to maintain assets in a Fund or in other funds or accounts managed by the Fund's adviser or by any affiliated person of the adviser.
MANAGEMENT OF THE TRUSTS
The Trusts are governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Fund business and for protecting the interests of shareholders. The trustees meet periodically throughout the year to oversee the Funds' activities, review contractual arrangements with companies that provide services to the Funds and review the Funds' performance.
Trustees and Officers
The table below provides certain information regarding the trustees and officers of the Trusts. For purposes of this table and for purposes of this Statement, the term "Independent Trustee" means those trustees who are not "interested persons", as defined in the 1940 Act, of the relevant Trusts. 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. For purposes of this Statement, the term "Interested Trustee" means those trustees who are "interested persons" of the relevant Trust.
Unless otherwise indicated, the address of all persons below is 399 Boylston Street, Boston, MA 02116.
Position(s) Held with the Trusts, Length of Time Served Number of Portfolios in Fund and Principal Occupation(s) During Complex Overseen*** and Name and Year of Birth Term of Office* Past 5 Years** Other Directorships Held ---------------------- ----------------------------- ----------------------------------------------- ---------------------------- INDEPENDENT TRUSTEES Graham T. Allison, Jr. Trustee since 2003 Douglas Dillon Professor and Director of the 42 (1940) Contract Review and Belfer Center for Science and International Director, Taubman Governance Committee Affairs, John F. Kennedy School of Centers, Inc. (real estate Member Government, Harvard University investment trust) Charles D. Baker Trustee since 2005 President and Chief Executive Officer, 42 (1956) Contract Review and Harvard Pilgrim Health Care (health plan) None Governance Committee Member Edward A. Benjamin Trustee since 2002 Retired 42 (1938) Chairman of the Contract None Review and Governance Committee Daniel M. Cain (1945) Trustee since 2003 President and Chief Executive Officer, Cain 42 Chairman of the Audit Brothers & Company, Incorporated Director, Sheridan Committee (investment banking) Healthcare Inc. (physician practice management); Trustee, Lexington Strategic Asset Corporation (realty investment trust) Richard Darman Trustee since 2003 Partner, The Carlyle Group (investments); 42 (1943) Contract Review and formerly, Professor, John F. Kennedy School Director and Chairman of Governance Committee of Government, Harvard University Board of Directors, AES Member Corporation (international power company) Jonathan P. Mason Trustee since 2007 Audit Chief Financial Officer, Cabot Corp. (specialty 42 (1958) Committee Member chemicals); formerly, Vice President and None Treasurer, International Paper Company; formerly, Chief Financial Officer, Carter Holt Harvey (forest products) Sandra O. Moose Trustee since 2003 President, Strategic Advisory Services 42 (1942) Chairperson of the Board (management consulting); formerly, Senior Director, Verizon of Trustees since Vice President and Director, The Boston Communications; November 2005 Consulting Group, Inc. (management Director, Rohm and Haas Ex officio member of the consulting) Company (specialty Audit Committee and chemicals); Contract Review and Director, AES Corporation Governance Committee Cynthia L. Walker Trustee since 2005 Deputy Dean for Finance & Administration, 42 (1956) Audit Committee Member Yale University School of Medicine; formerly, None Executive Dean for Administration and formerly, Dean for Finance & CFO, Harvard Medical School |
INTERESTED TRUSTEES
Robert J. Blanding/1/ Trustee since 2002 President, Chairman, Director, and Chief 42 (1947) President and Chief Executive Officer, Loomis, Sayles & None 555 California Street Executive Officer - Company, L.P. San Francisco, CA Loomis Sayles Funds I; 94104 Chief Executive Office - Loomis Sayles Funds II John T. Hailer/2/ (1960) Trustee since 2003 President and Chief Executive Officer, Natixis 42 President Asset Management Advisors, L.P. , Natixis None Global Associates, Inc. and Natixis Global Asset Management North America; Executive Vice President, Loomis Sayles Funds I Natixis Distributors, L.P.; President and Chief Executive Officer, Natixis Cash Management Trust, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Gateway Trust and Hansberger International Series |
* Each Trustee serves until retirement, resignation or removal from the Board of Trustees. The current retirement age is 72. The position of Chairperson of the Board is appointed for a two-year term. Ms. Moose was re-appointed to serve an additional two-year term as the Chairperson of the Board of Trustees on September 14, 2007.
** Each person listed above, except as noted, holds the same position(s) with the Trusts. Previous positions during the past five years with Natixis Distributors, L.P. (the "Distributor"), Natixis Asset Management Advisors, L.P. ("Natixis Advisors") or Loomis, Sayles & Company, L.P. are omitted if not materially different from a trustee's or officer's current position with such entity.
*** The trustees of the Trusts serve as trustees of a fund complex that includes all series of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, AEW Real Estate Income Fund, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series (collectively, the "Fund Complex").
/1 /Mr. Blanding is deemed an "interested person" of the Trusts because he
holds the following positions with affiliated persons of the Trusts:
President, Chairman, Director and Chief Executive Officer of Loomis Sayles.
/2 /Mr. Hailer is deemed an "interested person" of the Trusts because he
holds the following positions with affiliated persons of the Trusts:
Chairman of the Board, President and Chief Executive Officer of Natixis
Distribution Corporation L.P.; President and Chief Executive Officer of
Natixis Global Asset Management North America, Natixis Advisors, Natixis
Global Associates, Inc., Natixis Advisors and the Natixis Distributor L.P..
Officers of the Trusts
Term of Office* Position(s) Held and Length of Principal Occupation(s) Name and Year of Birth With the Trust Time Served During Past 5 Years** ---------------------- ---------------- --------------- ------------------------------------------------------------------------- Coleen Downs Dinneen Secretary, Since Senior Vice President, General Counsel, Secretary and Clerk (formerly, (1960) Clerk and September Deputy General Counsel, Assistant Secretary and Assistant Clerk), Chief Legal 2004 Natixis Distribution Corporation, Natixis Distributors, L.P., and Natixis Officer Asset Management Advisors, L.P. Daniel J. Fuss (1933) Executive Since June Vice Chairman and Director, Loomis, Sayles & Company, L.P. One Financial Center Vice President 2003 Boston, MA 02111 Russell L. Kane Chief Chief Chief Compliance Officer for Mutual Funds, Senior Vice President, (1969) Compliance Compliance Deputy General Counsel, Assistant Secretary and Assistant Clerk, Officer; Officer, since Natixis Distributors, L.P. and Natixis Asset Management Advisors, Assistant May 2006; L.P.; Vice President, Associate General Counsel, Assistant Secretary Secretary; Assistant and Assistant Clerk, Natixis Distribution Corporation; formerly, Senior Anti-Money Secretary Counsel, Columbia Management Group. Laundering since June Officer 2004; Anti- Money Laundering Officer since April 2007 Michael C. Kardok Treasurer, Since October Senior Vice President, Natixis Asset Management Advisors, L.P. and (1959) Principal 2004 Natixis Distributors, L.P.; formerly, Senior Director, PFPC Inc. Financial and Accounting Officer Robert Krantz Executive Since Executive Vice President, Natixis Distributors, L.P. and Natixis Asset (1964) Vice President September Management Advisors, L.P. 2007 |
* 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 other trust in the Fund Complex. Mr. Fuss is not an officer of the Natixis Funds Trusts. Previous positions during the past five years with the Distributor, Natixis Distributors, L.P., Natixis Advisors, or Loomis Sayles are omitted, if not materially different from a Trustee's or officer's current position with such entity.
Standing Board Committees
The trustees have delegated certain authority to the two standing committees of each Trust, the Audit Committee and Contract Review and Governance Committee. The Contract Review and Governance Committee of the Trust consists solely of Independent Trustees and considers matters relating to advisory, subadvisory and distribution arrangements, potential conflicts of interest between the Funds' adviser and the Trust, and governance matters relating to the Trust. During the fiscal year ended September 30, 2007, this Committee held five meetings.
The Contract Review and Governance Committee also makes nominations for
independent trustee membership on the Board of Trustees when necessary and
considers recommendations from shareholders of the Fund that are 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 for 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, 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 trustee candidate to enable a proper
judgment to be made as to the candidate's qualifications, which may include
(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) 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 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 Audit Committee of each Trust consists solely of Independent Trustees and considers matters relating to the scope and results of the Trusts' audits and serves as a forum in which the independent registered public accounting firm can raise any issues or problems identified in the audit with the Board of Trustees. This Committee also reviews and monitors compliance with stated investment objectives and policies, SEC and Treasury regulations as well as operational issues relating to the transfer agent and custodian. During the fiscal year ended September 30, 2007, this Committee held six meetings.
The current membership of each committee is as follows:
Audit Committee Contract Review and Governance Committee --------------- ---------------------------------------- Daniel M. Cain - Chairman Edward A. Benjamin - Chairman Jonathan P. Mason Graham T. Allison, Jr. Cynthia L. Walker Charles D. Baker Richard Darman |
As chairperson of the Board of Trustees, Ms. Moose is an ex officio member of both Committees.
Fund Securities Owned by the Trustees
As of December 31, 2007, the trustees had the following ownership in the Funds:
Interested Trustees:
Dollar Range of Fund Shares* Robert J. Blanding John T. Hailer ---------------------------- ------------------ -------------- Loomis Sayles Bond Fund................................ E A Loomis Sayles Global Bond Fund......................... E A Loomis Sayles Inflation Protected Securities Fund...... A A Loomis Sayles Mid Cap Growth Fund...................... E A Loomis Sayles Small Cap Growth Fund.................... E E Loomis Sayles Small Cap Value Fund..................... E E Loomis Sayles Tax-Managed Equity Fund.................. A A Loomis Sayles Value Fund............................... E A Aggregate Dollar Range of Fund Shares in All Funds Overseen by Trustee in the Fund Complex................ E E |
* A. None
B. $1 - 10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
Independent Trustees:
Graham T. Charles D. Edward A. Daniel M. Richard Jonathan P. Sandra O. Cynthia L. Dollar Range of Fund Shares* Allison, Jr.** Baker** Benjamin** Cain** Darman** Mason** Moose Walker** ---------------------------- -------------- ---------- ---------- --------- -------- ----------- --------- ---------- Loomis Sayles Bond Fund........... A A A A A A E A Loomis Sayles Global Bond Fund.... A A A A A A A A Loomis Sayles Inflation Protected Securities Fund................. A A A A A A A A Loomis Sayles Mid Cap Growth Fund A A A A A A A A Loomis Sayles Small Cap Growth Fund A A A A A A A A Loomis Sayles Small Cap Value Fund A A E A A A A A Loomis Sayles Tax-Managed Equity Fund A A A A A A A A Loomis Sayles Value Fund A A A A A A A C Aggregate Dollar Range of Fund Shares in All Funds Overseen by Trustee in the Fund Complex E D E E E C E E |
* A. None
B. $1 - 10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. over $100,000
** Amounts include economic value of notional investments held through the deferred compensation plan.
Trustee Fees
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 $200,000. The Chairperson does not receive any meeting attendance fees for Board of Trustees meetings or committee meetings that she attends. Effective January 1, 2008 Independent Trustee (other than the Chairperson) receives, in the aggregate, a retainer fee at the annual rate of $65,000. Each Independent Trustee also receives a meeting attendance fee of $7,500 for each meeting of the Board of Trustees that he or she attends in person and $3,750 for each meeting of the Board of Trustees that he or she attends telephonically. In addition, each committee chairman receives an additional retainer fee at the annual rate of $10,000. Each Contract Review and Governance Committee member is compensated $5,000 for each Committee meeting that he or she attends in person and $2,500 for each committee meeting that he or she attends telephonically. Each Audit Committee member is compensated $6,250 for each Committee meeting that he or she attends in person and $3,125 for each meeting he or she attends telephonically. These fees are allocated among the mutual fund portfolios in the Natixis Funds Trusts and Loomis Sayles Funds and Hansberger International Series, Trusts based on a formula that takes into account, among other factors, the relative net assets of each mutual fund portfolio.
During the fiscal year ended September 30, 2007, the trustees of the Trusts received the amounts set forth in the following table for serving as trustee of the Trusts and for also serving as trustees of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust,Gateway Trust, Hansberger International Series and AEW Real Estate Income Fund (a closed-end investment company that has since been liquidated) and Hansberger International Series. The table also sets forth, as applicable, pension or retirement benefits accrued as part of Fund expenses, as well as estimated annual retirement benefits:
Compensation Table
For the Fiscal Year Ended September 30, 2007
Pension or Retirement Aggregate Aggregate Benefits Estimated Total Compensation Compensation Accrued as Annual Compensation from Loomis from Loomis Part of Benefits from the Sayles Funds Sayles Funds Fund Upon Fund Trust I* Trust II** Expenses Retirement Complex*** ------------ ------------ ---------- ---------- ------------ INDEPENDENT TRUSTEES Graham T. Allison, Jr......... $ 40,708 $34,081 $0 $0 $102,125 Charles D. Baker.............. $ 37,473 $31,443 $0 $0 $ 94,075 Edward A. Benjamin............ $ 44,879 $37,531 $0 $0 $112,625 Daniel M. Cain................ $ 45,467 $37,614 $0 $0 $112,825 Paul G. Chenault/1/........... $ 9,721 $ 7,897 $0 $0 $ 25,125 Kenneth J. Cowan/1/........... $ 9,721 $ 7,897 $0 $0 $ 25,125 Richard Darman................ $ 40,168 $33,432 $0 $0 $100,125 Jonathan P. Mason****......... $ 18,018 $15,152 $0 $0 $ 43,500 Sandra O. Moose............... $103,163 $71,991 $0 $0 $200,000 John A. Shane/1/.............. $ 10,131 $ 8,230 $0 $0 $ 26,125 Cynthia L. Walker............. $ 41,296 $34,164 $0 $0 $102,325 INTERESTED TRUSTEES John T. Hailer................ $ 0 $ 0 $0 $0 $ 0 Robert J. Blanding............ $ 0 $ 0 $0 $0 $ 0 |
* Amounts include payments deferred by trustees for the fiscal year ended September 30, 2007, with respect to Loomis Sayles Funds I. The total amount of deferred compensation accrued for Loomis Sayles Funds I as of September 30, 2007 for the trustees is as follows: Allison ($480,500), Baker ($15,130), Benjamin ($103,219), Cain ($181,237), Chenault ($40,158), Cowan ($86,663), Darman ($209,777), Mason ($4,374) and Walker ($36,696).
** Amounts include payments deferred by trustees for the fiscal year ended September 30, 2007, with respect to Loomis Sayles Funds II. The total amount of deferred compensation accrued for Loomis Sayles Funds Trust II as of September 30, 2007 for the trustees is as follows: Allison ($588,297), Baker ($17,580), Benjamin ($119,931), Cain ($210,581), Chenault ($46,660), Cowan ($100,695), Darman ($243,741), Mason ($5,082) and Walker ($42,638).
*** Total Compensation represents amounts paid during the fiscal year ended September 30, 2007 to a trustee for serving on the board of trustees of nine (9) trusts with a total of forty-three (43) funds as of September 30, 2007. The number of trusts and funds includes the AEW Real Estate Income Fund, which was liquidated on April 13, 2007, and the Ixis Equity Diversified Portfolio, which was liquidated on August 3, 2007.
/1/ Paul G. Chenault, Kenneth J. Cowan and John A. Shane retired from the Board of Trustees of the Trusts on December 31, 2006
****Mr. Mason was appointed as trustee on April 1, 2007.
The Natixis Funds Trusts, Loomis Sayles Funds Trusts and Hansberger International Series do not provide pension or retirement benefits to trustees, but have adopted a deferred payment arrangement under which each Trustee may 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 such fees.
Code of Ethics. The Trusts, Loomis Sayles, and the Distributor each have adopted a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit the personnel of these entities to invest in securities, including securities that the Funds may purchase or hold. The codes of ethics are on public file with, and are available from, the SEC.
Proxy Voting Policies. The Board of Trustees of the Funds have adopted the Proxy Voting Policy and Guidelines (the "Guidelines") for the voting of proxies for securities held by the Funds. Under the Guidelines, the responsibility for voting proxies generally is delegated to the Funds' investment adviser. Under the Guidelines, decisions regarding the voting of proxies are to be made solely in the interest of the Fund and its shareholders. The adviser shall exercise its fiduciary responsibilities to vote proxies with respect to each Fund's investments that are managed by that adviser in a prudent manner in accordance with the Guidelines and the proxy voting policies of the adviser. Proposals that, in the opinion of the adviser, are in the best interests of shareholders are generally voted "for" and proposals that, in the judgment of the adviser, are not in the best interests of shareholders are generally voted "against." The adviser is responsible for maintaining certain records and reporting to the Audit Committee of the Trusts in connection with the voting of proxies. The adviser shall make available to each Fund, or Natixis Advisors, the Fund's administrator, the records and information maintained by the adviser under the Guidelines.
Loomis Sayles uses the services of third parties ("Proxy Voting Service(s)"), to research and administer the vote on proxies for those accounts and funds for which Loomis Sayles has voting authority. Each Proxy Voting Service has a copy of Loomis Sayles' proxy voting procedures ("Procedures") and provides vote recommendations and/or analysis to Loomis Sayles based on the Proxy Voting Service's own research. Loomis Sayles will generally follow its express policy with input from the Proxy Voting Services unless Loomis Sayles' Proxy Committee (the "Proxy Committee") determines that the client's best interests are served by voting otherwise.
All issues presented for shareholder vote will be considered under the oversight of the Proxy Committee. All non-routine issues will be directly considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of a Fund holding the security, and will be voted in the best investment interests of the Fund. All routine issues will be voted according to Loomis Sayles' policy approved by the Proxy Committee unless special factors require that they be considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of a Fund holding the security. Loomis Sayles' Proxy Committee has established these routine policies in what it believes are the best investment interests of Loomis Sayles' clients.
The specific responsibilities of the Proxy Committee include (1) developing, authorizing, implementing and updating the Procedures, including an annual review of the Procedures, existing voting guidelines and the proxy voting process in general, (2) oversight of the proxy voting process including oversight of the vote on proposals according to the predetermined policies in the voting guidelines, directing the vote on proposals where there is reason not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration, and consultation with the portfolio managers and analysts for the Fund(s) holding the security when necessary or appropriate and, (3) engagement and oversight of third-party vendors, including Proxy Voting Services.
Loomis Sayles has established several policies to ensure that proxies are voted in its clients' best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in the Procedures. Second, where these Procedures
allow for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Services in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Services' recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Services' recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.
Information regarding how the Funds voted proxies related to their respective portfolio securities during the 12-month period ended June 30, 2007 is available without charge (i) through the Funds' website, www.loomissayles.com and (ii) on the SEC's website at www.sec.gov.
OWNERSHIP OF FUND SHARES
The following table provides information on the principal holders of each Fund. A principal holder is a person who owns of record or beneficially 5% or more of any class of a Fund's outstanding securities. Information provided in this table is as of January 4, 2008.*
To the extent that any shareholder listed below beneficially owns more than 25% of a Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the affirmative vote of holders of a plurality or majority of the Fund's shares without the approval of the controlling shareholder.
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Loomis Sayles Bond Fund/1/ Institutional Class Shares Charles Schwab & Co Inc 38.06% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 National Financial Services Corp 14.72% For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 Merrill Lynch Pierce 8.09% Fenner & Smith Inc Merrill Lynch Financial Data Svcs Attn: Service Team 4800 Deer Lake Dr East 3/rd/ Flr Jacksonville FL 32246-6484 Ameritrade Inc for the 5.49% Exclusive Benefit of Our Customers P.O. Box 2226 Omaha, NE 68103-2226 Retail Class Shares Charles Schwab & Co Inc 40.89% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 National Financial Services Corp 21.19% For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Loomis Sayles Bond Fund/1/ Admin Class Shares Nationwide Trust Co FSB 18.79% PO Box 182029 Columbus OH 43218-2029 Merrill Lynch Pierce 14.61% Fenner & Smith Inc For The Sole Ben Of Its Customers Attn: Service Team 4800 Deer Lake Dr East 3/rd/ Fl Jacksonville FL 32246-6484 National Financial Services 11.61% Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 New York Life Trust Company 7.35% Client Account 169 Lackawanna Ave Parsippany NJ 07054-1007 Reliance Trust Company, Trustee 5.17% FBO MetLife NAV Plans 8515 E Orchard Rd 2T2 Greenwood Vlg CO 80111-5002 Loomis Sayles Global Bond Fund/2/ Institutional Class Shares Charles Schwab & Co Inc 26.13% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 National Financial Services 19.70% Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Loomis Sayles Global Bond Fund/2/ Institutional Class Shares Merrill Lynch Pierce 5.97% Fenner & Smith Inc Merrill Lynch Financial Data Svcs Attn: Service Team 4800 Deer Lake Dr East 3/rd/ Flr Jacksonville FL 32246-6484 Retail Class Shares Charles Schwab & Co Inc 41.24% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 National Financial Services 27.91% Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 Ameritrade Inc for the 5.59% Exclusive Benefit of Our Customers P.O. Box 2226 Omaha, NE 68103-2226 Loomis Sayles Small Cap Value Fund Institutional Class Shares Charles Schwab & Co Inc 16.58% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 Citigroup Global Markets Inc. 8.47% 388 Greenwich St New York NY 10013-2375 National Financial Services 8.86% Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 Wells Fargo Bank FA NBO 5.49% WPS 401K Admin - Loomis Small Cap PO Box 1533 Minneapolis MN 55480-1533 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Westfield Contributory 5.71% Retirement System 59 Court St PO Box 106 Westfield MA 01086-0106 Fidelity Investments 5.25% Institutional Operations Co Inc (FIIOC) As Agent For Certain Employee Benefit Plans 100 Magellan Way #KW1C Covington KY 41015-1999 Loomis Sayles Small Cap Value Fund Retail Class Shares Charles Schwab & Co Inc 41.09% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 National Financial Services 13.74% Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 Fidelity Investments 13.47% Institutional Operations Co Inc (FIIOC) As Agent For Certain Employee Benefit Plans 100 Magellan Way #KW1C Covington KY 41015-1999 Admin Class Shares Smith Barney Corp Trust Co 24.99% TTEE The Citistreet Retrmnt Group Trust DTD 4/21/95 Attn Plan Valuation Two Tower Center PO Box 1063 E Brunswick NJ 08816-1063 New York Life Trust Company 9.79% Client Account 169 Lackawanna Ave Parsippany NJ 07054-1007 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Smith Barney Corp Trust Co TTEE 7.80% Smith Barney 401K Advisor Grp Trust DTD 1/1/98 Attn John Lombardo Two Tower Center PO Box 1063 E Brunswick NJ 08816-1063 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Merrill Lynch Pierce 16.18% Fenner & Smith Inc For The Sole Ben Of Its Customers Attn: Service Team 4800 Deer Lake Dr East 3/rd/ Flr Jacksonville FL 32246-6484 Loomis Sayles Inflation Protected Securities Fund/3/ Institutional Class Shares Charles Schwab & Co Inc 29.73% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 Loomis Sayles Distributors LP 9.55% Attn Estelle Gevers 1 Financial Ctr Boston MA 02111-2621 Loomis Sayles Trust Co LLC 7.65% Attn : Finance One Financial Center, 27/th/ Floor Boston MA 02111-2647 Merrill Lynch Pierce 16.10% Fenner & Smith Inc Merrill Lynch Financial Data Svcs Attn: Service Team 4800 Deer Lake Dr East 3/rd/ Flr Jacksonville FL 32246-6484 Michigan Peer Review Organization 6.57% 22670 Haggerty Rd Ste 100 Farmingtn Hls MI 48335-2631 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Loomis Sayles Mid Cap Growth Fund/4/ Institutional Class Shares Charles Schwab & Co Inc 66.84% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 Brown Brothers Harriman % and Company As Custodian for 8665267 525 Washington Blvd Jersey City, NJ 07310 National Financial 7.49% Services Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 Retail Class Shares Reliance Trust Company, 20.76% Trustee FBO MetLife NAV Plans 8515 E Orchard Rd 2T2 Greenwood Vlg CO 80111-5002 DCGT As TTEE and/or CUST 12.47% FBO Indus International Inc 401K Retirement Plan Attn NPIO Trade Desk 711 High Street Des Moines IA 50309-2732 Charles Schwab & Co Inc 12.02% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Orchard Trust Company TTEE Employee Benefits Clients 8515 East Orchard Rd 2T2 Greenwood Vlg CO 80111-5002 National Financial 13.58% Services Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Loomis Sayles Small Cap Growth Fund/5/ Institutional Class Shares Charles Schwab & Co Inc 54.56% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 Church Mutual 14.42% Insurance Company 3000 Schuster Ln Merrill WI 54452-3863 Saxon & Co 7.40% FBO 12-35-040-1095189 543487854 Philadelphia PA 19182-0001 YMCA of Greater Boston 5.21% 316 Huntington Ave Boston MA 02115-5019 Retail Class Shares National Financial 57.37% Services Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Charles Schwab & Co Inc 16.15% Attn Mutual Fund Dept 101 Montgomery St San Francisco CA 94104-4151 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Loomis Sayles Tax-Managed Equity Fund Institutional Class Shares National Financial Services 19.86% Corp For Exclusive Benefit of Our Customers Attn Mutual Funds Department 5/th/ FL 200 Liberty St One World Financial Center New York NY 10281-1003 Southeastern Michigan Chapter 8.94% NECA PO Box 4207 Troy, MI 48099-4207 |
Percentage of Fund Shareholder and Address shares held ---- ----------------------- ------------- Warren D Chappell & 5.47% Elizabeth A Chappell JT WROS 1905 Long Pointe DR Bloomfield Hills MI 48302-0744 State Street bank & Trust CO 5.34% Cust for the IRA of George Bobrowski 29611 N Seaway CT Harrison TWP MI 48045-2773 -------- |
/1/ As of January 4, 2008, Charles Schwab & Company Inc., Attn: Mutual Fund Department, 101 Montgomery Street, San Francisco, CA 94104-4151 owned 40.85%% of the Loomis Sayles Bond Fund and therefore may be presumed to "control" the Fund, as that term is defined in the Investment Company Act of 1940. However, such ownership may be beneficially held by individuals or entities other than Charles Schwab & Company Inc. Charles Schwab & Company Inc. California and is wholly-owned by Schwab Holdings, Inc.
/2/ As of January 4, 2008, Charles Schwab & Company Inc., Attn: Mutual Fund Department, 101 Montgomery Street, San Francisco, CA 94104-4151 owned 34.32%% of the Loomis Sayles Global Bond Fund and therefore may be presumed to "control" the Fund, as that term is defined in the Investment Company Act of 1940. However, such ownership may be beneficially held by individuals or entities other than Charles Schwab & Company Inc. Charles Schwab & Company Inc. is organized under the laws of California and is wholly-owned by Schwab Holdings, Inc.
/3/ As of January 4, 2008, Charles Schwab & Company Inc., Attn: Mutual Fund Department, 101 Montgomery Street, San Francisco, CA 94104-4151 owned 29.73%% of the Loomis Sayles Inflation Protected Securities Fund and therefore may be presumed to "control" the Fund, as that term is defined in the Investment Company Act of 1940. However, such ownership may be beneficially held by individuals or entities other than Charles Schwab & Company Inc. Charles Schwab & Company Inc. is organized under the laws of California and is wholly-owned by Schwab Holdings, Inc.
/5/ As of January 4, 2008, Charles Schwab & Company Inc., Attn: Mutual Fund Department, 101 Montgomery Street, San Francisco, CA 94104-4151 owned 35.50% of the Loomis Sayles Small Cap Growth Fund and therefore may be presumed to "control" the Fund, as that term is defined in the Investment Company Act of 1940. However, such ownership may be beneficially held by individuals or entities other than Charles Schwab & Company Inc. Charles Schwab & Company Inc. is organized under the laws of California and is wholly-owned by Schwab Holdings, Inc.
/5/ As of January 4, 2008, National Financial Services Cor For the Exclusive Bene of our Customers, Attn: Mutual Funds dept. 5/th/ fl, 200 Liberty St., 1 World Financial Center, New York, NY 10281-1003 owned 29.46% of the Loomis Sayles Small Cap Growth Fund and therefore may be
presumed to "control" the Fund, as that term is defined in the Investment Company Act of 1940. However, such ownership may be beneficially held by individuals or entities other than National Financial Services is organized under the laws of New York and is wholly-owned by National Financial Services.
* Such ownership may be beneficially held by individuals or entities other than the owner listed. To the extent that any listed shareholder beneficially owns more than 25% of a Fund, it may be deemed to "control" such Fund within the meaning of the 1940 Act. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the affirmative vote of holders of a plurality or majority of the Fund's shares without the approval of the controlling shareholder.
Management Ownership
As of record on January 4, 2008, [the officers and trustees of the Trusts collectively owned less than 1% of the then outstanding shares of the Funds except that the officers and trustees of the Trusts owned beneficially 3.19% of the Loomis Sayles Small Cap Growth Fund. These amounts include shares held by the Loomis Sayles Employees' Profit Sharing Plan (the "Profit Sharing Plan") for the accounts of officers and trustees of the Trusts, but exclude all other holdings of the Profit Sharing Plan and the Loomis Sayles Funded Pension Plan (the "Pension Plan").]
As of January 4, 2008, the Profit Sharing Plan owned the following percentages of the outstanding Institutional Class shares of the indicated Funds: 13.02% of the Loomis Sayles Mid Cap Growth Fund, 11.09% of the Loomis Sayles Inflation Protected Securities Fund, 9.30% of the Loomis Sayles Small Cap Growth Fund and 1.66% of the Loomis Sayles Small Cap Value Fund.
As of January 4, 2008, the Pension Plan owned the following percentages of the outstanding Institutional Class shares of the indicated Funds: 13.72% of the Loomis Sayles Mid Cap Growth Fund, 13.62% of the Loomis Sayles Inflation Protected Securities Fund, 9.97% of the Loomis Sayles Small Cap Growth Fund, 0.88% of the Loomis Sayles Small Cap Value Fund.
The trustee of the Pension Plan and Profit Sharing Plan is Charles Schwab Trust Company. The Pension Plan's Advisory/Committee, which is composed of the same individuals listed below as trustees of the Profit Sharing Plan, has the sole voting and investment power with respect to the Pension Plan's shares. The trustees of the Profit Sharing Plan are John DeBeer, Stephanie Lord, Teri Mason, Richard Skaggs, Timothy Hunt, Greg O'Hara, John McGraw, Paul Sherba, John Russell and Kurt Wagner. Except for Timothy Hunt, John DeBeer and John McGraw, each member of the Advisory Committee is an officer and employee of Loomis Sayles. Plan participants are entitled to exercise investment and voting power over shares owned of record by the Profit Sharing Plan. Shares not voted by participants are voted in the same proportion as the shares voted by the voting participants. The address for the Profit Sharing Plan and the Pension Plan is One Financial Center, Boston, Massachusetts.
INVESTMENT ADVISORY AND OTHER SERVICES
Natixis Asset Management Advisors, L.P. ("Natixis Advisors"), (formerly IXIS Asset Management Advisors, L.P.), formed in 1995, is a limited partnership owned by Natixis Global Asset Management, L.P. ("Natixis US") (formerly IXIS Asset Management US Group, L.P.)
Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, serves as adviser to the Funds. Loomis Sayles is a subsidiary of Natixis Global Asset Management, L.P. (formerly, IXIS Asset Management U.S. Group, L.P.; herein referred to as "Natixis US"), which is part of Natixis Global Asset Management (formerly IXIS Asset Management Group). Founded in 1926, Loomis Sayles is one of the oldest investment advisory firms in the United States with over $129.9 billion in assets under management as of December 31, 2007. Loomis Sayles is well known for its professional research staff, which is one of the largest in the industry. Loomis Sayles makes investment decisions for each Fund.
Natixis US is part of Natixis Global Asset Management (formerly IXIS Asset Management Group), an international asset management group based in Paris, France. Natixis Global Asset Management is ultimately owned principally by three large French financial services entities: Natixis, an investment banking and financial services firm which is publicly traded on Euronext in Paris; the Caisse Nationale des Caisses d'Epargne ("CNCE"), a financial institution owned by French regional savings banks known as the Caisses d'Epargne; and Banque Federale des Banques Populaires ("BFBP"), a financial institution owned by regional cooperative banks known as the Banques Populaires. The registered address of Natixis is 45, rue Saint-Dominique, 75007 Paris, France. The registered address of CNCE is 5, rue Masseran, 75007 Paris, France. The registered address of BFBP is 5, rue Leblanc, 75011 Paris, France.
The 14 principal subsidiary or affiliated asset management firms of Natixis Asset Management US Group, L.P. collectively had over $285.3 billion in assets under management or administration as of September 30, 2007.
Advisory Agreements. Each Fund's advisory agreement with Loomis Sayles provides that the adviser will furnish or pay the expenses of the applicable Fund for office space, facilities and equipment, services of executive and other personnel of the Trusts and certain administrative services. The adviser is responsible for obtaining and evaluating such economic, statistical and financial data and information and performing such additional research as is necessary to manage each Fund's assets in accordance with its investment objectives and policies. For these services, the advisory agreements provide that each Fund shall pay Loomis Sayles a monthly investment advisory fee at the following annual percentage rates of the particular Fund's average daily net assets:
Loomis Sayles Bond Fund 0.60% of the first $3 billion 0.50% of the next $12 billion 0.49% thereafter Loomis Sayles Global Bond Fund 0.60% of the first $1 billion 0.50% of the next $1 billion 0.48% thereafter |
Loomis Sayles Small Cap Growth Fund 0.75% Loomis Sayles Small Cap Value Fund 0.75% Loomis Sayles Tax-Managed Equity Fund 0.50% Loomis Sayles Value Fund 0.50% |
Each Fund pays all expenses not borne by the adviser including, but not limited to, the charges and expenses of the Funds' custodian and transfer agent, independent registered public accounting firm legal counsel for the Funds legal counsel for the Trusts' Independent Trustees, 12b-1 fees, all brokerage commissions and transfer taxes in connection with portfolio transactions, all taxes and filing fees, the fees and expenses for registration or qualification of its shares under federal and state securities laws, all expenses of shareholders' and trustees' meetings and of preparing, printing and mailing reports to shareholders and the compensation of trustees who are not directors, officers or employees of the Funds' adviser, or its affiliates, other than affiliated registered investment companies. In the case of Class Y shares, certain expenses may be allocated differently among the Fund's Classes A and C shares, on the one hand, and Class Y shares on the other hand. (See "Description of the Trust.")
Each advisory agreement provides that it will continue in effect for two years from its date of execution and thereafter from year to year if its continuance is approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.
Each advisory agreement may be terminated without penalty by vote of the Board of Trustees of the relevant Trust or by vote of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice, or by the Funds' adviser upon 90 days' written notice, and each terminates automatically in the event of its assignment (as defined in the 1940 Act).
Each advisory agreement provides that Loomis Sayles shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.
During the periods shown below, pursuant to the advisory agreements described above, Loomis Sayles received the following amounts of investment advisory fees from each Fund (before fee reductions and expense assumptions) and bore the following amounts of fee reductions for each Fund. These amounts include amounts paid by a Fund's predecessor, where applicable.
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended 9/30/05 9/30/06 9/30/07 ---------------------- ---------------------- ---------------------- Advisory Fee Advisory Fee Advisory Fee Fees Reductions Fees Reductions Fees Reductions ----------- ---------- ----------- ---------- ----------- ---------- Loomis Sayles Mid Cap Growth Fund $ 385,975 $ 116,730 $ 360,159 $27,550* $ 353,105 $25,246* Loomis Sayles Bond Fund $19,971,293 $1,367,265 $29,144,506 --* $56,465,051 --* |
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended 9/30/05 9/30/06 9/30/07 --------------------- --------------------- --------------------- Advisory Fee Advisory Fee Advisory Fee Fees Reductions Fees Reductions Fees Reductions ---------- ---------- ---------- ---------- ---------- ---------- Loomis Sayles Global Bond Fund $6,360,185 $755,546 $6,438,776 --* $8,474,851 --* Loomis Sayles Inflation Protected Securities Fund $ 26,236 $26,236* $ 22,966 --* $ 29,106 --* Loomis Sayles Small Cap Growth Fund $ 168,258 $151,644 $ 168,944 $62,772* $ 213,916 $47,316* Loomis Sayles Small Cap Value Fund $4,818,972 $225,273 $5,772,364 --* $7,150,945 --* Loomis Sayles Tax-Managed Equity Fund $ 39,124 $39,124* $ 46,295 --* $ 33,981 --* |
* In addition to the reduction of management fees, class level and other expenses have been reimbursed as indicated below.
The table below shows the class level and other expenses of the Funds that were reimbursed for the fiscal years ended September 30, 2005, September 30, 2006 and September 30, 2007.
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended Fund 9/30/05 9/30/06 9/30/07 ---- ----------------- ----------------- ----------------- Loomis Sayles Mid Cap Growth Fund $ 72,883 $ 45,374 Loomis Sayles Bond Fund -- $171,399 $215,069 Loomis Sayles Global Bond Fund -- $458,257 $268,311 Loomis Sayles Inflation Protected Securities Fund $69,746 $118,124 $102,653 Loomis Sayles Small Cap Growth Fund $ 33,046 $ 18,358 Loomis Sayles Small Cap Value Fund $174,650 $450,879 Loomis Sayles Tax-Managed Equity Fund $67,847 $ 91,352 $ 86,601 |
Loomis Sayles has given a binding contractual undertaking (for all classes of the Funds in the table below) to reduce the advisory fees and, if necessary, to bear certain expenses related to operating the Funds in order to limit their expenses, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes and organizational and extraordinary expenses, such as litigation and indemnification expenses, to the annual rates indicated below. The undertaking is in effect through January 21, 2009, and will be reevaluated on an annual basis. Loomis Sayles will not be entitled to recover any such reduced fees more than one year after the end of the fiscal year in which the fee/expense was incurred.
Fund Expense Limit Date of Undertaking ---- ------------- ------------------- Loomis Sayles Mid Cap Growth Fund February 1, 2008 Institutional Class 1.00% Retail Class 1.25% Loomis Sayles Bond Fund February 1, 2008 Institutional Class 0.70% Retail Class 0.95% Admin Class 1.20% Loomis Sayles Global Bond Fund February 1, 2008 Institutional Class 0.75% Retail Class 1.00% Loomis Sayles Inflation Protected Securities Fund February 1, 2008 Institutional Class 0.40% Loomis Sayles Small Cap Growth Fund February 1, 2008 Institutional Class 1.00% Retail Class 1.25% Loomis Sayles Small Cap Value Fund February 1, 2008 Institutional Class 0.90% Retail Class 1.15% Admin Class 1.40% Loomis Sayles Tax-Managed Equity Fund February 1, 2008 Institutional Class 0.65% |
In addition to serving as investment adviser to certain series of the Trusts, Loomis Sayles also acts as investment adviser to certain series of Natixis Funds Trust I and Natixis Funds Trust II, each a registered open-end management investment company. Loomis Sayles also serves as subadviser to a number of other open-end management companies and provides investment advice to numerous other corporate and fiduciary clients.
Distribution Agreements and Rule 12b-1 Plans. Under separate agreements with the Funds, the "Distributor, 399 Boylston Street, Boston, Massachusetts 02116, serves as the principal distributor of each class of shares of the Funds. The Distributor's principal business address is 399 Boylston Street, Boston, Massachusetts 02116. Under these agreements (each a "Distribution Agreement") the Distributor conducts a continuous offering and is not obligated to sell a specific number of shares. The Distributor bears the cost of making information about the Funds available through advertising and other means and the cost of printing and mailing Prospectuses to persons other than shareholders. Each Fund pays the cost of registering and qualifying its shares under state and federal securities laws and distributing the Prospectuses to existing shareholders. The Distributor currently is paid a fee for serving as Distributor for the Loomis Sayles Mid Cap Growth Fund, Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund, Loomis Sayles Small Cap Growth Fund and Loomis Sayles Small Cap Value Fund.
The Distributor is compensated under each agreement through receipt of the sales charges on Class A shares described below under "Net Asset Value" and is paid by each Fund the service and distribution fees described in the applicable Prospectus. The SEC is of the view that dealers receiving all or substantially all of the sales charge may be deemed underwriters of a fund's shares.
As described in their Prospectuses, the Loomis Sayles Mid Cap Growth Fund, Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund, Loomis Sayles Small Cap Growth Fund and Loomis Sayles Small Cap Value Fund have adopted Rule 12b-1 plans ("Plans") for their Retail Class shares and with respect to the Loomis Sayles Bond Fund and Loomis Sayles Small Cap Value Fund, their Admin Class shares. The Plans, among other things, permit the Retail and Admin Classes to pay the Distributor monthly fees, at annual rates not exceeding 0.25% of the assets of the Retail Class and Admin Class as compensation for its services as principal underwriter of the shares of such class. Some Funds' classes may pay the Distributor monthly fees of less than 0.25% of the relevant Class's assets. Pursuant to Rule 12b-1 under the 1940 Act, each Plan (together with the Distribution Agreements) was approved by the relevant Trust's Board of Trustees, including a majority of the trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operations of the Plan or the Distribution Agreements. The principal types of activities for which payments under these Plans may be made include payments to intermediaries for shareholder servicing, for "no transaction fee" or wrap programs, and for retirement plan record keeping. Payments under these Plans also may be made for activities such as advertising, printing, and mailing the Prospectuses to persons who are not current shareholders, compensation to underwriters, compensation to broker-dealers, compensation to sales personnel, and interest, carrying, or other financing charges.
Each Plan may be terminated by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities of the relevant class of shares of the relevant Fund. Each Plan may be amended by vote of the relevant trustees, including a majority of the relevant Independent Trustees, cast in person at a meeting called for that purpose. Any change in any Plan that would materially increase the fees payable thereunder by the relevant Class of shares of the relevant Fund requires approval by a vote of the holders of a majority of such shares outstanding. The Trusts' trustees review quarterly a written report of such costs and the purposes for which such costs have been incurred. For so long as a Plan is in effect, selection and nomination of those trustees who are Independent Trustees of the relevant Trust shall be committed to the discretion of such Trustees.
The Distribution Agreements and the Plans will continue in effect for successive one-year periods, provided that each such continuance is specifically approved (i) by the vote of a majority of the Independent Trustees and (ii) by the vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose or by a vote of a majority of the outstanding securities of a Fund (or the relevant class, in the case of the Plans).
The following table provides information on the amount of fees paid by the Funds under these Plans during the past three fiscal years:
Fiscal Year Fiscal Year Fiscal Year Ended Ended Ended Fund 9/30/05 9/30/06 9/30/07 ---- ----------- ----------- ----------- Loomis Sayles Mid Cap Growth Fund Retail Class $ 64,455 $ 72,783 $ 67,913 TOTAL $ 64,455 $ 72,783 $ 67,913 Loomis Sayles Bond Fund Retail Class $1,098,667 $3,290,050 $10,826,900 Admin Class $ 227,210 $ 424,314 $ 754,292 TOTAL $1,325,877 $3,714,364 $11,581,192 Loomis Sayles Global Bond Fund Retail Class $1,549,625 $1,309,923 $ 1,730,459 TOTAL $1,549,625 $1,309,923 $ 1,730,459 Loomis Sayles Small Cap Growth Fund Retail Class $ 17,147 $ 8,704 $ 12,629 TOTAL $ 17,147 $ 8,704 $ 12,629 Loomis Sayles Small Cap Value Fund Retail Class $ 519,186 $ 678,990 $ 932,610 Admin Class $ 325,226 $ 331,716 $ 390,830 TOTAL $ 844,412 $1,010,706 $ 1,323,440 |
During the fiscal year ended September 30, 2007, the Distributor's expenses relating to the Fund's 12b-1 plans were as follows (compensation to broker-dealers excludes advanced commissions sold to a third party):
Compensation Compensation Interest, carrying Other Compensation to to Broker- to Sales or other finance Distribution Fund Advertising Underwriters Dealers Personnel charges Costs ---- ----------- --------------- ------------ ------------ ------------------ ------------ Loomis Sayles Mid Cap Growth Fund $ $ $ $ $ $ Loomis Sayles Bond Fund $ $ $ $ $ $ Loomis Sayles Global Bond Fund $ $ $ $ $ $ Loomis Sayles Small Cap Growth Fund $ $ $ $ $ $ Loomis Sayles Small Cap Value Fund $ $ $ $ $ $ |
Other Services. Natixis Advisors performs certain accounting and
administrative services for the Funds, pursuant to an Administrative Services
Agreement dated January 1, 2005, as amended from time to time (the
"Administrative Agreement"). Under the Administrative Agreement, Natixis
Advisors provides the following services to the Funds: (i) personnel that
perform bookkeeping, accounting, internal auditing and financial reporting
functions and clerical functions relating to the Funds, (ii) services required
in connection with the preparation of registration statements and prospectuses,
registration of shares in various states, shareholder reports and notices,
proxy solicitation material furnished to shareholders of the Funds or
regulatory authorities and reports and questionnaires for SEC compliance, and
(iii) the various registrations and filings required by various regulatory
authorities.
For the period October 1, 2004 to December 31, 2004, Natixis Asset Management Services Company (formerly, IXIS Asset Management Services Company ("Natixis Services") received the following fees from the Funds:
Period From October 1, 2004 to December 31, 2004 ------------------------- Loomis Sayles Mid Cap Growth Fund $ 8,568 Loomis Sayles Bond Fund $465,140 Loomis Sayles Global Bond Fund $131,326 Loomis Sayles Inflation Protected Securities Fund $ 1,184 Loomis Sayles Small Cap Growth Fund $ 5,022 Loomis Sayles Small Cap Value Fund $ 99,788 Loomis Sayles Tax-Managed Equity Fund $ 996 |
For the period January 1, 2005 through September 30, 2005 the fiscal years ended September 30, 2006 and September 30, 2007, pursuant to the administrative services agreement between Natixis Advisors and the Trusts, Natixis Advisors was reimbursed or was paid by each Trust, on behalf of the Funds, the following amounts:
January 1, 2005 to Fiscal Year Ended Fiscal Year Ended September 30, 2005 September 30, 2006 September 30, 2007 ------------------ ------------------ ------------------ Loomis Sayles Mid Cap Growth Fund $ 24,942 $ 22,806 $ 26,121 Loomis Sayles Bond Fund $1,725,352 $2,866,243 $5,914,621 Loomis Sayles Global Bond Fund $ 565,202 $ 614,648 $ 827,184 Loomis Sayles Inflation Protected Securities Fund $ 4,769 $ 4,097 $ 6,456 Loomis Sayles Small Cap Growth Fund $ 9,586 $ 7,008 $ 15,890 Loomis Sayles Small Cap Value Fund $ 318,595 $ 404,043 $ 528,193 Loomis Sayles Tax-Managed Equity Fund $ 4,099 $ 4,625 $ 3,784 |
Custodial Arrangements. State Street Bank and Trust Company ("State Street Bank"), One Lincoln Street, Boston, Massachusetts, 02111, serves as the custodian for the Trusts. As such, State Street Bank holds in safekeeping certificated securities and cash belonging to each Fund and, in such capacity, is the registered owner of securities in book-entry form belonging to each Fund. Upon instruction, State Street Bank receives and delivers cash and securities of each Fund in connection with Fund transactions and collects all dividends and other distributions made with respect to Fund portfolio securities. State Street Bank also maintains certain accounts and records of the Trusts and calculates the total net asset value, total net income and net asset value per share of each Fund on a daily basis.
Transfer Agency Services. Pursuant to contracts between the Trusts, on behalf of each Fund, and Boston Financial Data Services, Inc. ("Boston Financial"), whose principal business address is Two Heritage Drive, Quincy, Massachusetts, 02171, Boston Financial acts as shareholder servicing and transfer agent for the Funds and is responsible for services in connection with the establishment, maintenance and recording of shareholder accounts, including all related tax and other reporting requirements and the implementation of investment and redemption arrangements offered in connection with the sale of the Funds' shares.
Prior to October 1, 2005, Natixis Services served as the transfer agent for the Funds and it, along with Boston Financial as sub-transfer agent, provided the same services that Boston Financial now provides. For these services, Natixis Services received the following fees from the Funds:
Fiscal Year Ended September 30, 2005* ------------------- Loomis Sayles Mid Cap Growth Fund $ 31,000 Loomis Sayles Bond Fund $652,677 Loomis Sayles Global Bond Fund $199,313 Loomis Sayles Inflation Protected Securities Fund $ 20,556 Loomis Sayles Small Cap Growth Fund $ 31,000 Loomis Sayles Small Cap Value Fund $ 98,289 Loomis Sayles Tax-Managed Equity Fund $ 15,500 |
* Prior to October 1, 2005, Natixis Services served as transfer and shareholder servicing agent for the Funds.
Independent Registered Public Accounting Firm. The Trusts' independent registered public accounting firm is PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts 02110. The independent registered public accounting firm conducts an annual audit of each Fund's financial statements, assists in the review of federal and state income tax returns and consults with the Trusts as to matters of accounting and federal and state income taxation. The financial highlights in the Prospectuses for the Funds, and the financial statements contained in the Funds' annual reports for the year ended September 30, 2007 and incorporated by reference into this Statement, have been so included in reliance on the reports of the Trusts' independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Counsel to the Funds. Ropes & Gray LLP, located at One International Place, Boston, MA 02110, serves as counsel to the Funds.
PORTFOLIO MANAGEMENT INFORMATION
Portfolio Managers' Management of Other Accounts
As of September 30, 2007, the Portfolio Managers of the Funds managed other accounts in addition to managing one or more of the Funds. The following table provides information on the other accounts managed by each Portfolio Manager.
Registered Investment Companies Other Pooled Investment Vehicles Other Accounts ------------------------------- ----------------------------- ----------------------------- Advisory fee Other Advisory fee is Other Advisory fee is Other Accounts is based on Accounts based on Accounts based on Managed performance Managed performance Managed performance ---------------- -------------- -------------- -------------- -------------- -------------- # of Total # of Total # of Total # of Total # of Total # of Total Name of Portfolio Manager Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets ------------------------- ----- -------- ----- ------ ----- -------- ----- -------- ----- -------- ----- -------- Kenneth M. Buntrock 2 $ 1.942 0 $0 22 $ 2.593 2 $ 410.8 79 $ 14.16 10 $ 1.849 billion billion million billion million Mark F. Burns 2 $ 289.2 0 $0 0 $ 0 0 $ 0 10 $ 54.13 0 $ 0 million million Matthew J. Eagan 10 $ 28.070 0 $0 1 $ 128.5 0 $ 0 55 $ 3.133 1 $ 294.4 billion million billion million Philip C. Fine 3 $ 427.3 0 $0 0 $ 0 0 $ 0 17 $ 38.6 0 $ 0 million million Daniel Fuss 15 $ 30.47 0 $0 4 $ 485.3 0 $ 0 81 $ 10.316 4 $ 892.2 billion million billion million Kathleen Gaffney 10 $ 28.070 0 $0 0 $ 0 0 $ 0 66 $ 5.055 1 $ 197.05 billion billion Joseph R. Gatz 4 $ 1.882 0 $0 0 $ 0 0 $ 0 30 $ 863 0 $ 0 billion million John Hyll 4 $ 188 0 $0 0 $ 0 0 $ 0 45 $ 7.960 0 $ 0 million billion David Rolley 3 $ 1.994 0 $0 7 $ 1.220 1 $ 340.2 43 $ 7.931 1 $ 676.5 billion billion million billion million |
Registered Investment Companies Other Pooled Investment Vehicles Other Accounts ------------------------------- -------------------------------- ----------------------------- Advisory fee Other Advisory fee Other Advisory fee Other Accounts is based on Accounts is based on Accounts is based on Managed performance Managed performance Managed performance ---------------- -------------- -------------- -------------- -------------- -------------- # of Total # of Total # of Total # of Total # of Total # of Total Name of Portfolio Manager Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets Accts Assets ------------------------- ----- -------- ----- ------ ----- -------- ----- -------- ----- -------- ----- -------- Clifton Rowe 6 $ 563.6 0 $0 1 $ 202.5 0 $ 0 53 $ 2.887 0 $ 0 million million billion Lynda Schweitzer 1 $ 1.832 0 $0 19 $ 2.306 2 $ 410.8 69 $ 14.058 0 $ 1.849 billion billion million billion billion Mark Shank 1 $ 6.723 0 $0 0 $ 0 0 $ 0 284 $ 433.4 0 $ 0 billion million John Slavik 2 $ 289.2 0 $0 0 $ 0 0 $ 0 14 $ 54.37 0 $ 0 million million David G. Sowerby 1 $ 6.723 0 $0 0 $ 0 0 $ 0 135 $ 124.1 0 $ 0 million million Elaine M. Stokes 14 $ 30.124 0 $0 0 $ 0 0 $ 0 56 $ 1.959 1 $ 197.0 billion billion million Daniel G. Thelen 4 $ 1.882 0 $0 0 $ 0 0 $ 0 44 $ 732.4 0 $ 0 billion million |
Material Conflicts of Interest
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account's availability of other comparable investment opportunities and Loomis Sayles' desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells short for some accounts while buying it for others and through the use of "soft dollar arrangements," which are discussed in the section "Portfolio Transactions and Brokerage."
Portfolio Managers' Compensation
The following describes the structure of, and the method used to determine, the compensation of each of the above-listed portfolio managers as of September 30, 2007:
Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio manager's base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit growth of the firm, profit growth of the manager's business unit and team commitment. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the department's Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
Equity Managers
While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured by comparing the performance of the firm's institutional composite (pre-tax and net of fees) in the manager's style to the performance of a peer group of institutional managers in that style (or, in the case of the Mid-Cap Growth and the Small Cap Growth Funds, the performance of the applicable Morningstar peer group). A manager's performance relative to the peer group for the 1, 3 and 5 year periods (or since the start of the manager's tenure, if shorter) is used to calculate the amount of variable compensation payable due to performance. Longer-term performance (3 and 5 years or since the start of the manager's tenure, if shorter) combined is weighted more than shorter-term performance (1 year). If a manager is responsible for more than one product, the rankings of each product are weighted based on relative asset size of accounts represented in each product. An external benchmark is used as a secondary comparison. The external benchmark used for the investment style utilized for each equity fund is noted in the table below:
FUND MANAGER BENCHMARK ---- ----------------- Loomis Sayles Small Cap Value Fund Russell 2000 Value Index Loomis Sayles Mid Cap Growth Fund Russell Mid Cap Growth Index Loomis Sayles Small Cap Growth Fund Russell 2000 Growth Index Loomis Sayles Tax-Managed Equity Fund S&P 500 Index |
Loomis Sayles uses the institutional peer groups as the primary measuring stick for equity manager performance because it believes they represent the most competitive product universe while closely matching the investment styles offered by the firm. Loomis Sayles considers the institutional composite an accurate proxy for the performance of each investment style.
Fixed-Income Managers
While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed-income managers is measured by comparing the performance of the firm's institutional composite (pre-tax and net of fees) in the manager's style to the performance of an external benchmark and a customized peer group. The external benchmark used for the investment style utilized by each fixed-income fund is noted in the table below:
FUND MANAGER BENCHMARK ---- ----------------- Loomis Sayles Bond Fund Lehman Government/Credit Index Loomis Sayles Global Bond Fund Lehman Global Aggregate Index Citigroup World Government Bond Index Loomis Sayles Inflation Protected Securities Fund Lehman U.S. Treasury Inflation Protected Index |
The customized peer group is created by the firm and is made up of institutional managers in the particular investment style. A manager's relative performance for the past five years is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, the firm analyzes the five year performance on a rolling three year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative asset size of accounts represented in each product.
Loomis Sayles uses both an external benchmark and a customized peer group as measuring sticks for fixed-income manager performance because it believes they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by the firm.
Mr. Fuss's compensation is also based on his overall contributions to the firm in his various roles as Senior Portfolio Manager, Vice Chairman and Director. As a result of these factors, the contribution of investment performance to Mr. Fuss' total variable compensation may be significantly lower than the percentage reflected above.
General
Mutual funds are not included in the firm's composites, so unlike other managed accounts, fund performance and asset size do not directly contribute to this calculation. However, each fund managed by the firm
employs strategies endorsed by the firm and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite.
Loomis Sayles has developed and implemented a long-term incentive plan to attract and retain investment talent. The plan supplements existing compensation. This plan has several important components distinguishing it from traditional equity ownership plans:
. the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold;
. upon retirement, a participant will receive a multi-year payout for his or her vested units;
. participation is contingent upon signing an award agreement, which includes a non-compete covenant.
Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan is initially offered to portfolio managers and over time the scope of eligibility is likely to widen. Management has full discretion on what units are issued and to whom.
Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the firm prior to May 1, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
Portfolio Managers' Ownership of Fund Shares
As of September 30, 2007, the Portfolio Managers had the following ownership in the Funds:
Dollar Range of Equity Name of Portfolio Manager Fund(s) Managed Securities Invested* ------------------------- --------------- ---------------------- Kenneth M. Buntrock Loomis Sayles Global Bond Fund E Mark F. Burns Loomis Sayles Small Cap Growth Fund A Matthew J. Eagan Loomis Sayles Bond Fund E Philip C. Fine Loomis Sayles Mid Cap Growth Fund F Daniel J. Fuss Loomis Sayles Bond Fund G Kathleen C. Gaffney Loomis Sayles Bond Fund F Joseph R. Gatz Loomis Sayles Small Cap Value Fund A John Hyll Loomis Sayles Inflation Protected Securities Fund E David Rolley Loomis Sayles Global Bond Fund E Clifton V. Rowe Loomis Sayles Inflation Protected Securities Fund A |
Dollar Range of Equity Name of Portfolio Manager Fund(s) Managed Securities Invested* ------------------------- --------------- ---------------------- Lynda Schweitzer Loomis Sayles Global Bond Fund E Mark Shank Loomis Sayles Tax-Managed Equity Fund E John Slavik Loomis Sayles Small Cap Growth Fund E David G. Sowerby Loomis Sayles Tax-Managed Equity Fund C Elaine M. Stokes Loomis Sayles Bond Fund A Daniel G. Thelen Loomis Sayles Small Cap Value Fund E |
*A. None E. $100,001 - $500,000 B. $1 - 10,000 F. $500,001 - $1,000,000 C. $10,001 - $50,000 G. over $1,000,000 D. $50,001 - $100,000 |
There are various reasons why a Portfolio Manager may not own shares of the Fund he or she manages. One reason is that the Fund's investment objectives and strategies may not match those of the Portfolio Manager. Administrative reasons (such as facilitating compliance with an adviser's code of ethics) also may explain why a Portfolio Manager has chosen not to invest in the Natixis Funds.
Allocation of Investment Opportunity Among Natixis Funds Trust and Loomis Sayles Funds (the "Funds") and Other Investors Managed by the Adviser; Cross Relationships of Officers and Trustees
Loomis Sayles has organized its business into two investment groups: the Fixed-Income Group and the Equity Group. The Fixed-Income Group and the Equity Group make investment decisions for the funds managed by Loomis Sayles. The groups make investment decisions independently of one another. These groups also have responsibility for the management of other client portfolios. The other investment companies and clients served by Loomis Sayles' investment platforms sometimes invest in securities in which the funds (or segments thereof) advised or subadvised by Loomis Sayles also invest. If one of these funds and such other clients advised or subadvised by the same investment group of Loomis Sayles desire to buy or sell the same portfolio securities at or about the same time, the respective group allocates purchases and sales, to the extent practicable, on a pro rata basis in proportion to the amount desired to be purchased or sold for each fund or client advised or subadvised by that investment group. It is recognized that in some cases the practices described in this paragraph could have a detrimental effect on the price or amount of the securities which each of the funds purchases or sells. In other cases, however, it is believed that these practices may benefit the relevant Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE
In placing orders for the purchase and sale of equity securities, Loomis Sayles selects only brokers that it believes are financially responsible, will provide efficient and effective services in executing, clearing and settling an order and will charge commission rates that, when combined with the quality of the foregoing services, will produce the best price and execution for the transaction. This does not necessarily mean that the lowest available brokerage commission will be paid. However, the commissions are believed to be competitive with generally prevailing rates. Loomis Sayles will use its best efforts to obtain information as to the general level of commission rates being charged by the brokerage community from time to time and will evaluate the overall reasonableness of brokerage commissions paid on transactions by reference to such data. In making such evaluation, all factors affecting liquidity and execution of the order, as well as the amount of the capital commitment by the broker in connection with the order, are taken into account.
Subject to the overriding objective of obtaining the best possible execution of orders, each Fund's adviser may allocate brokerage transactions to affiliated brokers. Any such transactions will comply with Rule 17e-1 under the 1940 Act. In order for the affiliated broker to effect portfolio transactions for the Fund, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees and other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period. Furthermore, each Trust's Board of Trustees, including a majority of the Independent Trustees, have adopted procedures that are reasonably designed to
provide that any commissions, fees or other remuneration paid to an affiliated broker are consistent with the foregoing standard.
Generally, Loomis Sayles seeks to obtain quality executions at favorable security prices and at competitive commission rates, where applicable, through brokers and dealers who, in Loomis Sayles' opinion, can provide the best overall net results for its clients. Transactions in unlisted equity securities (including NASDAQ securities) are frequently executed through a primary market maker but may also be executed on an Electronic Communication Network (ECN), Alternative Trading System (ATS), or other execution system. Fixed-income securities are generally purchased from the issuer or a primary market maker acting as principal on a net basis with no brokerage commission paid by the client. Such securities, as well as equity securities, may also be purchased from underwriters at prices which include underwriting fees.
Commissions and Other Factors in Broker or Dealer Selection
Loomis Sayles uses its best efforts to obtain information as to the general
level of commission rates being charged by the brokerage community from time to
time and to evaluate the overall reasonableness of brokerage commissions paid
on client portfolio transactions by reference to such data. In making this
evaluation, all factors affecting liquidity and execution of the order, as well
as the amount of the capital commitment by the broker or dealer, are taken into
account. Other relevant factors may include, without limitation: (a) the
execution capabilities of the brokers and/or dealers, (b) research and other
products or services (as described under "Soft Dollars" below) provided by such
brokers and/or dealers which are expected to enhance Loomis Sayles' general
portfolio management capabilities, (c) the size of the transaction, (d) the
difficulty of execution, (e) the operations facilities of the brokers and/or
dealers involved, (f) the risk in positioning a block of securities, and
(g) the quality of the overall brokerage and research services provided by the
broker and/or dealer.
Soft Dollars
Loomis Sayles' receipt of brokerage and research products or services are factors in Loomis Sayles' selection of a broker dealer to execute transactions for a Fund where Loomis Sayles believes that the broker or dealer will provide best execution of the transactions. Such brokerage and research products or services may be paid for with Loomis Sayles' own assets or may, in connection with transactions in equity securities effected for client accounts for which Loomis Sayles exercises investment discretion, be paid for with client commissions (i.e, "soft dollars").
Loomis Sayles will only acquire research and brokerage products and services
that are deemed to qualify as eligible products and services under the safe
harbor of Section 28(e) of the Securities and Exchange Act of 1934. Eligible
research services and products that may be acquired by Loomis Sayles are those
products and services that provide advice, analysis or reports that will aid
Loomis Sayles in carrying out its investment decision-making responsibilities.
Eligible research must reflect the expression of reasoning or knowledge (having
inherently intangible and non-physical attributes) and may include the
following research items: traditional research reports; discussions with
research analysts and corporate executives; seminars or conferences; financial
and economic publications that are not targeted to a wide public audience;
software that provides analysis of securities portfolios; market research
including pre-trade and post-trade analytics; and market data. Eligible
brokerage services and products that may be acquired by Loomis Sayles are those
services or products that (i) are required to effect securities transactions;
(ii) perform functions incidental to securities transactions; or (iii) is a
service that is required by an applicable SRO or SEC rule(s). The brokerage and
research products or services provided to Loomis Sayles by a particular broker
or dealer may include both (a) products and services created by such broker or
dealer and (b) products and services created by a third party.
If Loomis Sayles receives a particular product or service that both aids it in carrying out its investment decision-making responsibilities (i.e., a "research use") and provides non-research related uses, Loomis Sayles will make a good faith determination as to the allocation of the cost of such "mixed-use item" between the research and non-research uses and will only use soft dollars to pay for the portion of the cost relating to its research use.
In connection with Loomis Sayles' use of soft dollars, a Fund may pay a broker dealer an amount of commission for effecting a transaction for the Fund in excess of the amount of commission another broker dealer would have charged for effecting that transaction if Loomis Sayles determines in good faith that the amount of
commission is reasonable in relation to the value of the brokerage and research products or services received, either in terms of the particular transaction or Loomis Sayles' overall responsibility to discretionary accounts.
Loomis Sayles may use soft dollars to acquire brokerage or research products and services that have potential application to all client accounts including the Funds or to acquire brokerage or research products and services that will be applied in the management of a certain group of client accounts and, in some cases, may not be used with respect to the Funds. The products or services may not be used in connection with the management of some of the accounts including the Funds that paid commissions to the broker or dealer providing the products or services and may be used in connection with the management of other accounts.
Loomis Sayles' use of soft dollars to acquire brokerage and research products and services benefits Loomis Sayles by allowing it to obtain such products and services without having to purchase them with its own assets. Loomis Sayles believes that its use of soft dollars also benefits the Funds as described above. However, conflicts may arise between a Fund's interest in paying the lowest commission rates available and Loomis Sayles' interest in receiving brokerage and research products and services from particular brokers and dealers without having to purchase such products and services with Loomis Sayles' own assets.
For purposes of this soft dollars discussion, the term "commission" may include (to the extent applicable) both commissions paid to brokers in connection with transactions effected on an agency basis and markups, markdowns, commission equivalents, or other fees paid to dealers in connection with certain transactions as encompassed by relevant SEC interpretation. Loomis Sayles does not generate "soft dollars" on fixed-income transactions.
Client Commission Arrangements
Loomis Sayles has entered into client commission arrangements ("CCAs") (also known as commission sharing arrangements) with some of its key broker dealer relationships. At the same time, Loomis Sayles has significantly reduced the number of brokers with which it will trade. In a CCA, subject to best execution, Loomis Sayles will allocate a higher portion of its clients' equity trading with broker dealers who have agreed to unbundle their commission rates in order to enable Loomis Sayles to separately negotiate rates for execution and research and research services. The execution rates Loomis Sayles has negotiated with such firms vary depending on the difficulty of the orders Loomis Sayles has asked the CCAs to execute.
Pursuant to the CCA agreements Loomis Sayles has with these broker dealers, each firm will pool the research commissions accumulated during a calendar quarter and then, at the direction of Loomis Sayles, pay various broker dealers from this pool for the research and research services such firms have provided to Loomis Sayles.
The CCAs enable Loomis Sayles to: strengthen its relationships with its key broker dealers, and limit the broker dealers with whom it trades to those with whom it has an electronic interface, while still maintaining the research relationships with broker dealers that provide Loomis Sayles with research and research services. In addition, the ability to unbundle the execution and research components of commissions enables Loomis Sayles to manage commissions more efficiently, and to provide greater transparency to its clients in their commission reports.
These CCAs are deemed to be soft dollar arrangements, and Loomis Sayles and each CCA intends to comply with the applicable requirements of Section 28 (e) of the Securities Exchange Act of 1934, as amended.
Brokerage Commissions
The following tables set forth, for each of the last three fiscal years,
(1) the aggregate dollar amount of brokerage commissions paid on portfolio
transactions during such year, (2) the dollar amount of transactions on which
brokerage commissions were paid during such year that were directed to brokers
providing research services ("directed transactions") and (3) the dollar amount
of commissions paid on directed transactions during such year. Funds not listed
in a table did not pay brokerage commissions during the relevant year. Amounts
in the tables include amounts paid by the Funds' predecessors, where
appliciable. The information in the tables includes transactions that were
directed to broker dealers based on the internal "broker vote" allocation
policy of Loomis Sayles as well as transactions that were allocated under
arrangements with brokers providing research services. The "broker vote" is an
internal voting process whereby Loomis Sayles' equity portfolio managers and
research analysts vote on various aspects of a broker dealer's qualitative
services, which include without limitation: research and other services, idea
generation, discussions with research analysts and corporate executives,
seminars and conferences. This internal voting process on a quarterly basis,
and Loomis Sayles uses the results of this internal vote to determine, in good
faith, the value of the research and research services it receives from the
broker dealers that provide such services, and it will pay such broker dealers
for these services through its CCAs and/or through trading directly with the
broker dealers.
FISCAL YEAR ENDED SEPTEMBER 30, 2005
Directed Aggregate Brokerage Brokerage Commissions Fund Commission Commission Directed Transactions ---- ------------------- ------------ --------------------- Loomis Sayles Mid Cap Growth Fund $ 320,623 $146,643,510 $160,311 Loomis Sayles Small Cap Growth Fund $ 190,326 $ 59,287,795 $ 95,163 Loomis Sayles Small Cap Value Fund $1,419,229 $379,562,810 $709,615 Loomis Sayles Tax-Managed Equity Fund $ 6,620 $ 4,636,634 $ 3,310 |
FISCAL YEAR ENDED SEPTEMBER 30, 2006
Aggregate Brokerage Directed Commissions on Fund Commissions Transactions Directed Transactions ---- ------------------- ------------ --------------------- Loomis Sayles Mid Cap Growth Fund $ 154,054 $105,214,492 $ 77,027 Loomis Sayles Small Cap Growth Fund* $ 47,822 $ 22,791,560 $ 23,911 Loomis Sayles Small Cap Value Fund $1,113,638 $455,746,242 $556,819 Loomis Sayles Tax-Managed Equity Fund $ 4,882 $ 4,358,963 $ 2,441 |
FISCAL YEAR ENDED SEPTEMBER 30, 2007
Aggregate Brokerage Directed Commissions Fund Commissions Transactions Directed Transactions ---- ------------------- -------------- --------------------- Loomis Sayles Mid Cap Growth Fund $ 121,979 $70,903,922.10 $ 43,360.84 Loomis Sayles Small Cap Growth Fund $ 63,010 $24,631,596.52 $ 17,652.30 Loomis Sayles Small Cap Value Fund $1,268,313 $459,439,22.35 $457,642.93 Loomis Sayles Tax-Managed Equity Fund $ 3,831 $ 1,715,224.00 $ 935.39 |
* [Brokerage commissions for the Loomis Sayles Small Cap Growth Fund decreased from fiscal year 2005 to fiscal year 2006 due in part to a decrease in the Fund's portfolio turnover.]
Regular Broker-Dealers
The table below presents information regarding the securities of the Funds' regular broker-dealers* (or the parent of the regular broker-dealers) that were held by each Fund, if any, as of the fiscal year ending September 30, 2007.
Aggregate Value of Securities of each Regular Broker or Dealer Fund Regular Broker-Dealer (or its Parent) held by Fund ---- --------------------- ------------------------------------- Loomis Sayles Bond Fund Barclays Bank $186,246,618 Merrill Lynch $ 55,990,180 JP Morgan Chase & Co. $284,933,745 Loomis Sayles Global Bond Fund Barclays Bank $ 16,263,660 Bank of America $ 15,447,393 JP Morgan Chase & Co. $ 31,397,255 Merrill Lynch $ 5,802,340 Morgan Stanley $ 3,890,034 Loomis Sayles Tax-Managed Equity Fund Goldman Sachs $ 238,414 State Street Bank $ 126,096 CitiGroup Global Markets $ 111,121 |
General
Subject to procedures adopted by the Board of Trustees of each Trust, the Funds' brokerage transactions may be executed by brokers that are affiliated with Natixis Asset Management US Group or Loomis Sayles. Any such transactions will comply with Rule 17e-1 under the 1940 Act, or other applicable restrictions as permitted by the SEC pursuant to exemptive relief or otherwise.
Under the 1940 Act, persons affiliated with each Trust are prohibited from dealing with each Trust's funds as a principal in the purchase and sale of securities. Since transactions in the over-the-counter market usually involve transactions with dealers acting as principals for their own accounts, affiliated persons of the Trusts may not serve as the Funds' dealer in connection with such transactions.
To the extent permitted by applicable law, and in all instances subject to the foregoing policy of best execution, the adviser may allocate brokerage transactions to broker-dealers (including affiliates of the Distributor) that have entered into arrangements in which the broker-dealer allocates a portion of the commissions paid by a Fund toward the reduction of that Fund's expenses.
It is expected that the portfolio transactions in fixed-income securities will generally be with issuers or dealers on a net basis without a stated commission. Securities firms may receive brokerage commissions on transactions involving options, futures and options on futures and the purchase and sale of underlying securities upon exercise of options. The brokerage commissions associated with buying and selling options may be proportionately higher than those associated with general securities transactions.
DESCRIPTION OF THE TRUSTS
The Declarations of Trust of Loomis Sayles Funds I and Loomis Sayles Funds II permit each Trust's trustees to issue an unlimited number of full and fractional shares of each series. Each share of each Fund represents an equal proportionate interest in such Fund with each other share of that Fund and is entitled to a proportionate interest in the dividends and distributions from that Fund. The Declarations of Trust further permit each Trust's Board of Trustees to divide the shares of each series into any number of separate classes, each having such rights and preferences relative to other classes of the same series as each Trust's Board of Trustees may determine. When you invest in a Fund, you acquire freely transferable shares of beneficial interest that entitle you to receive dividends as determined by each Trust's Board of Trustees and to cast a vote for each share you own at shareholder meetings. The shares of each Fund do not have any preemptive rights. Upon termination of any Fund, whether pursuant to liquidation of the Trust or otherwise, shareholders of each class of that Fund are entitled to share pro rata in the net assets attributable to that class of shares of that Fund available for distribution to shareholders. Each Declaration of Trust also permits the Board of Trustees to charge shareholders directly for custodial, transfer agency, and servicing expenses.
Shares of each Fund (other than the Loomis Sayles Inflation Protected Securities and the Loomis Sayles Tax-Managed Equity Fund) are divided into at least two classes, designated Retail Class and Institutional Class shares. The Loomis Sayles Bond Fund and Loomis Sayles Small Cap Value Fund offer a third class of shares designated Admin Class shares.
The assets received by each class of a Fund for the issue or sale of its shares and all income, earnings, profits, losses and proceeds therefrom, subject only to the rights of creditors, are allocated to, and constitute the underlying assets of, that class of the Fund. The underlying assets of each class of a Fund are segregated and are charged with the expenses with respect to that class of the Fund and with a share of the general expenses of the relevant Fund and Trust. Any general expenses of the Trust that are not readily identifiable as belonging to a
particular class of a Fund are allocated by or under the direction of the trustees in such manner as the trustees determine to be fair and equitable. While the expenses of each Trust are allocated to the separate books of account of each Fund, certain expenses may be legally chargeable against the assets of all of the Funds in a Trust.
Each Declaration of Trust also permits the Trusts' Board of Trustees, without shareholder approval, to subdivide any Fund or series or class of shares into various sub-series or sub-classes with such dividend preferences and other rights as the trustees may designate. Each Trust's Board of Trustees may also, without shareholder approval, establish one or more additional series or classes or merge two or more existing series or classes without shareholder approval. Shareholders' investments in such an additional or merged series would be evidenced by a separate series of shares (i.e., a new "fund").
Each Declaration of Trust provides for the perpetual existence of the Trusts. The Trusts or any Fund, however, may be terminated at any time by vote of at least two thirds of the outstanding shares of each Fund affected. Similarly, any class within a Fund may be terminated by vote of at least two thirds of the outstanding shares of such class. Each Declaration of Trust further provides that the Board of Trustees may also without shareholder approval terminate the relevant Trust or Fund upon written notice to its shareholders.
Voting Rights
Shareholders of each funds are entitled to one vote for each full share held (with fractional votes for each fractional share held) and may vote (to the extent provided therein) on the election of trustees and the termination of the Trust and on other matters submitted to the vote of shareholders.
All classes of shares of the Funds have identical voting rights except that each class of shares has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. On any matters 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 (1) when required by the 1940 Act, or when the Trustees shall have determined that the matter affects one or more series or class of shares materially differently shares shall be voted by individual series or class and (2) when the matter affects only the interest of one or more series or classes, only shareholders of such series or class shall be entitled to vote thereon. Consistent with the current position of the SEC, shareholders of all series and classes vote together, irrespective of series or class, on the election of trustees and the selection of the Trusts' independent registered public accounting firm, but shareholders of each series vote separately on most other matters requiring shareholder approval, such as certain changes in investment policies of that series or the approval of the investment advisory and subadvisory agreement relating to that series, and shareholders of each class within a series vote separately as to the Rule 12b-1 plan (if any) relating to that class.
There will normally be no meetings of shareholders for the purpose of electing trustees, except that, in accordance with the 1940 Act, (i) a Trust will hold a shareholders' meeting for the election of trustees at such time as less than a majority of the trustees holding office have been elected by shareholders, and (ii) if there is a vacancy on the Board of Trustees, such vacancy may be filled only by a vote of the shareholders unless, after filling such vacancy by other means, at least two-thirds of the trustees holding office shall have been elected by the shareholders. In addition, trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with a Trust's custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for that purpose.
Upon written request by a minimum of ten holders of shares having held their shares for a minimum of six months and having a net asset value of at least $25,000 or constituting at least 1% of the outstanding shares, whichever is less, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a trustee, the Trusts have undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders).
Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Shareholder voting rights are not cumulative.
The affirmative vote of a majority of shares of the Trusts voted (assuming a
quorum is present in person or by proxy) is required to amend the Declaration
of Trust if such amendment (1) affects the power of shareholders to vote,
(2) amends the section of the relevant Declaration of Trust governing
amendments, (3) is one for which a vote is required by law or by the Trusts'
registration statement or (4) is submitted to the shareholders by the trustees.
If one or more new series of a Trust is established and designated by the
trustees, the shareholders having beneficial interests in the Funds shall not
be entitled to vote on matters exclusively affecting such new series, such
matters including, without limitation, the adoption of or any change in the
investment objectives, policies or restrictions of the new series and the
approval of the investment advisory contracts of the new series. Similarly, the
shareholders of the new series shall not be entitled to vote on any such
matters as they affect the other funds.
Shareholder and Trustee Liability
Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trusts. However, each Declaration of Trust disclaims shareholder liability for acts or obligations of each Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by a Trust or the trustees. Each Declaration of Trust provides for indemnification out of each Fund's property for all loss and expense of any shareholder held personally liable for the obligations of the Fund by reason of owning shares of such Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote since it is limited to circumstances in which the disclaimer is inoperative and a Fund itself would be unable to meet its obligations.
Each Declaration of Trust further provides that the Board of Trustees will not be liable for errors of judgment or mistakes of fact or law. However, nothing in the Declarations of Trust protects a trustee against any liability to which the 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 his or her office. The By-laws of each Trust provide for indemnification by the Trusts of trustees and officers of the Trusts, except with respect to any matter as to which any such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust. Such persons may not be indemnified against any liability to the Trusts or the Trusts' shareholders to whom 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. Each Trust offers only its own Funds' shares for sale, but it is possible that a Trust might become liable for any misstatements in a prospectus that relate to another Trust. The trustees of the Trusts have considered this possible liability and approved the use of a combined prospectus for Funds of the Trusts.
HOW TO BUY SHARES
The procedures for purchasing shares of each Fund are summarized in its Prospectus. All purchases made by check should be in U.S. dollars and made payable to Natixis Funds.
Shares may also be purchased either in writing, by phone, by wire, by electronic funds transfer using Automated Clearing House ("ACH"), or by exchange, as described in the Prospectuses, or through firms that are members of the Financial Industry Regulatory Authority ("FINRA") and that have selling agreements with the Distributor. For purchase of Fund shares by mail, the trade date is the day of receipt of the check in good order by the transfer agent so long as it is received by the close of regular trading of the New York Stock Exchange (the "Exchange") on a day when the Exchange is open. For purchases through the ACH system, the shareholder's bank or credit union must be a member of the ACH system and the shareholder must have approved banking information on file. With respect to shares purchased by wire or through the ACH system, shareholders should bear in mind that the transactions may take two or more days to complete. Banks may charge a fee for transmitting funds by wire.
Shareholders of the Funds may be permitted to open an account without an initial investment and then wire funds into the account once established. These shareholders will still be subject to the investment minimums as detailed in the Prospectus of each Fund.
REDEMPTIONS
The Funds will only accept medallion signature guarantees bearing the STAMP 2000 Medallion imprint. However, a medallion signature guarantee may not be required if the proceeds of the redemption do not exceed $50,000 and the proceeds check is made payable to the registered owner(s) and mailed to the record address or if the proceeds are going to a bank on file. Please contact the Funds at 800-633-3330 with any questions regarding when a Medallion signature guarantee is required.
If you select the telephone redemption service in the manner described in the next paragraph, shares of the Funds may be redeemed by calling toll free 800-633-3330. A wire fee may be deducted from the proceeds if you elect to receive the funds wired to your bank on record. Telephone redemption requests must be received by the close of regular trading on the Exchange. Requests made after that time or on a day when the Exchange is not open for business will receive the next business day's closing price. The proceeds of a telephone withdrawal will normally be sent within three business days following receipt of a proper redemption request, although it may take longer.
In order to redeem shares by telephone, a shareholder must either select this service when completing the Fund application or must do so subsequently on the Service Options Form, which is available at www.loomissayles.com or from your investment dealer. When selecting the service, a shareholder may have their withdrawal proceeds sent to his or her bank, in which case the shareholder must designate a bank account on his or her application or Service Options Form to which the redemption proceeds should be sent as well as provide a check marked "VOID" and/or a deposit slip that includes the routing number of his or her bank. Any change in the bank account so designated may be made by furnishing to Boston Financial or your investment dealer a completed Service Options Form, which may require a medallion signature guarantee. Telephone redemptions by ACH or wire may only be made if the designated bank is a member of the Federal Reserve System or has a correspondent bank that is a member of the System. If the account is with a savings bank, it must have only one correspondent bank that is a member of the System. The Funds, the Distributor, the transfer agent and State Street Bank (the Funds' custodian) are not responsible for the authenticity of withdrawal instructions received by telephone, although they will apply established verification procedures. Boston Financial (the Funds' transfer agent), as agreed to with the Funds, will employ reasonable procedures to confirm that your telephone instructions are genuine, and if it does not, it may be liable for any losses due to unauthorized or fraudulent instructions. Such verification procedures include, but are not limited to, requiring a form of personal identification prior to acting on an investor's telephone instructions and recording an investor's instructions.
Shares purchased by check or through ACH may not be available immediately for redemption to the extend that the check or ACH transaction has not cleared. The Funds may withhold redemption proceeds for 10 days when redemptions are made within 10 calendar days of purchase by check or through ACH.
The redemption price will be the net asset value per share (less any applicable CDSC and redemption fee) next determined after the redemption request and any necessary special documentation are received by State Street Bank or your investment dealer in proper form. Payment normally will be made by State Street Bank on behalf of a Fund within seven days thereafter. However, in the event of a request to redeem shares for which a Fund has not yet received good payment, the Funds reserve the right to withhold payments of redemption proceeds if the purchase of shares was made by a check which was deposited within ten calendar days prior to the redemption request (unless the Fund is aware that the check has cleared).
Each Fund will normally redeem shares for cash; however, each Fund reserves the right to pay the redemption price wholly or partly in kind if the adviser determines it to be advisable and in the interest of the remaining shareholders of a Fund. The redemptions in kind will be selected by the Fund's adviser in light of the Fund's objective and will not generally represent a pro rata distribution of each security held in the Fund's portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage
commissions upon subsequent disposition of any such securities. However, the Funds have elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which each Fund is obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1% of the total net asset value of each Fund at the beginning of such period.
The Funds reserve the right to suspend account services or refuse transaction requests if a Fund receives notice of a dispute between registered owners or of the death of a registered owner or a Fund suspects a fraudulent act. If a Fund refuses a transaction request because it receives notice of a dispute, the transaction will be processed at the net asset value next determined after a Fund receives notice that the dispute has been settled or a court order has been entered adjudicating the dispute. If a Fund determines that its suspicion of fraud or belief that a dispute existed was mistaken, the transaction will be processed as of the net asset value next determined after the transaction request was first received in good order.
Other
The Funds have authorized one or more brokers to accept on their behalf purchase and redemption orders; such brokers are authorized to designate intermediaries to accept purchase and redemption orders on the Fund's behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker's authorized designee accepts the order. The broker's customers will receive the Funds' NAV next computed after an order is accepted by an authorized broker or the broker's authorized designee.
SHAREHOLDER SERVICES
Open Accounts
A shareholder's investment is automatically credited to an open account maintained for the shareholder by Boston Financial. Following each additional investment or redemption from the account initiated by an investor (with the exception of systematic investment plans), a shareholder will receive a confirmation statement disclosing the current balance of shares owned and the details of recent transactions in the account. After the close of each calendar year, Boston Financial will send each shareholder a statement providing account information which may include federal tax information on dividends and distributions paid to the shareholder during the year. This statement should be retained as a permanent record. Boston Financial may charge a fee for providing duplicate information.
The open account system provides for full and fractional shares expressed to three decimal places and, by making the issuance and delivery of stock certificates unnecessary, eliminates problems of handling and safekeeping, and the cost and inconvenience of replacing lost, stolen, mutilated or destroyed certificates. Certificates will not be issued for any class of shares.
The costs of maintaining the open account system are paid by the Funds, and no direct charges are made to shareholders. Although the Funds have no present intention of making such direct charges to shareholders, they each reserve the right to do so. Shareholders will receive prior notice before any such charges are made.
Systematic Withdrawal Plan
A Systematic Withdrawal Plan, referred to in the Prospectuses under "General Information How to Redeem Shares," provides for monthly, quarterly, semiannual, or annual withdrawal payments of $50 or more from the account of an eligible shareholder, as provided in the Prospectus, provided that the account has a value of at least $25,000 at the time the plan is established.
Payments will be made either to the shareholder or to any other person designated by the shareholder. If payments are issued to an individual other than the registered owner(s), a medallion signature guarantee will be required on the Plan application. All shares in an account that is subject to a Systematic Withdrawal Plan must be held in an open account rather than in certificated form. Income dividends and capital gain distributions will be reinvested at the net asset value determined as of the close of regular trading on the Exchange on the record date for the dividend or distribution.
Since withdrawal payments represent proceeds from the liquidation of shares, withdrawals may reduce and possibly exhaust the value of the account, particularly in the event of a decline in net asset value. Accordingly, a shareholder should consider whether a Plan and the specified amounts to be withdrawn are appropriate under the circumstances. The Funds and the Distributor make no recommendations or representations in this regard. It may be appropriate for a shareholder to consult a tax adviser before establishing such a plan. See "Taxes" for certain information as to federal income taxes.
Exchange Privilege
Retail Class shares of the Funds may be exchanged, subject to investment minimums, for Retail Class shares of any other series of the Trusts that offers Retail Class shares or for Class A shares of Natixis Cash Management Trust, a money market fund advised by Natixis Asset Management Advisors, L.P., an affiliate of Loomis Sayles. Admin Class shares of the Funds may be exchanged, subject to investment minimums, for Admin Class shares of any other series of the Trusts that offers Admin Class shares or for Class A shares of Natixis Cash Management Trust. Institutional Class shares of the Funds may be exchanged, subject to investment minimums, for Institutional Class shares of any other series of the Trusts that offers Institutional Class shares, for any Natixis Fund that offers Class Y shares or for Class A shares of the Natixis Cash Management Trust.
Exchanges may be effected by (1) making a telephone request by calling 800-633-3330, provided that a special authorization form is on file with the Funds or (2) sending a written exchange request to Loomis Sayles Funds accompanied by an account application for the appropriate fund. The Trusts reserve the right to modify this exchange privilege without prior notice. An exchange constitutes a sale of shares for federal income tax purposes on which the investor may realize a capital gain or loss.
All exchanges are subject to the eligibility requirements of the fund into which you are exchanging and any other limits on sales of or exchanges into that fund. The exchange privilege may be exercised only in those states where shares of such funds may be legally sold. Each Fund reserves the right to suspend or change the terms of exchanging shares. Each Fund and the Distributor reserve the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interests of the Fund's other shareholders or possibly disruptive to the management of the Fund.
An exchange transaction is a redemption of shares and is subject to the redemption fee policy. See the section "Redemptions."
As stated in each Fund's Prospectus, the Funds and the Distributor reserve the right to reject any purchase or exchange order for any reason. When a purchase or exchange order is rejected, the Fund or the Distributor will send notice to the prospective investor or the investor's financial intermediary promptly after receipt of the rejected order.
Individual Retirement Accounts ("IRAs")
IRAs may be established under a prototype plan made available by Loomis Sayles. These plans may be funded with shares of any Fund. All income dividends and capital gain distributions of plan participants must be reinvested. Plan documents and further information can be obtained from Loomis Sayles.
Check with your financial or tax adviser as to the suitability of Fund shares for your retirement plan.
Transcript Requests
Transcripts of account transactions will be provided, for a fee, at the shareholders request. Transcripts for the current calendar year and the past calendar year will be provided free of charge. Requests for transcripts for periods prior to that will be subject to a fee of $10 per transcript.
NET ASSET VALUE
The method for determining the public offering price and net asset value per share is summarized in the Prospectus.
The total net asset value or "NAV" of each class of shares of a Fund (the excess of the assets of such Fund attributable to such class over the liabilities attributable to such class) is determined at the close of regular trading (normally 4:00 p.m. Eastern time) on each day that the Exchange is open for trading. The Funds do not expect to price their shares on the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Equity securities, including closed-end investment companies and exchange traded funds, for which market quotations are readily available, are valued at market value, as reported by pricing services recommended by the investment adviser and approved by the Board of Trustees. Such pricing services generally use the security last sale price on the exchange or market where primarily traded for or, if there is no reported sale during the day, the closing bid price. Securities traded on the NASDAQ, NASDAQ Global Select Market, NASDAQ Global Market and NASDAQ Capital Market are valued at the NASDAQ Official Closing Price ("NOCP") or if lacking an NOCP, at the most recent bid quotation on the applicable NASDAQ Market. Debt securities (other than short-term obligations purchased with an original or remaining maturity of sixty days or less) are generally valued on the basis of evaluated bids furnished to the Funds by a pricing service recommended by the investment adviser and approved by the Board of Trustee, which service determines valuation for normal, institutional size-trading units of such securities using market information, transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. Broker-dealer bid quotations may also be used to value debt and equity securities where a pricing service does not price a security or where a pricing service does not provide a reliable price for the security. In instances where broker-dealer bid quotations are not available, certain securities held by the Funds may be valued on the basis of a price provided by a principal market maker. Short-term obligations purchased with an original or remaining maturity of sixty days or less are value at amortized cost, which approximates market value. Exchange traded options are valued at the average of the closing bid and ask. Futures contracts are valued at their most recent settlement price. Securities for which current market quotations are not readily available and all other assets are valued at fair value as determined in good faith by the Board of Trustees, although the actual calculations may be made by persons acting pursuant to the direction of the Board. Investments in other open-ended investment companies are valued at their net asset value each day.
Generally, trading in foreign government securities and other fixed-income securities, as well as trading in equity securities in markets outside the United States, is substantially completed each day at various times prior to
the close of the Exchange. Securities traded on a foreign exchange will be valued at their market price on the non-U.S. exchange except for securities traded on the London Stock Exchange ("British Equities"). British Equities will be valued at the official close on the London Stock Exchange. The value of other securities principally traded outside the United States will be computed as of the completion of substantial trading for the day on the markets on which such securities principally trade. Securities principally traded outside the United States will generally be valued several hours before the close of regular trading on the Exchange, generally 4:00 p.m. Eastern Time, when the Funds compute the net asset value of their shares. Occasionally, events affecting the value of securities principally traded outside the United States may occur between the completion of substantial trading of such securities for the day and the close of the Exchange, which events will not be reflected in the computation of a Fund's net asset value. If, in the determination of the Board of Trustees or persons acting at their direction, events materially affecting the value of a Fund's securities occur during such period, then these securities may be fair valued at the time the Fund determines its net asset value by or pursuant to procedures approved by the Board of Trustees. When fair valuing their securities, the Funds may, among other things, use modeling tools or other processes that may take into account factors such as securities market activity and/or significant events that occur after the close of the local market and before the time a Fund's net asset value is calculated.
Securities for which market quotations are not readily available are valued at fair value as determined in good faith by the Funds' investment adviser pursuant to procedures approved by the Boards of Trustees. Because of fair value pricing, securities may not be priced on the basis of quotations from the primary market in which they are traded but rather may be priced by another method that the Board of Trustees believes is more likely to result in a price that reflects fair value. The Funds may also value securities at fair value or estimate their value pursuant to procedures approved by the Board of Trustees in other circumstances such as when extraordinary events occur after the close of the relevant market but prior to the close of the Exchange. This may include situations relating to a single issuer (such as a declaration of bankruptcy or a delisting of the issuer's security from the primary market on which it has traded) as well as events affecting the securities markets in general (such as market disruptions or closings and significant fluctuations in U.S. and/or foreign markets).
Trading in some of the portfolio securities of some of the Funds takes place in various markets outside the United States on days and at times other than when the Exchange is open for trading. Therefore, the calculation of these Funds' net asset value does not take place at the same time as the prices of many of its portfolio securities are determined, and the value of the Fund's portfolio may change on days when the Fund is not open for business and its shares may not be purchased or redeemed.
TAXES
In General
As described in the Prospectuses, it is the policy of each Fund to pay its shareholders, as dividends, substantially all net investment income and to distribute annually all net realized long-term capital gains, if any, after offsetting any capital loss carryovers.
Ordinary income dividends and capital gain distributions are payable in full and fractional shares of the relevant class of the Funds based upon the net asset value determined as of the close of the Exchange on the record date for each dividend or distribution. Shareholders, however, may elect to receive their ordinary income dividends or capital gain distributions, or both, in cash. The election may be made at any time by submitting a written request directly to Natixis Funds. In order for a change to be in effect for any dividend or distribution, it must be received by Natixis Funds on or before the record date for such dividend or distribution.
If you elect to receive your dividends in cash and the dividend checks sent to you are returned "undeliverable" to the Fund or remain uncashed for six months, your cash election will automatically be changed
and your future dividends will be reinvested. No interest will accrue on amounts represented by uncashed dividend or redemption checks.
As required by federal law, detailed federal tax information will be furnished to each shareholder for each calendar year on or before January 31/st/ of the succeeding year.
Taxation of the Funds
Each Fund intends to elect to be treated and qualify each year as a regulated investment company under Subchapter M of the Code. In order to qualify, each Fund must, among other things, (i) derive at least 90% of its gross income in each taxable year from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in "qualified publicly traded parternerships"; (ii) diversify its holdings so that at the end of each fiscal quarter, (a) at least 50% of the value of its total assets consists of cash, U.S. government securities, securities of other regulated investment companies, and other securities limited generally, with respect to any one issuer, to no more than 5% of the value of the Fund's total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund's total assets is invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or in the securities of one or more publicly traded partnerships. and (iii) distribute with respect to each taxable year at least 90% of the sum of its taxable net investment income, net tax-exempt income, and the excess, if any, of net short-term capital gains over net long-term capital losses for such year.
In general, for purposes of the 90% gross income requirement described in
section(i) of the previous paragraph, income derived from a partnership will be
treated as qualifying income only to the extent such income is attributable to
items of income of the partnership which would be qualifying income if realized
by the regulated investment company. However, 100% of the net income derived
from an interest in a "qualified publicly traded partnership" (defined as a
partnership (x) interests in which are traded on an established securities
market or readily tradable on a secondary market or the substantial equivalent
thereof and (y) that derives less than 90% of its income from the qualifying
income described in (a)(i) of the prior paragraph) will be treated as
qualifying income. In addition, although in general the passive loss rules of
the Code do not apply to regulated investment companies, such rules do apply to
a regulated investment company with respect to items attributable to an
interest in a qualified publicly traded partnership. Finally, for purposes of
(c) above, the term "outstanding voting securities of such issuer" will include
the equity securities of a qualified publicly traded partnership. In addition,
for purposes of meeting the diversification requirement in section (ii) of the
prior paragraph, in the case of a Fund's investment in loans, the Fund shall
treat both the intermediary and the issuer of the underlying loan as an issuer.
To the extent that it qualifies for treatment as a regulated investment company, a Fund will not be subject to federal income tax on income distributed to its shareholders in a timely manner in the form of dividends (including Capital Gain Dividends, defined below). If a Fund failed to qualify as a regulated investment company accorded special tax treatment in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment.
A nondeductible excise tax at the rate of 4% will be imposed on the excess, if any, of each Fund's "required distribution" over its actual distributions in any calendar year. Generally, the "required distribution" is 98% of the Fund's ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending on October 31st plus undistributed amounts from prior years. For these purposes, each Fund will be treated as having distributed any amount for which it is subject to income tax. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so.
Taxation of Fund Distributions
For federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. Distributions of net capital gains from the sale of investments that the Fund owned for more than one year and that are properly designated by the Fund as capital gain dividends ("Capital Gain Dividends") will be taxable as long-term capital gains. Distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. Depending on the circumstances, a Fund may make such designations with respect to all, some, or none of its potentially eligible dividends and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a foreign person will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund makes a designation with respect to a payment. Foreign persons should contact their intermediaries with respect to the application of these rules to their accounts.
Distributions are taxable to shareholders even if they are paid from income or gains earned by a Fund before a shareholder's investment (and thus were included in the price the shareholder paid). Distributions are taxable whether shareholders receive them in cash or reinvest them in additional shares (other than distributions, if any, designated by a Fund as "exempt-interest dividends"). Any gain resulting from the sale or exchange of Fund shares generally will be taxable as capital gains. Distributions declared and payable by a Fund during October, November or December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for federal tax purposes as paid by the Fund and received by shareholders on December 31st of the year in which declared rather than the calendar year in which they were received.
Long-term capital gain rates applicable to individuals have been temporarily reduced - in general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate brackets - for taxable years beginning on or before December 31, 2010.
For taxable years beginning on or before December 31, 2010, "qualified
dividend income" received by an individual will be taxed at the rates
applicable to long-term capital gain. In order for some portion of the
dividends received by a Fund shareholder to be qualified dividend income, the
Fund must meet holding period and other requirements with respect to some
portion of the dividend -paying stocks in its portfolio and the shareholder
must meet holding period and other requirements with respect to the Fund's
shares. A dividend will not be treated as qualified dividend income (at either
the Fund or shareholder level) (1) if the dividend is received with respect to
any share of stock held for fewer than 61 days during the 121-day period
beginning on the date which is 60 days before the date on which such share
becomes ex-dividend with respect to such dividend (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before
such date), (2) to the extent that the recipient is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property, (3) if the
recipient elects to have the dividend income treated as investment income for
purposes of the limitation on deductibility of investment interest, or (4) if
the dividend is received from a foreign corporation that is (a) not eligible
for the benefits of a comprehensive income tax treaty with the United States
(with the exception of dividends paid on stock of such a foreign corporation
readily tradable on an established securities market in the United States) or
(b) treated as a passive foreign investment company. Income derived from
investments in fixed-income securities and REITs is not eligible for treatment
as qualified dividend income.
In general, distributions of investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to such Fund's shares. In any event, if the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income, excluding net long-term capital gain over net short-term capital loss, then 100% of the Fund's dividends (other than properly designated capital gain dividends) will be eligible to be treated as qualified dividend income.
If a Fund makes a distribution in excess of its current and accumulated "earnings and profits" in any taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholder's tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder's basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.
Sale or Redemption of Shares
The sale, exchange or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
A loss on the sale of shares held for six months or less will be disallowed for federal income tax purposes to the extent of any exempt-interest dividends received with respect to such shares and thereafter treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. Furthermore, no loss will be allowed on the sale of Fund shares to the extent the shareholder acquired other shares of the same Fund within a period beginning 30 days prior to the sale of the loss shares and ending 30 days after such sale.
Passive Foreign Investment Companies
Funds that invest in foreign securities may own shares in certain foreign investment entities, referred to as "passive foreign investment companies" ("PFICs"). In order to avoid U.S. federal income tax on distributions received from a PFIC, and an additional charge on a portion of any "excess distribution" from such companies or gain from the disposition of such shares, each Fund may elect to "mark-to-market" annually its investments in such entities and to distribute any resulting net gain to shareholders. Such gains are taxed as ordinary income. Each Fund may also elect to treat the PFIC as a "qualified electing fund" (a "QEF election"), in which case the Fund would be required to include its share of the company's income and net capital gains annually, regardless of whether it receives distributions from the company. The QEF and mark-to-market elections may require a Fund to sell securities it would have otherwise continued to hold in order to make distributions to shareholders to avoid any Fund-level tax. Income from investments in PFICs generally will not qualify for treatment as qualified dividend income.
Foreign Taxes
Funds that invest in foreign securities, such as the Loomis Sayles Global Bond Fund, may be liable to foreign governments for taxes relating primarily to investment income or capital gains on foreign securities in the Fund's portfolio. Each Fund may in some circumstances be eligible to, and in its discretion may, make an election under the Code that would allow Fund shareholders who are U.S. citizens or U.S. corporations to claim a foreign tax credit or deduction (but not both) on their U.S. income tax return for their pro rata portion of qualified taxes paid by that Fund to foreign countries in respect of foreign securities held at least a minimum period specified in the Code. If a Fund makes the election, the amount of each shareholder's distribution reported on the information returns filed by such Fund with the IRS must be increased by the amount of the shareholder's portion of the Fund's foreign tax paid. A shareholder's ability to claim all or a part of a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to certain limitations imposed by the Code.
Foreign Currency Transactions
Transactions in foreign currencies, foreign-currency denominated debt obligations and certain foreign currency options, futures contracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.
Financial Products
A Fund's investments in options, futures contracts, hedging transactions, forward contracts, swaps and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character distributions to Fund shareholders.
Certain of each Fund's hedging activities (including its transactions, if any, in foreign currencies and foreign currency denominated instruments) are likely to result in a difference between the Fund's book income and taxable income. This difference may cause a portion of the Fund's income distributions to constitute a return of capital or capital gain for tax purposes or require the Fund to make distributions exceeding book income to avoid excise tax liability and to qualify as a regulated investment company.
Securities issued or purchased at a discount and Payment-in-Kind Securities
A Fund's investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require that Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold.
Real Estate Investment Trusts
A Fund's investments in REIT equity securities may require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make required distributions, the Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). The Fund's investments in REIT equity securities may at other times result in the Fund's receipt of cash in excess of the REIT's earnings; if the Fund distributes such amounts, such distribution could constitute a return of capital to Fund shareholders for federal income tax purposes. Income from REIT securities generally will not be eligible for treatment as qualified dividend income.
Certain Investments in REITs
Some Funds may invest in real estate investment trusts ("REITs"), including REITs that hold residual interests in real estate mortgage investment conduits ("REMICs"), are themselves taxable mortgage pools ("TMPs"), or invest in TMPs. Under a notice recently issued by the IRS and Treasury regulations that have-yet to be issued but may apply retroactively, a portion of such a Fund's income from a REIT that is attributable to the REIT's residual interest in a REMIC or TMP (referred to in the Code as an "excess inclusion") will be subject to federal income tax in all events. This notice also provides, and the regulations are expected to provide, that "excess inclusion income" of a regulated investment company will generally be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC or TMP residual interest directly. Dividends paid by REITs generally will not be eligible to be treated as "qualified dividend income."
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income, thereby potentially requiring such an entity that is
allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (as defined in the Code) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. Special tax consequences apply where charitable remainder trusts invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or in TMPs. The Fund does not intend to invest in REITS in which a substantial portion of the assets will consist of residual interests in REMICs.
Tax-Exempt Shareholders
Under current law, a regulated investment company ("RIC") generally serves to block (that is, prevent the attribution to shareholder of) unrelated business taxable income ("UBTI") from being realized by its tax exempt shareholders. Nonetheless, a tax-exempt shareholder (other than a charitable remainder trust) may realize UBTI by virtue of its investments in a Fund if (i) the Fund invests in REITs that hold residual interests in real estate mortgage investment conduits (REMICs); or (ii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code section 514(b).
Under recent IRS guidance, if a charitable remainder trust (as defined in section 664 of the Code) realizes any unrelated business taxable income, it must pay an excise tax annually of an amount equal to such UBTI. However, under recent guidance, a charitable remainder trust will not realize UBTI solely by virtue of its investments in a Fund which in turn invests in REITs that hold REMICs or TMPs. Rather, if the charitable remainder trust is a shareholder in such a Fund, which recognizes "excess inclusion income," then the Fund will be subject to a tax on that portion of its "excess inclusion income" allocable to the charitable remainder trust. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the applicable charitable remainder trust, and thus reduce such shareholder's distributions for the year by the amount of the tax that relates to such shareholder's interest in the Fund.
Backup Withholding
Each Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish a Fund with a correct taxpayer identification number ("TIN"), who has under-reported dividend or interest income, or who fails to certify to a Fund that he or she is not subject to such withholding. The backup withholding rules may also apply to distributions that are properly designated as exempt-interest dividends. The backup withholding tax rate is 28% for amounts paid through 2010. The backup withholding tax rate will be 31% for amounts paid after December 31, 2010.
Non-U.S. Shareholders
Capital Gain Dividends will not be subject to withholding of Federal income tax. In general, dividends (other than Capital Gain Dividends) paid by a Fund to a shareholder that is not a "U.S. person" within the meaning of the Code (such shareholder, a "foreign person") are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, effective for taxable years of a Fund beginning before January 1, 2008, a Fund will not be required to withhold any amounts (i) with respect to distributions (other than distributions to a foreign person (w) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the foreign person is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the United States, or (z) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign person and the foreign person is a controlled foreign corporation) from U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by an individual foreign person, to the extent such distributions are properly designated by a Fund, and (ii) with respect to distributions (other than distributions to an individual foreign person who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution) of net short-term capital gains in excess of net long-term capital losses, to the extent such distributions are properly designated by the Fund.
If a beneficial holder who is a foreign person has a trade or business in the United States, and the dividends are effectively connected with the conduct by the beneficial holder of a trade or business in the United States, the dividend will be subject to U.S. federal net income taxation at regular income tax rates.
Under U.S. federal tax law, a beneficial holder of shares who is a foreign person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on Capital Gain Dividends unless (i) such gain or Capital Gain Dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or Capital Gain Dividend and certain other conditions are met.
Other Tax Matters
Special tax rules apply to investments though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax adviser to determine the suitability of shares of a fund as an investment through such plans and the precise effect of and investment on their particular tax situation.
The foregoing discussion relates solely to U.S. federal income tax law. Dividends and distributions also may be subject to state and local taxes. Shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, local and, where applicable, foreign taxes. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of the Fund, including the certification and filing requirements imposed on foreign investors in order to qualify for exemption from the backup withholding tax rates described above (or a reduced rate of withholding provided by treaty).
If a shareholder recognizes a loss with respect to the Fund's shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted
from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and related regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions.
PERFORMANCE INFORMATION
Yield and Total Return
Each Fund may from time to time include its yield and total return information in advertisements or in information furnished to present or prospective shareholders. Each of the Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund and Loomis Sayles Inflation Protected Securities Fund may from time to time include the yield and/or total return of its shares in advertisements or information in advertisements or information furnished to present or prospective shareholders.
Each Fund's yield and total return will vary from time to time depending upon market conditions, the composition of its portfolios and operating expenses of the Trusts allocated to each Fund. These factors, possible differences in the methods used in calculating yield and total return, and the tax exempt status of distributions, should be considered when comparing a Fund's yield and total return to yields and total return published for other investment companies and other investment vehicles. Yield and total return should also be considered relative to changes in the value of the Fund's shares and to the relative risks associated with the investment objectives and policies of the Fund.
At any time in the future, yields and total return may be higher or lower than past yields and there can be no assurance that any historical results will continue.
Investors in the Funds are specifically advised that share prices, expressed as the net asset values per share, will vary just as yield will vary. An investor's focus on the yield of a Fund to the exclusion of the consideration of the share price of that Fund may result in the investor's misunderstanding the total return he or she may derive from the Fund.
FINANCIAL STATEMENTS
The financial statements, financial highlights and the reports of the Independent Registered Public Accounting Firm included in the Funds' annual reports dated September 30, 2007, are also incorporated herein by reference to such reports. The Funds' annual and semiannual reports are available upon request and without charge. Each Fund will send a single copy of its annual and semiannual report to an address at which more than one shareholder of record with the same last name has indicated that mail is to be delivered. Shareholders may request additional copies of any annual or semiannual report by telephone at 800-633-3330, by writing Loomis Sayles Funds, P.O. Box 219594, Kansas City, MO 61421-9594 or by visiting the Funds' website at www.loomissayles.com. The annual and semiannual reports are also available on-line at the SEC's website at www.sec.gov.
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
The Funds may make use of average portfolio credit quality standards to assist institutional investors whose own investment guidelines limit their investments accordingly. In determining a Fund's overall dollar-weighted average quality, unrated securities are treated as if rated, based on the adviser's view of their comparability to rated securities. A Fund's use of average quality criteria is intended to be a guide for those investors whose investment guidelines require that assets be invested according to comparable criteria. Reference to an overall average quality rating for a Fund does not mean that all securities held by the Fund will be rated in that category or higher. A Fund's investments may range in quality from securities rated in the lowest category in which the Fund is permitted to invest to securities rated in the highest category (as rated by Fitch, Moody's, or S&P or, if unrated, determined by the adviser to be of comparable quality). The percentage of a Fund's assets invested in securities in a particular rating category will vary. Following is a description of Fitch, Moody's and S&P's ratings applicable to fixed-income securities.
Moody's Investors Service, Inc.
Long-Term Obligations Ratings
Moody's long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in or very near default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated class od bonds and are typically in default, with little prospect for recovery of principal or interest.
Moody's appends numerical modifiers, 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Short-Term Ratings
Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moody's employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
Standard & Poor's Ratings Services
Issue Credit Rating Definitions
A S&P's issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor's from other sources it considers reliable. Standard & Poor's does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days, including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based, in varying degrees, on the following considerations: likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
The issue rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) Accordingly, in the case of junior debt, the rating may not conform exactly with the category definition.
Corporate and Municipal Bond Ratings
Investment-grade
AAA: An obligation rated AAA has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated AA differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB: An obligation rated BB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Speculative Grade
Obligations rated BB, B, CCC, CC, and are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
D: An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
pr: The letter "pr" indicates that the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the debt being rated indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
r: The 'r' modifier was assigned to securities containing extraordinary risks, particularly market risk, that are not covered in the credit rating. The absence of an 'r' modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poor's discontinued use of the 'r' modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.
N.R.: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Commercial Paper Rating Definitions
A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded into several categories, ranging from A for the highest quality obligations to D for the lowest. These categories are as follows:
A-1: This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated 'A-1'.
A-3: Issues carrying this designation have an adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances that obligations carrying the higher designations.
B: Issues rated `B' are regarded as having only speculative capacity for timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
D: Debt rated `D' is in payment default. The `D' rating category is used when interest payments of principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will be made during such grace period.
Fitch Investor Services, Inc
Credit Ratings
Fitch's credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving their money back in accordance with the terms on which they invested. Fitch's credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The use of credit ratings defines their function: "investment grade" ratings
(international Long-term 'AAA' to 'BBB-' categories; Short-term 'F1' to'F3')
indicate relatively low to moderate credit risk, while those in the
"speculative" or "non investment grade" categories (international Long-term
'BB+' to 'D'; Short-term 'B' to 'D') either signal a higher level of credit
risk or that a default has already occurred. Credit ratings express risk in
relative rank order, which is to say they are ordinal measures of credit risk
and are not predictive of a specific frequency of default or loss.
Depending on their application, credit ratings address benchmark measures of probability of default as well relative expectations of loss given default. For example, issuers are typically assigned Issuer Default Ratings that are relative measures of default probability. Similarly, short-term credit ratings give primary consideration to the likelihood that obligations will be met on a timely basis. Securities, however, are rated taking into consideration probability of default and loss given default. As a result, for entities such as corporations security ratings may be rated higher, lower or the same as
the issuer rating to reflect expectations of the security's relative recovery prospects, as well as differences in ability and willingness to pay. While recovery analysis plays an important role throughout the ratings scale, it becomes a more critical consideration for below investment-grade securities and obligations, particularly at the lower end of the non-investment-grade ratings scale where Fitch often publishes actual Recovery Ratings, that are complementary to the credit ratings.
Structured finance ratings typically are assigned to each individual security or tranche in a transaction, and not to an issuer. Each structured finance tranche is rated on the basis of various stress scenarios in combination with its relative seniority, prioritization of cash flows and other structural mechanisms.
International Long-Term Credit Ratings
International Long-Term Credit Ratings (LTCR) may also be referred to as Long-Term Ratings. When assigned to most issuers, it is used as a benchmark measure of probability of default and is formally described as an Issuer Default Rating (IDR). The major exception is within Public Finance, where IDRs will not be assigned as market convention has always focused on timeliness and does not draw analytical distinctions between issuers and their underlying obligations. When applied to issues or securities, the LTCR may be higher or lower than the issuer rating (IDR) to reflect relative differences in recovery expectations.
The following rating scale applies to foreign currency and local currency ratings:
Investment Grade
AAA
Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA
Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
BBB
Good credit quality. 'BBB' ratings indicate that there are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
Speculative Grade
BB
Speculative
'BB' ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B Highly speculative
[ ] For issuers and performing obligations, 'B' ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
[ ] For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of 'RR1' (outstanding).
CCC
[ ] For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
[ ] For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of 'RR2' (superior), or 'RR3' (good) or 'RR4' (average).
CC
[ ] For issuers and performing obligations, default of some kind appears probable.
[ ] For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of 'RR4' (average) or 'RR5' (below average).
C [ ] For issuers and performing obligations, default is imminent.
[ ] For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of 'RR6' (poor).
RD
Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
D Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
- failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; - the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or - the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated 'D' upon a default. Defaulted and distressed obligations typically are rated along the continuum of 'C' to 'B' ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation's documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the 'B' or 'CCC-C' categories.
Default is determined by reference to the terms of the obligations' documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation's documentation, or where it believes that default ratings consistent with Fitch's published definition of default are the most appropriate ratings to assign.
International Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.
B Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions.
C High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
RD
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other obligations.
D Indicates an entity or sovereign that has defaulted on all of its financial obligations.
Notes to International Long-Term and Short-Term ratings:
The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' Long-term rating category, to categories below 'CCC', or to Short-term ratings other than 'F1'. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for a potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
Rating Outlook: An Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are 'stable' could be upgraded or downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
Program ratings (such as the those assigned to MTN shelf registrations) relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
Variable rate demand obligations and other securities which contain a short-term 'put' or other similar demand feature will have a dual rating, such as AAA/F1+. The first rating reflects the ability to meet long-term principal and interest payments, whereas the second rating reflects the ability to honor the demand feature in full and on time.
Interest Only
Interest Only ratings are assigned to interest strips. These ratings do not
address the possibility that a security holder might fail to recover some or
all of its initial investment due to voluntary or involuntary principal
repayments.
Principal Only
Principal Only ratings address the likelihood that a security holder will
receive their initial principal investment either before or by the scheduled
maturity date.
Rate of Return
Ratings also may be assigned to gauge the likelihood of an investor receiving a
certain predetermined internal rate of return without regard to the precise
timing of any cash flows.
'PIF'
The tranche has reached maturity and has been "paid-in-full", regardless of whether it was amortized or called early. As the issue no longer exist, it is therefore no longer rated.
'NR'
Denotes that Fitch Ratings does not publicly rate the associated issue or issuer or issue.
'WD': Indicates that the rating has been withdrawn and is no longer maintained by Fitch.
Registration Nos. 333-22931 811-8282
LOOMIS SAYLES FUNDS I
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation.
(1) The Registrant's First Amended and Restated Agreement and Declaration of Trust dated June 22, 2005 (the "Agreement and Declaration") is incorporated by reference to exhibit (a)(1) to post-effective amendment ("PEA") No. 29 to the initial registration statement ("Registration Statement") filed on June 30, 2005.
(b) By-Laws.
(1) The Registrant's Amended and Restated By-Laws dated June 22, 2005 (the "By-laws") are incorporated by reference to exhibit (b)(1) to PEA No. 29 to the Regulation Statement filed on June 30, 2005.
(c) Instruments Defining Rights of Security Holders.
Rights of shareholders as described in Article III, Section 4 of the Agreement and Declaration is incorporated by reference to exhibit (a)(1) to PEA No. 29 to the Regulation Statement filed on June 30, 2005.
(d) Investment Advisory Contracts.
(1) Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Loomis Sayles Fixed Income Fund, and Loomis, Sayles & Company, L.P. ("Loomis Sayles") is incorporated by reference to exhibit (d)(4) to PEA No. 12 to the Registration Statement filed on January 30, 2001.
(2) Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Loomis Sayles Institutional High Income Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(5) to PEA No. 12 to the Registration Statement filed on January 30, 2001.
(3) Advisory Agreement dated October 30, 2000 between Registrant on behalf of Loomis Sayles Intermediate Duration Fixed Income Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(6) to PEA No. 15 to the Registration Statement filed on January 30, 2002.
(i) Addendum dated July 1, 2005 to Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Loomis Sayles Intermediate Duration Fixed Income Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(3)(i) to PEA No. 30 to the Registration Statement filed on January 30, 2006.
(4) Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Loomis Sayles Investment Grade Fixed Income Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(7) to PEA No. 12 to the Registration Statement filed on January 30, 2001.
(5) Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Bond Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(9) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(i) Addendum dated July 1, 2005 to Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Bond Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(5)(i) to PEA No. 30 to the Registration Statement filed on January 30, 2006.
(ii) Addendum dated December 1, 2007 to Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Bond Fund, and Loomis Sayles is filed herewith.
(6) Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Global Bond Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(10) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(i) Addendum dated July 1, 2005 to Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Global Bond Fund, and Loomis Sayles incorporated by reference to exhibit (d)(6)(i) to PEA No. 30 to the Registration Statement filed on January 30, 2006.
(ii) Addendum dated July 1, 2007 to Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Global Bond Fund, and Loomis Sayles is filed herewith.
(7) Advisory Agreement dated September 12, 2003 between the Registrant on behalf of Loomis Sayles Small Cap Value Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(11) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(8) Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Inflation Protected Securities Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(12) to PEA No. 22 to the Registrant Statement filed on November 28, 2003.
(i) Addendum dated July 1, 2005 to Advisory Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Inflation Protected Securities Fund, and Loomis Sayles is incorporated by reference to exhibit (d)(8)(i) to PEA No. 30 to the Registration Statement filed on January 30, 2006.
(9) Advisory Agreement dated April 1, 2004 between the Registrant, on behalf of Loomis Sayles High Income Opportunities Fund, and Loomis Sayles is incorporated by reference to exhibit (b)(2) to PEA No. 26 to the Registration Statement filed on December 2, 2004.
(10) Advisory Agreement between dated July 1, 2005 between the
Registrant, on behalf of Loomis Sayles Securitized Asset Fund,
and Loomis Sayles is incorporated by reference to exhibit
(d)(10) to PEA No. 30 to the Registration Statement filed on
January 30, 2006.
(e) Underwriting Contracts.
(1) Distribution Agreement dated July 1, 2003 between the
Registrant, on behalf of Loomis Sayles Fixed Income Fund, Loomis
Sayles Institutional High Income Fund, Loomis Sayles
Intermediate Duration Fixed Income Fund and Loomis Sayles
Investment Grade Fixed Income Fund, and Natixis Distributors,
L.P. (formerly IXIS Asset Management Distributors, L.P.)
("Natixis Distributors") is incorporated by reference to exhibit
(e)(1) to PEA No. 20 filed on September 10, 2003.
(2) Distribution Agreement dated September 12, 2003 between the Registrant, on behalf of Loomis Sayles Bond Fund, Loomis Sayles Global Bond Fund, Loomis Sayles Small Cap Value Fund and Loomis Sayles Inflation Protected Securities Fund and Natixis Distributors is incorporated by reference to exhibit (e)(2) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(3) Form of Dealer Agreement used by Natixis Distributors is filed herewith. (4) Distribution Agreement dated April 1, 2004 between the Registrant, on behalf of Loomis Sayles High Income Opportunities Fund, and Natixis Distributors is incorporated by reference to exhibit (b)(2) to PEA No. 26 to the Registration Statement filed on December 2, 2004. (5) Distribution Agreement dated July 1, 2005 between the Registrant, on behalf of Loomis Sayles Securitized Asset Fund, and Natixis Distributors is incorporated by reference to exhibit (e)(5) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (f) Bonus or Profit Sharing Contracts. Not applicable. (g) Custodian Agreements. (1) Custodian Contract dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I (formerly IXIS Advisor Funds Trust I), Natixis Funds Trust II (formerly IXIS Advisor Funds Trust II), Natixis Funds Trust III (formerly IXIS Advisor Funds Trust III), Natixis Funds Trust IV (formerly IXIS Advisor Funds Trust IV), Natixis Cash Management Trust (formerly IXIS Advisor Cash Management Trust), Loomis Sayles Funds II and State Street Bank and Trust Company ("State Street") is incorporated by reference to exhibit (g)(1) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (2) Amendment No. 1 dated September 15, 2006 to Master Custody Agreement dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and State Street is incorporated by reference to exhibit (g)(2) to PEA No. 31 to the Registration Statement filed on January 26, 2007. (h) Other Material Contracts. (1) (i) Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Boston Financial Data Services, Inc. ("Boston Financial") is incorporated by reference to exhibit (h)(1)(i) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (ii) First Addendum dated November 1, 2005 to the Transfer Agency and Services Agreement is incorporated by reference to exhibit (h)(1)(ii) to PEA No. 30 to the Registration Statement filed on January 30, 2006. |
(iii) Revised Appendix A dated July 17, 2006 to the Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Boston Financial is incorporated by reference to exhibit (h)(1)(iii) to PEA No. 31 to the Registration Statement filed on January 26, 2007.
(2) (i) Administrative Services Agreement dated January 3, 2005, between the Registrant on behalf of each of its series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Natixis Advisors (formerly IXIS Advisors) is incorporated by reference to exhibit (h)(2)(i) to the Registration Statement filed on January 28, 2005. (ii) Letter Agreement to Administrative Services Agreement relating to the applicability of such agreement to the Loomis Sayles Securitized Asset Fund is incorporated by reference to exhibit (h)(2)(ii) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (iii) First Amendment dated November 1, 2005 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iii) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (iv) Second Amendment dated January 1, 2006 to Administrative Services Agreement between Registrant on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iv) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (v) Third Amendment dated July 1, 2007 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Natixis Advisors is filed herewith. (vi) Fourth Amendment dated September 17, 2007 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II, Hansberger International Series and Natixis Advisors is filed herewith. (vii) Fifth Amendment dated February 1, 2008 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II, Hansberger International Series and Natixis Advisors is filed herewith. (viii) Administrative Services Fee Waiver dated October 1, 2007 between Registrant on behalf of its respective series, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series, Gateway Trust and Natixis Advisors is filed herewith. (3) Reliance Agreement for Exchange Privileges dated September 30, 2003 by and among Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and Registrant is incorporated by reference to the exhibit (h)(3) to PEA No. 22 to the Registration Statement filed on November 28, 2003. (4) Loomis Sayles Fee Waiver/Expense Reimbursement Undertakings dated January 31, 2008 between Loomis Sayles and the Registrant on behalf of its series enumerated in such undertaking is filed herewith. (5) Securities Lending Authorization Agreement dated September 1, 2005 among the Registrant, on behalf of its series enumerated on Schedule B thereto, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds II and State Street is incorporated by reference to exhibit (h)(5) to PEA No. 30 to the Registration Statement filed on January 30, 2006. (i) Legal Opinion. |
Opinion of Ropes & Gray LLP with respect to Loomis Sayles Securitized Asset Fund is incorporated by reference to exhibit (i) to PEA No. 29 to Registration Statement filed on June 30, 2005.
(j) Other Opinions.
Consent of independent registered public accounting firm is filed herewith.
(k) Omitted Financial Statements.
Not applicable.
(l) Initial Capital Agreements.
Not applicable.
(m) Rule 12b-1 Plans.
(1) Distribution Plan relating to Retail Class shares of Loomis
Sayles Bond Fund is incorporated by reference to the exhibit
(m)(2) to PEA No. 22 to the Registration Statement filed on
November 28, 2003.
(2) Distribution Plan relating to Retail Class shares of Loomis Sayles Global Bond Fund is incorporated by reference to the exhibit (m)(3) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(3) Distribution Plan relating to Retail Class shares of Loomis Sayles Small Cap Value Fund is incorporated by reference to the exhibit (m)(4) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(4) Distribution Plan relating to Admin Class shares of Loomis
Sayles Bond Fund is incorporated by reference to the exhibit
(m)(5) to PEA No. 22 to the Registration Statement filed on
November 28, 2003.
(5) Distribution Plan relating to Admin Class shares of Loomis Sayles Small Cap Value Fund is incorporated by reference to the exhibit (m)(6) to PEA No. 22 to the Registration Statement filed on November 28, 2003.
(n) Rule 18f-3 Plan
(1) Registrant's Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended, effective January 2007 is filed herewith.
(2) Registrant's Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended, effective September 2007 is filed herewith.
(p) Code of Ethics
(1) Code of Ethics for Registrant dated September 14, 2007 is filed herewith.
(2) Code of Ethics dated January 14, 2000 as amended August 1, 2007 for Loomis Sayles is filed herewith.
(3) Code of Ethics dated October 1, 2007 for Natixis Advisors and Natixis Distributors is filed herewith.
(q) Powers of Attorney
(1) Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, Richard Darman, John T. Hailer, Edward Benjamin, Robert Blanding and Sandra O. Moose dated October 18, 2004 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for each Trustee is incorporated by reference to exhibit (b)(2) to PEA No. 26 to the Registration Statement filed on December 2, 2004.
(2) Powers of Attorney for Charles D. Baker and Cynthia L. Walker dated June 2, 2005 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for each Trustee is incorporated by reference to exhibit (g)(2) to PEA No. 29 to Registration Statement on July 1, 2005.
(3) Power of Attorney for Jonathan P. Mason is incorporated by reference to exhibit (q)(3) to PEA No. 32 to Registration Statement on December 3, 2007.
Item 24. Persons Controlled by or under Common Control with the Fund.
The Registrant is not aware of any person controlled by or under common control with any of its series.
As of January 4, 2008, the persons listed below owned 25% or more of the outstanding voting securities of one or more series of the Registrant and thus may be deemed to "control" the series within the meaning of section 2(a)(9) of the Investment Company Act of 1940, as amended: *
Percentage of shares Fund Shareholder and Address held ---- -------------------------------- ---------- Loomis Sayles Bond Fund Charles Schwab & Co Inc 40.85% Attn Mutual Fund Dept 101 Montgomery St San Francisco, CA 94104-4151 Loomis Sayles Global Bond Fund Charles Schwab & Co Inc 34.32% Attn Mutual Fund Dept 101 Montgomery St San Francisco, CA 94104-4151 Loomis Sayles Inflation Protected Securities Fund Charles Schwab & Co Inc 29.73% Attn Mutual Fund Dept 101 Montgomery St San Francisco, CA 94104-4151 Loomis Sayles Intermediate Duration Fixed Income Fund Curry College 36.17% 1071 Blue Hill Avenue Milton, MA 02186-2395 |
Trustees of Clark University 26.05% Attn: James Collins 950 Main Street Worcester, MA 01610-1477 Loomis Sayles Securitized Asset Fund Merrill Lynch Pierce Fenner & 56.22% Smith Inc. For The Sole Ben Of Its Customers Attn Fund Administration ML#97144 4800 Deer Lake Dr East- 2/nd/ Fl Jacksonville, FL 32246-6484 Loomis Sayles Small Cap ValueFund Charles Schwab & Co Inc 26.14% Attn Mutual Fund Dept 101 Montgomery St San Francisco, CA 94104-4151 -------- |
*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 the Fund, it may be deemed to "control" the Fund within the meaning of the 1940 Act.
As of January 4, 2008, there were no persons that owned 25% or more of the outstanding voting securities of any series of the Registrant, except as noted above.
Item 25. Indemnification.
Article VII of the Registrant's Amended and Restated Agreement and Declaration of Trust and Article 5 of the Registrant's By-Laws provide for indemnification of its trustees and officers. The effect of these provisions is to provide indemnification for each of the Registrant's trustees and officers against liabilities and counsel fees reasonably incurred in connection with the defense of any legal proceeding in which such trustee or officer may be involved by reason of being or having been a trustee or officer, except with respect to any matter as to which such trustee or officer shall have been adjudicated not to have acted in good faith and in the reasonable belief that such trustee's or officer's action was in the best interest of the Registrant, and except that no trustee or officer shall be indemnified against any liability to the Registrant or its shareholders to which such trustee or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such trustee's or officer's office.
Item 26. Business and Other Connections of Investment Adviser
(a) Loomis Sayles, the investment advisor of the Registrant, provides investment advice to each series of Loomis Sayles Funds I and to other registered investment companies, organizations, and individuals.
The sole general partner of Loomis Sayles is Loomis, Sayles & Company, Inc., One Financial Center, Boston, Massachusetts 02111.
The list required by this Item 26 regarding any other business, profession, vocation or employment of a substantial nature engaged in by officers and partners of Loomis Sayles during the past two years is incorporated herein by reference to schedules A, C and D of Form ADV filed by Loomis Sayles pursuant to the Investment Advisers Act of 1940, as amended (SEC File No. 801-170; IARD/CRD No. 105377).
Item 27. Principal Underwriter
(a) Natixis Distributors, L.P. also serves as principal underwriter for:
Natixis Funds Trust I
Natixis Funds Trust II
Natixis Funds Trust III
Natixis Funds Trust IV
Natixis Cash Management Trust
Loomis Sayles Funds II
Delafield Fund, Inc.
Hansberger Institutional Series
Gateway Trust
(b) The general partner and officers of the Registrant's principal underwriter, Natixis Distributors, L.P., and their addresses are as follows:
Positions and Offices Positions and Offices Name with Principal Underwriter with Registrant ---- -------------------------- ---------------------- Natixis Distribution General Partner None Corporation John T. Hailer President and Chief President and Trustee Executive Officer Coleen Downs Dinneen Senior Vice President, Secretary, Clerk and General Counsel, Secretary Chief Legal Officer and Clerk Russell Kane Chief Compliance Officer Chief Compliance for Mutual Funds, Senior Officer, Anti-Money Vice President, Deputy Laundering Officer and General Counsel, Assistant Assistant Secretary Secretary and Assistant Clerk Michael Kardok Senior Vice President Treasurer, Principal Financial and Accounting Officer Anthony Loureiro Senior Vice President, None Chief Compliance Officer-Broker/Dealer and Anti-Money Laundering Compliance Officer Beatriz Pina Smith Senior Vice President, None Treasurer and Chief Financial Officer Marilyn Rosh Vice President and None Controller Jeremiah Chafkin Executive Vice President None Robert Krantz Executive Vice President None Peter Martin Executive Vice President None |
Sharon Wratchford Executive Vice President None Executive Vice President and Chief None Diane Whelan Information Officer David Allison Senior Vice President None John Bearce Senior Vice President None William Butcher Senior Vice President None Matthew Coldren Senior Vice President None Mark Doyle Senior Vice President None Robert Hussey Senior Vice President None David Lafferty Senior Vice President None Caren Leedom Senior Vice President None Dan Lynch Senior Vice President None Ian MacDuff Senior Vice President None Maureen O'Neill Senior Vice President None Elizabeth Puls-Burns Senior Vice President None Matt Raynor Senior Vice President None Susannah Wardly Senior Vice President None |
The principal business address of all the above persons or entities is 399 Boylston Street, Boston, MA 02116.
Item 28. Location of Accounts and Records
The following companies maintain possession of the documents required by the specified rules:
For all series of Registrant:
(i) Loomis Sayles Funds I 399 Boylston Street Boston, MA 02116
(ii) Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
(iii) Boston Financial Data Services 2 Heritage Drive, 4/th/ Floor North Quincy, MA 02171
(iv) State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110
(v) Natixis Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
Item 29. Management Services
None.
Item 30. Undertakings
(a) The Registrant undertakes to provide a copy of the annual report of any of its series to any person who receives a prospectus for such series and who requests the annual report.
LOOMIS SAYLES FUNDS I
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all requirements for effectiveness of this Post-Effective Amendment ("PEA") No. 33 to its Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this PEA No. 33 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on the 25th day of January, 2008.
LOOMIS SAYLES FUNDS I
By: /s/ JOHN T. HAILER ------------------------------ John T. Hailer Executive Vice President |
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this amendment to the Registration Statement of the Registrant has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ MICHAEL KARDOK Treasurer January 28, 2008 --------------------------- Michael Kardok /s/ GRAHAM T. ALLISON, JR.* Trustee January 28, 2008 --------------------------- Graham T. Allison, Jr. /s/ CHARLES D. BAKER* Trustee January 28, 2008 --------------------------- Charles D. Baker /s/ EDWARD A. BENJAMIN* Trustee January 28, 2008 --------------------------- Edward A. Benjamin /s/ ROBERT J. BLANDING* Trustee January 28, 2008 --------------------------- Robert J. Blanding /s/ DANIEL M. CAIN* Trustee January 28, 2008 --------------------------- Daniel M. Cain /s/ JOHN T. HAILER Trustee, Executive Vice January 28, 2008 --------------------------- President John T. Hailer |
/s/ JONATHAN P. MASON* Trustee January 28, 2008 ---------------------- Jonathan P. Mason /s/ SANDRA O. MOOSE* Trustee, Chairperson of the January 28, 2008 ---------------------- Board Sandra O. Moose /s/ CYNTHIA L. WALKER* Trustee January 28, 2008 ---------------------- Cynthia L. Walker *By: /s/ COLEEN DOWNS DINNEEN ------------------------------ Coleen Downs Dinneen Attorney-In-Fact**/*** January 28, 2008 |
** Powers of Attorney are incorporated by reference to exhibit (q) to PEA No. 26 to the Registration Statement filed on December 2, 2004.
*** Powers of Attorney for Charles D. Baker and Cynthia L. Walker are incorporated by reference to exhibit (q)(2) to PEA No. 29 to the Registration Statement filed on July 1, 2005.
**** Power of Attorney for Jonathan P. Mason incorporated by reference to exhibit (q)(3) to PEA No. 32 to the Registration Statement filed on December 3, 2007.
Loomis Sayles Funds I
Exhibit Index
Exhibits for Item 23 of Form N-1A
Exhibit Exhibit Description ------- ------------------------------------- (d)(5)(ii) Addendum to Advisory Agreement (d)(6)(ii) Addendum to Advisory Agreement (e)(3) Form of Dealer Agreement Third Amendment to Administrative (h)(2)(v) Services Agreement Fourth Amendment to Administrative (h)(2)(vi) Services Agreement Fifth Amendment to Administrative (h)(2)(vii) Services Agreement (h)(2)(viii) Administrative Fee Waiver Loomis Sayles Fee Waiver/Expense Reimbursement Undertakings dated (h)(4)(i) February 1, 2008 (j) Consent of PwC (n)(i) 18f-3 Plan, effective January 2007 (n)(ii) 18f-3 Plan, effective September 2007 Registrants Code of Ethics dated (p)(1) 9/14/07 Loomis Sayles Code of Ethics dated (p)(2) 8/1/07 Natixis Advisors and Natixis Distributors Code of Ethics dated (p)(3) 10/1/07 |
(d)(5)(ii)
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
December 1, 2007
Loomis Sayles Funds I
Loomis Sayles Bond Fund
399 Boylston Street
Boston, MA 02116
Attn: Michael C. Kardok, Treasurer
Re: Loomis Sayles Bond Fund Advisory Agreement Addendum
Dear Mr. Kardok:
The Advisory Agreement dated September 12, 2003 between Loomis Sayles Funds I (the "Trust"), with respect to its Loomis Sayles Bond Fund (the "Series"), and Loomis, Sayles & Company, L.P. (the "Adviser") is hereby revised, effective December 1, 2007, to delete Section 7 and to replace it with the following:
7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of 0.60% of the first $3 billion of the average daily net assets of the Series, 0.50% of the next $12 billion of such assets and 0.49% over $15 billion of such assets, respectively, or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series.
To indicate your approval and acceptance of the terms of this letter, please sign below where indicated.
Loomis, Sayles & Company, L.P.
By: Loomis, Sayles & Company, Inc., its general partner
By: /s/ Kevin Charleston ------------------------- Name: Kevin Charleston Title: Director |
ACCEPTED AND AGREED TO:
Loomis Sayles Funds I, on behalf of
Loomis Sayles Bond Fund
By: /s/ Michael C. Kardok ------------------------- Michael C. Kardok Title: Treasurer Date: December 1, 2007 |
Exhibit (d)(6)(ii)
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
July 1, 2007
Loomis Sayles Funds I
Loomis Sayles Global Bond Fund
399 Boylston Street
Boston, MA 02116
Attn: Michael C. Kardok, Treasurer
Re: Loomis Sayles Global Bond Fund Advisory Agreement Addendum
Dear Mr. Kardok:
The Advisory Agreement dated September 12, 2003 between Loomis Sayles Funds I (the "Trust"), with respect to its Loomis Sayles Global Bond Fund (the "Series"), and Loomis, Sayles & Company, L.P. (the "Adviser") is hereby revised, effective July 1, 2007, to delete Section 7 and to replace it with the following:
7. As full compensation for all services rendered, facilities furnished and expenses borne by the Adviser hereunder, the Trust shall pay the Adviser compensation at the annual percentage rate of 0.60% of the first $1 billion of the average daily net assets of the Series, 0.50% of the next $1 billion of the average daily net assets of the Series and 0.48% over $2 billion of such assets, respectively, or such lesser rate as the Adviser may agree to from time to time. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Trust may from time to time determine and specify in writing to the Adviser. The Adviser hereby acknowledges that the Trust's obligation to pay such compensation is binding only on the assets and property belonging to the Series.
To indicate your approval and acceptance of the terms of this letter, please sign below where indicated.
Loomis, Sayles & Company, L.P.
By: Loomis, Sayles & Company, Inc., its general partner
By: /s/ Kevin Charlston ------------------------- Name: Kevin Charleston Title: Director |
Exhibit (e)(3)
Natixis Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
Dealer Agreement
This dealer agreement ("Dealer Agreement") is entered into between Natixis Distributors, L.P. ("our", "us", or "we") and the undersigned company ("you"). We offer to sell to you shares of each of the mutual funds distributed by us (the "Funds" and each a "Fund"), for each of which Funds we are a principal underwriter as defined in the Investment Company Act of 1940, as amended (the "Act"), and from which we have the right to purchase shares./1/
With respect to each of the Funds (except for Section 5, which applies only with respect to each Fund having in effect from time to time a service plan, service and distribution plan or other plan adopted pursuant to Rule 12b-1 under the Act):
1. In all sales of shares of the Funds you shall act as dealer for your own account, and in no transaction shall you have any authority to act as agent, except as limited agent for purposes of receiving and transmitting orders and instructions regarding the purchase, exchange and redemption of shares of your customers and employees, with no authority to act as agent for any Fund or for us.
2. You agree not to purchase any Fund shares for any customer, unless you deliver or cause to be delivered to such customer, at or prior to the time of such purchase, a copy of the then current Prospectus of the applicable Fund. You hereby represent that you understand your obligation to deliver a Prospectus to customers who purchase Fund shares pursuant to federal securities laws and you have taken all necessary steps to comply with such Prospectus delivery requirements.
3. Orders received from you will be accepted by us only at the public offering price applicable to each order, except for transactions to which a reduced offering price applies as provided in the then current Prospectus (which term as hereinafter used shall include the Statement of Additional Information) of the Fund(s). The minimum dollar purchase of shares of each Fund by any investor shall be the applicable minimum amount described in the then current Prospectus of the Fund and no order for less than such amount will be accepted hereunder. The public offering price shall be the net asset value per share plus the sales charge, if any, applicable to the transaction, expressed as a percentage of the public offering price, as determined and effective as of the time specified in the then current Prospectus of the Fund(s). The procedures relating to the handling of orders shall be subject to any instructions that we shall forward from time to time to you. All orders are subject to acceptance or rejection by us in our sole discretion. You hereby agree to comply with attached Appendix A, Policies and Procedures with Respect to Mutual Fund Trading, and Appendix B, Policies and Procedures with Respect to the Sales of Funds Offering Multiple Classes of Shares.
4. The sales charge applicable to any sale of Fund shares by you and the dealer concession or commission applicable to any order from you for the purchase of Fund shares accepted by us shall be set forth in the then current Prospectus of the Fund. You shall notify us if you are not eligible to receive a dealer concession or commission. You may be deemed to be an underwriter in connection with sales by you of shares of the Fund where you receive all or substantially all of the sales charge as set forth in the Fund's Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933.
(a) We are entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable classes of shares of the Funds, as described in the then current Prospectus. You agree that you will sell shares subject to a CDSC and that are to be held in omnibus accounts only if you are a NETWORKING participant with the National Securities Clearing Corporation and if such accounts are established pursuant to a NETWORKING Agreement.
5. Rule 12b-1 Plans. The substantive provisions of this Section 5 have been adopted pursuant to Rule 12b-1 under the Act by certain Funds, under plans pursuant to such Rule (each a "Plan").
(a) You agree to provide (i) for the Funds with a Service Plan, personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts, and (ii) for those Funds with a Service and Distribution Plan, both personal services to investors in shares of the Funds and/or services related to the maintenance of shareholder accounts and also distribution and marketing services in the promotion of Fund shares. As compensation for these services, we shall pay you, upon receipt by us from the Fund(s), a quarterly service fee or service fee and distribution fee based on the average daily net asset value of Fund shares at the rate set forth with respect to the relevant Class(es) of shares of the Fund(s) in the then current Prospectus. This fee will be based on the average daily net asset value of Fund shares which are owned of record by your firm as nominee for your customers or which are owned by those shareholders whose records, as maintained by the Fund or its agent, designate your firm as the shareholder's dealer of record. No such fee will be paid to you with respect to shares purchased by you or your customers and redeemed or repurchased by the Fund or by us as agent within seven (7) business days after the date of our confirmation of such purchase. No such fee will be paid to you with respect to any of your customers if the amount of such fee based upon the value of such customer's Fund shares would be less than $5.00. Normally, payment of such fee to you shall be made within forty-five (45) days after the close of each quarter for which such fee is payable provided, however, that any other provision of this Dealer Agreement or the Prospectuses to the contrary notwithstanding, we shall not have any obligation whatsoever to pay any amount of distribution and/or service fee with respect to shares of any Fund except to the extent, and only to the extent, that we have actually received payment of at least such amount of distribution and/or service fee from the Funds with respect to such shares pursuant to a Plan in consideration of you furnishing distribution and client services hereunder with respect to your customers that own such class of shares of such Fund
(b) You shall furnish us and the Fund with such information as shall reasonably be requested by the Trustees of the Fund with respect to the fees paid to you pursuant to this Section 5 and you shall notify us if you are not eligible to receive 12b-1 fees, including without limitation by reason of your failure to provide the services as required in this Section 5.
(c) The provisions of this Section 5 may be terminated by the vote of a majority of the Trustees of the Funds who are not interested persons of the Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates either the Fund's Distribution Contract or Underwriting Agreement with us, or this Dealer Agreement under Section 15 hereof or otherwise and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Dealer Agreement.
(d) The provisions of the Distribution Contract or Underwriting Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this Section 5 shall continue in full force and effect only so long as the continuance of the Plan, the Distribution Contract or Underwriting Agreement and these provisions are approved at least annually by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon.
6. You agree to purchase Fund shares only from us or from your customers. If
you purchase Fund shares from us, you agree that all such purchases shall be
made only: (a) to cover orders already received by you from your customers;
(b) for shares being acquired by your customers pursuant to either the exchange
privilege or the reinvestment privilege, as described in the then current
Prospectus of the Fund; (c) for your own bona fide investment; or (d) for
investments by any IRS qualified pension, profit sharing or other trust
established for the benefit of your employees or for investments in Individual
Retirement Accounts established by your employees, and if you so advise us in
writing prior to any sale of Fund shares pursuant to this subsection (d), you
agree to waive all your dealer concessions with respect to all sales of Fund
shares pursuant to this subsection (d). If you purchase shares from your
customers, you agree to pay such customers not less than the applicable
redemption price next quoted by the Fund pursuant to the procedures set forth
in the then current Prospectus of the Fund.
7. You shall sell shares only: (a) to customers at the applicable public offering price, except for shares being acquired by your customers at net asset value pursuant to either the exchange privilege or the repurchase privilege as described in the then current Prospectus of the Fund, and (b) to us as agent for the Fund at the redemption price. In such a sale to us, you may act either as principal for your own account or as agent for your customer. If you act as principal for your own account in purchasing shares for resale to us, you agree to pay your customer not less than the price that you receive from us. If you act as agent for your
customer in selling shares to us, you agree not to charge your customer more than a fair commission or fee for handling the transaction, except that you agree to receive no compensation of any kind based on the reinvestment of redemption or repurchase proceeds pursuant to the repurchase privilege, as described in the then current Prospectus of the Fund.
8. You hereby certify that all of your customers' taxpayer identification numbers ("TIN") or social security numbers ("SSN") furnished to us by you are correct and that you will not open an account without providing us with the customer's TIN or SSN. You agree to comply with the provisions of Appendix C, Policies and Procedures with Respect to Rule 22c-2.
9. You shall not withhold placing with us orders received from your customers so as to profit yourself as a result of such withholding; e.g., by a change in the net asset value from that used in determining the public offering price to your customers.
10. We will not accept from you any conditional orders for shares.
11. If any Fund shares sold to you or your customers under the terms of this
Dealer Agreement are redeemed by the Fund or repurchased by us as agent for the
Fund within seven (7) business days after the date of our confirmation of the
original purchase by you or your customers, it is agreed that you shall forfeit
your right to any dealer concession or commission received by you on such Fund
shares. We will notify you of any such repurchase or redemption within ten
(10) business days after the date thereof and you shall forthwith refund to us
the entire concession or commission allowed or paid to you on such sale. We
agree, in the event of any such repurchase or redemption, to refund to the Fund
the portion of the sales charge, if any, retained by us and, upon receipt from
you of the concession allowed to you on any Fund shares, to pay such refund
forthwith to the Fund.
12. Payment for Fund shares sold to you shall be made on or before the settlement date specified in our confirmation, at the office of our clearing agent, and by check payable to the order of the Fund, which reserves the right to delay issuance, redemption or transfer of shares until such check has cleared. If such payment is not received by us, we reserve the right, without notice, forthwith either to cancel the sale, or at our option, sell the shares ordered back to the Fund, in which case you shall bear any loss resulting from your failure to make payment as aforesaid.
13. You will also act as principal in all purchases by a shareholder for whom you are the dealer of record of Fund shares with respect to payments sent directly by such shareholder to the Shareholder Services and Transfer Agent (the "Agent") specified in the then current Prospectus of the Fund, and you authorize and appoint the Agent to execute and confirm such purchases to such shareholders on your behalf. The Agent will remit not less frequently than monthly to you the amount of any concessions due with respect to such purchases, except that no concessions will be paid to you on any transaction for which your net sales concession is less than $5.00 in any one month. You also represent that with respect to all such direct purchases by such shareholder, you may lawfully sell shares of such Fund in the state designated as such shareholder's record address.
14. No person is authorized to make any representations concerning shares of the Funds except those contained in the then current Prospectuses of the Funds and in sales literature issued by us supplemental to such Prospectuses or approved in writing by us. In purchasing shares from us, you shall rely solely on the representations contained in such Prospectuses and such sales literature. We will furnish you with additional copies of such Prospectuses and such sales literature and other releases and information issued by us in reasonable quantities upon request.
(a) If, with prior written approval from us, you use any advertisement or sales literature which has not been supplied by us, you are responsible for ensuring that the material complies with all applicable regulations and has been filed with the appropriate authorities.
(b) You shall indemnify and hold us (and our directors, officers, employees, controlling persons and agents) and the Fund and its Trustees and officers harmless from and against any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) ("Losses") incurred by us or any of them arising out of (i) your dissemination of information regarding any Fund that is alleged to contain an untrue statement of material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and that was not published or provided to you by or on behalf of us, or accurately derived from information published or provided by or on behalf of us or any of our Affiliates, (ii) any breach by you of any representation, warranty or agreement contained in this Dealer Agreement, (iii) any act or omission, including without limitation any material misstatement by you in connection with any orders or solicitation of orders for, or transactions in, shares of the Funds, or (iv) any willful misconduct or negligence on your part in the performance of, or failure to perform, your obligations under this Dealer Agreement, except to the extent such losses are caused by our breach of this Dealer Agreement or our willful misconduct or negligence in the performance, or failure to perform, our obligations under this Dealer Agreement. This Section 14 shall survive termination of this Dealer Agreement.
15. The Fund reserves the right in its discretion and we reserve the right in our discretion, without notice, to refuse any order for the purchase of Fund shares for any reason whatsoever, and to suspend sales or withdraw the offering of Fund shares (or shares of any class(es)) entirely. We reserve the right, by written notice to you, to amend, modify, cancel or assign this Dealer Agreement, including Section 5 hereof, and any appendices that are now or in the future attached to this Dealer Agreement. Notice for all purposes shall be deemed to be given when mailed or electronically transmitted to you.
16. This Dealer Agreement shall replace any prior agreement between you and us or any of our predecessor entities (including but not limited to IXIS Asset Management Distributors, L.P., CDC IXIS Asset Management Distributors, L.P., Nvest Funds Distributor, L.P., New England Funds, L.P., TNE Investment Services Corporation, and Investment Trust of Boston Distributors, Inc.) and is conditioned upon your representation and warranty that you are (i) registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and are a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") or (ii) exempt from registration as a broker/dealer under the 1934 Act. Regardless of whether you are an NASD member, you and we agree to abide by the Rules and Regulations of the NASD, including without limitation Conduct Rules 2310, 2420, 3110, 3510 and 2830, and all applicable state and federal laws, rules and regulations. You agree to notify us if you cease to be registered as a broker/dealer under the 1934 Act and a member of the NASD, or exempt from registration as a broker/dealer under the 1934 Act.
(a) You will not offer Fund shares for sale in any state (a) where they are
not qualified for sale under the blue sky laws and regulations of such state or
(b) where you are not qualified to act as a broker/dealer.
(b) In the event that you offer Fund shares outside the United States, you agree to comply with the applicable laws, rules and regulations of the foreign government having jurisdiction over such sales, including any regulations of United States military authorities applicable to solicitations to military personnel.
17. Each of the parties represents and warrants that it has enacted appropriate safeguards to protect non-public customer information. If non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with this Dealer Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Dealer Agreement and in accordance with Regulation S-P.
18. You hereby represent and certify to us, that you are aware of, and in
compliance with, all applicable anti-money laundering laws, regulations, rules
and government guidance, including the reporting, recordkeeping and compliance
requirements of the Bank Secrecy Act ("BSA"), as amended by the USA PATRIOT Act
of 2001 (the "Patriot Act"), its implementing regulations, and related
Securities and Exchange Commission and self-regulatory organization rules and
regulations. You hereby certify to us that, as required by the Patriot Act, you
have a comprehensive anti-money laundering compliance program that includes:
internal policies, procedures and controls for complying with the Patriot Act;
a designated compliance officer or officers; an ongoing training program for
appropriate employees; and an independent audit function. You also hereby
certify to us that, to the extent applicable, you are in compliance with the
economic sanctions programs administered by the U.S. Treasury Department's
Office of Foreign Assets Control ("OFAC"), and have an OFAC compliance program
that satisfies all applicable laws and regulations and sanctions programs
administered by the U.S. Treasury Department's Office of Foreign Laws and
Regulations. You represent that you have adopted a Customer Identification
Program in compliance with applicable laws, rules and regulations and will
verify the identity of customers who open accounts with you and who invest in
shares of the Funds. Except to the extent restricted by applicable law, you
hereby agree to notify the Funds promptly whenever questionable activity or
potential indications of suspicious activity or OFAC matches are detected with
respect to the Funds. You hereby undertake to notify us promptly if any of the
foregoing certifications cease to be true and correct for any reason.
19. You hereby agree that all purchases, redemptions and exchanges of shares contemplated by this Dealer Agreement shall be effected by you for your customers in accordance with each Fund's then current Prospectus, including, without limitation, the collection of any redemption fees, and in accordance with applicable laws and regulations. You agree that you will be responsible for monitoring your customers' accounts for a pattern of purchases, redemptions and/or exchanges of shares of the Funds that potentially indicates excessive trading or "market timing". You agree that, in the event that it should come to your attention that any of your customers are engaging in a pattern of purchases, redemptions and/or exchanges of Funds that potentially indicates "market timing," you shall immediately notify us of such pattern and shall cooperate fully with us in any investigation and, if deemed necessary or appropriate by us, terminating any such pattern of trading, including, without limitation, by refusing such customer's orders to purchase or exchange shares of the Funds.
20. You hereby represent that you have established and will maintain a business continuity program, in compliance with NASD Rules 3510 and 3520, designed to ensure that you will at all times fulfill your obligations as set forth in this Dealer Agreement.
21. You hereby acknowledge that each Fund and class of shares thereof may be offered and sold only in accordance with the terms and conditions set forth in the respective Fund's prospectus and statement of additional information, as may be amended from time to time.
22. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you below.
23. This Dealer Agreement together with attached appendices shall be effective when accepted by you below and shall be governed by and construed under the laws of the Commonwealth of Massachusetts.
24. This Dealer Agreement together with attached appendices shall be effective as against you and your successor in interest. All obligations, representations, warranties and covenants made and belonging to you shall be enforceable against your successor in interest to the same extent that such would be enforceable against you.
Your submission and our acceptance of an order for the Funds, or receipt by us of an executed copy of this Dealer Agreement from you represents your acknowledgement and acceptance of the terms and conditions of this Dealer Agreement and its attached appendices.
Accepted: Natixis Distributors, L.P. ---------------------------------- Dealer's Name By: Natixis Distribution Corporation, its general partner Address: Address: 399 Boylston Street ---------------------------------- Boston, MA 02116 ---------------------------------- By: By: ---------------------------------- --------------------------------- Authorized Signature of Dealer Authorized Signature -------------------------------------------- (Please print name) Date: ---------------------------------- |
Appendix A
Natixis Distributors, L.P.
Policies and Procedures with Respect to Mutual Fund Trading
You shall establish and maintain effective internal policies and controls, including operational and system controls, with respect to the processing of orders of the funds received prior to and after the close of the New York Stock Exchange - normally 4:00 p.m. Eastern Time ("Pricing Time"), for the purchase, redemption and exchange of shares of mutual funds, including the Funds.
For all transactions in the Funds, you shall follow all applicable rules and regulations and shall establish internal policies regarding the timely handling of orders for the purchase, redemption and exchange of shares of the Funds ("Fund Orders") and maintain effective internal controls over the ability to distinguish and appropriately process Fund Orders received prior to and after the Fund's Pricing Time, including operational and systems controls. Specifically, you represent as of the date of Dealer Agreement and each time that you accept a Fund Order on behalf of a Fund that:
. Your policies and procedures provide reasonable assurance that Fund Orders received by you prior to the Fund's Pricing Time are segregated from Fund Orders received by you after the Fund's Pricing Time and are properly transmitted to the Funds (or their agents) for execution at the current day's net asset value ("NAV").
. Your policies and procedures provide reasonable assurances that Fund Orders received by you after the Fund's Pricing Time are properly transmitted to the Funds (or their agents) for execution at the next day's NAV.
. Your policies and procedures provide reasonable assurance that transactional information is delivered to the Funds (or their agents) in a timely manner.
. You have designed procedures to provide reasonable assurance that policies with regard to the receipt and processing of Fund Orders are complied with. Such procedures either prevent or detect, on a timely basis, instances of noncompliance with the policies governing the receipt and processing of Fund Orders.
. Policies and procedures governing the timely handling of Fund Orders have been designed and implemented effectively by all third parties to whom you have designated the responsibility to distinguish and appropriately process Fund Orders received prior to and after the Fund's Pricing Time.
To the extent we have entered into related agreements with you regarding your handling of Fund Orders, you acknowledge and agree that this appendix shall apply to your handling of all Fund Orders, whether authorized under the Dealer Agreement or any other agreement with us or our affiliates.
Appendix B
Natixis Distributors, L.P.
Policies and Procedures with Respect to Sales of Funds Offering Multiple
Classes Of Shares
In connection with the offering of certain Funds with multiple classes of shares, one subject to a front-end sales load and a service fee or service and distribution fee ("Class A shares"), one subject to a service fee, distribution fee and a CDSC on redemptions within a period specified in the then current Prospectus of the Fund ("Class C shares"), one intended generally only for certain institutional investors and subject to no front-end sales load ("Class Y shares") and other no-load Retail, Admin and Institutional Fund shares, an investor must choose the method of purchasing shares which best suits his/her particular circumstances. To assist investors in these decisions, we have instituted the following policies with respect to orders for Fund shares. These policies apply to every entity distributing Fund shares.
1. No purchase order may be placed for Class C shares if the amount of the order equals or exceeds $1,000,000 or the order is eligible for a net asset value purchase price (i.e., no front-end sales charge) of Class A shares unless the investor indicates on the relevant section of the application that the investor has been advised of the relative advantages and disadvantages of Classes A and C shares.
2. Any purchase order for less than $1,000,000 may be for either Class A or C shares in light of the relevant facts and circumstances, including:
a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his/her shares; and
c) any other relevant circumstances such as the availability of purchase under a Letter of Intent, Breakpoints (a volume discount), or Rights of Accumulation, as described in the Prospectus.
3. Investors may purchase Class Y shares only if they meet the identity, suitability, minimum investment and other standards set forth in the Funds' then current Class Y Prospectuses.
Investors otherwise eligible to purchase Class Y shares but who will not make the initial minimum investment amount are eligible to invest in Class A or C shares. They should be advised, however, of the lower fees and expenses applicable to Class Y shares and should consider whether a larger investment, to meet the Class Y requirements, would be appropriate and desirable for their circumstances.
There are instances when purchasing one class of shares may be more appropriate than the others. For example, investors who would qualify for a significant discount from the maximum sales load on Class A shares may determine that payment of such a reduced front-end sales load and service fee is preferable to payment of a higher ongoing distribution fee. Investors making smaller investments who anticipate redeeming their shares within eight years might consider Class C shares for the same reason.
Appropriate supervisory personnel within your organization must ensure that all employees and representatives receiving investor inquiries about the purchase of shares of a Fund advise the investor of then available pricing structures offered by the Funds, and the impact of choosing one class of shares over another. You shall inform investors of available breakpoints and ensure that such investor receives access to representatives and employees within your organization to answer any inquiries that such investor may have with respect to available and applicable breakpoints. In some instances it may be appropriate for a supervisory person to discuss a purchase with the investor. This policy is effective with respect to any order for the purchase of shares of a Fund offering multiple classes of shares.
Fund and class of shares may be offered and sold only in accordance with the terms and conditions set forth in the respective Fund's prospectus and statement of additional information. Questions relating to this policy should be directed to John T. Hailer, President and Chief Executive Officer, Natixis Distributors, L.P. at (617) 449-2500.
APPENDIX C
Natixis Distributors, L.P.
Policies and Procedures with Respect to Rule 22c-2
I. Shareholder Information.
1. Agreement to Provide Information. You agree to provide to the Fund, upon written request, the taxpayer identification number ("TIN"), the Individual/International Taxpayer Identification Number ("ITIN"), or other government-issued identifier ("GII"), if known, of any or all Shareholder(s) of each account held of record by you and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by you during the period covered by the request.
2. Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as the Fund deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.
The Fund reserves the right to request the information set forth in Section I.
(1) for each trading day and you agree, if so directed by the Fund, to provide
the information.
3. Form and Timing of Response. You agree to provide, promptly upon request of
the Fund or its designee, the requested information specified in Section I.
(1). If requested by the Fund or its designee, you agree to use best efforts to
determine promptly whether any specific person about whom you have received
identification and transaction information specified in Section I. (1) is
itself a financial intermediary ("indirect intermediary") and, upon further
request of the Fund or its designee, promptly either (i) provide (or arrange to
have provided) the information set forth in Section I. (1) for those
shareholders who hold an account with an indirect intermediary or (ii) restrict
or prohibit the indirect intermediary from purchasing, in nominee name on
behalf of other persons, securities issued by the Fund. You additionally agree
to inform the Fund whether you plan to perform (i) or (ii). Responses required
by this paragraph must be communicated in writing and in a format mutually
agreed upon by the parties. To the extent practicable, the format for any
transaction information provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format.
4. Limitations on Use of Information. Fund agrees not to use the information received for marketing or any other similar purpose without your prior written consent.
5. Agreement to Restrict Trading. You agree to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund's Shares (directly or indirectly through your account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.
6. Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
7. Timing of Response. You agree to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by you.
8. Confirmation. You must provide written confirmation to the Fund that instructions have been executed. You agree to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
9. Definitions. For purposes of this schedule:
(a) The term "Fund" includes the fund's principal underwriter and transfer agent. The term does not include any "excepted funds" as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.*
(b) The term "Shares" means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by you.
(c) The term "Shareholder" means the beneficial owner of Shares, whether the Shares are held directly or by you in nominee name.
(d) Note that the term "Shareholder" may have alternative meanings as follows: (1) for Retirement Plan Recordkeepers the term "Shareholder" means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares and (2) for Insurance Companies the term "Shareholder" means the holder of interests in a variable annuity or variable life insurance contract issued by an Intermediary.
Exhibit h(2)(v)
THIRD AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of July 1, 2007, by and between IXIS Asset Management Advisors, L.P. ("IXIS Advisors"), IXIS Advisor Funds Trust I, IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds Trust IV, IXIS Advisor Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the "Trusts").
WHEREAS, IXIS Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005 (the "Agreement"), governing the terms and conditions under which IXIS Advisors provides certain administrative services to the series of the Trusts; and
WHEREAS, IXIS Advisors and the Trusts desire to amend Section 3(a) of the Agreement to implement a new breakpoint in the fee schedule and clarify the provision regarding fees for new funds; and
WHEREAS, IXIS Advisors and the Trusts desire to amend Schedule B of the Agreement to more accurately reflect the services currently provided by IXIS Advisors to the Trusts.
NOW THEREFORE, in consideration of the premises and covenants contained herein, IXIS Advisors and the Trusts hereby agree as follows:
1. a. The fee schedule, which appears in Section 3 (a)(2) of the Agreement, is amended and restated as follows:
Annualized Fee Rate Average Daily Net Assets As a % of Average Daily Net Assets ------------------------ ---------------------------------- $0 - $ 5 billion.............. 0.0675% Next $ 5 billion.............. 0.0625% Over $ 10 billion............. 0.0500% Over $ 30 billion............. 0.0450% |
b. Section 3(a)(3) is amended and restated as follows:
In addition, each fund for the first twelve months of its operation is subject to an administration fee consisting of a new fund base fee of $50,000 plus $12,500 per class (if multiple classes) and an additional $50,000 fee for each multi-manager fund. The parties understand and agree that the annual minimum set forth in paragraph (3)(a)(1) above will be reviewed annually and the parties will agree to an appropriate adjustment taking into consideration new funds added and funds liquidated or merged out of existence during the year.
2. Schedule B of the Agreement is deleted in its entirety and replaced with Schedule B attached hereto.
3. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect.
4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written.
IXIS ASSET MANAGEMENT ADVISORS, L.P.
By IXIS Asset Management Distribution Corporation, its general partner
By: /s/ John T. Hailer -------------------------- John T. Hailer, Executive Vice President |
IXIS ADVISOR FUNDS TRUST I
IXIS ADVISOR FUNDS TRUST II
IXIS ADVISOR FUNDS TRUST III
IXIS ADVISOR FUNDS TRUST IV
IXIS ADVISOR CASH MANAGEMENT TRUST
LOOMIS SAYLES FUNDS II
By: /s/ John T. Hailer -------------------------- John T. Hailer, President |
LOOMIS SAYLES FUNDS I
By: /s/ John T. Hailer -------------------------- John T. Hailer, Executive Vice President |
Schedule B
Description of Services Provided
Dated: July 1, 2007
IXIS Advisors shall perform or arrange for the performance of the following administration and clerical service:
Corporate Secretarial Services
1. provide Secretary and Assistant Secretaries for the Trusts and other officers as requested;
2. maintain general corporate calendar, tracking all legal and regulatory compliance through annual cycles;
3. prepare Board materials for quarterly Board meetings and Board committee meetings, including agenda and background materials for annual review of advisory and distribution fees, presentation of issues to the Board, prepare minutes and follow-up on matters raised at meetings;
4. maintain charter documents for the Trusts;
5. prepare organizational Board meeting materials for new Funds;
6. draft contracts, assisting in negotiation and planning, as appropriate, for example advisory, distribution and selling agreements, transfer agency and custodian agreements, 12b-1 and shareholder servicing plans and related agreements and various other agreements and amendments;
7. prepare and file proxy solicitation materials, oversee solicitation and tabulation efforts, conduct shareholder meetings and provide legal presence at meetings;
Registration and Disclosure Assistance Services
8. prepare and file amendments to the Funds' registration statement, including updating prospectuses and SAIs;
9. prepare and file prospectus and SAI supplements, as needed;
10. prepare and file other regulatory documents, including Form N-CSR, Form N-SAR, Form N-Q, Rule 24f-2 Notices, Form N-PX;
11. establish and maintain a disclosure controls and procedures program to assist in the funds' officers certification under the Sarbanes-Oxley Act of 2002;
12. obtain and file fidelity bonds and monitor compliance with Rule 17g-1 and Rule 17d-1(7) under the 1940 Act;
13. obtain and monitor directors' and officers' errors and omissions policies and Independent Trustees excess errors and omissions insurance policy;
14. prepare and file shareholder meeting materials and assist with all shareholder communications;
15. coordinate and monitor state Blue Sky qualification through an experienced vendor partner;
Rule 38a-1 Compliance Services
16. provide the Trusts' Chief Compliance Officer and other necessary staff to administer the Trusts' Compliance Program required by Rule 38a-1 under the Investment Company Act of 1940;
Legal Consulting and Planning Services
17. provide general legal advice on matters relating to portfolio management, Fund operations, mutual fund sales, development of advertising materials, changing or improving prospectus disclosure, and any potential changes in each Fund's investment policies, operations, or structure;
18. communicate significant emerging regulatory and legislative developments to the Advisor, the Trusts and the Board and provide related planning assistance;
19. develop or assist in developing guidelines and procedures to improve overall compliance by the Trusts and Funds;
20. provide advice with regard to litigation matters, routine fund examinations and investigations by regulatory agencies;
21. provide advice regarding long-term planning for the Funds, including creation of new funds or portfolios, corporate structural changes, mergers, acquisitions, and other asset gathering plans including new distribution methods;
22. maintain effective communications with fund counsel and counsel to the independent Trustees, if any;
23. create and implement timing and responsibility system for outside legal counsel when necessary to implement major projects and the legal management of such projects;
24. monitor activities and billing practices of counsel performing services for the Funds or in connection with related fund activities;
25. provide consultation and advice for resolving compliance questions along with the Advisor, its counsel, the Trusts and fund counsel;
26. provide active involvement with the management of SEC and other regulatory examinations;
27. maintain the Trusts' Code of Ethics and monitor compliance of personnel;
28. maintain the Trusts' Sarbanes-Oxley Code of Ethics and monitor compliance of personnel;
29. maintain procedures to assist the Trusts' in complying with attorney conduct rules of Sarbanes-Oxley Act of 2002
Transfer Agent Monitoring Services
30. oversight responsibility of the statement output vendor to ensure that the content of confirmations, statements, annual and semi-annual reports, disclosure statements and shareholder administrative communications conform to regulatory requirements and are distributed within the mandated time frames;
31. oversight of transfer agent activity in order to evaluate the status of regulatory compliance, protect the integrity of the funds and shareholders, search for systemic weaknesses, and examine for potential liability and fraud;
32. assist in the monitoring and review of the transfer agency anti-money laundering program to assist in the Funds' compliance with the requirements of the USA PATRIOT Act;
33. oversight of the transfer agency with respect to customer and other complaints to determine liability, facilitate resolution and promote equitable treatment of all parties;
34. consult with transfer agent and other staff regarding prospectus and SAI provisions and requirements, distribution issues including payment programs, sub-transfer agent arrangements and other regulatory issues;
Treasury Financial Services
35. provide Treasurer and Assistant Treasurers for the Trusts and other officers as requested;
36. generate portfolio schedules utilizing the Funds' custodian system;
37. create financial statements and financial highlight tables;
38. establish and maintain internal controls over financial reporting;
39. maintain and update the notes to the financials;
40. coordinate with external auditors for annual audit;
41. review financial statements for completeness, accuracy and appropriate disclosures;
42. coordinate ROCSOP adjustments with auditors;
43. determine and monitor expense accrual for each fund;
44. verify management and 12b-1 fees calculated by the Funds' custodian;
45. review fund waivers and deferrals;
46. calculate total returns for each fund and respective classes using the Fundstation system;
47. oversee and review custodial bank services including maintenance of books and records;
48. provide service bureaus with funds statistical information;
49. oversee the determination and publication of the Funds' net asset values;
50. review the calculation, submit for approval by an officer of the Funds', and arrange for the payment of the Funds' expenses;
51. oversee and review the calculation of fees paid to the Funds' service providers, including, as applicable, the Funds' investment advisers and sub-advisers, custodian, transfer agent and distributor and submit to an officer for Funds' approval;
Treasury Regulatory Services
52. prepare and file annual and semi-annual N-CSR and N-SAR forms with the SEC;
53. coordinate pre-approval of audit related services;
54. coordinate Japanese Ministry of Finance and SRS filings;
55. provide Trustees with condensed portfolio information;
56. review securities lending activity;
57. review pricing errors;
58. review fair value pricing;
59. review stale pricing;
60. review collateral segregation;
61. provide weekly summaries of pricing overrides to management;
62. provide a review of expense caps and management fee waivers to management;
63. review short sales;
64. review derivatives positions;
65. review brokerage commissions;
66. review dividends and capital gain distributions;
Treasury Tax Services
67. provide annual tax information (Form 1099) for each fund or class of shares to shareholders and transfer agents;
68. calculate distribution of capital gains, income and spill back requirements;
69. provide estimates of capital gains;
70. provide 1099 information to vendors;
71. provide service bureaus, brokers and various parties with tax information notices;
72. prepare excise tax returns;
73. prepare income tax returns;
74. prepare tax identification number filings;
75. perform IRS sub-Chapter M testing for 25% diversification (monthly), 50% diversification (monthly), 90% gross income (monthly), 90% income distribution requirement (annually), and 98% excise distribution requirement (annually);
Treasury Compliance Services
76. perform oversight review to ensure investment manager compliance with investment policies and limitations;
77. obtain and review investment manager certification on adhering to all investment policies, restrictions and guidelines;
78. monitor SEC diversification with 75% diversification test and
Section 12 diversification test;
79. periodically review designated collateral on all fund derivative and delayed delivery positions;
Treasury Special Services
80. administer review of securities lending with lending agent(s);
81. ensure periodic review of Funds for opportunities with lending and review of current income levels;
82. establish opportunities with investment manager and brokers for directed commission programs;
83. coordinate new-market registrations with advisors and sub-advisors;
84. monitor line of credit arrangement and payment of commitment fees;
85. maintain Trustee payments and monitor deferred compensation arrangements;
86.provide Trustees and vendors with Form 1099 information;
87.generate expense proformas for new products;
88.negotiate with vendors to ensure new products are brought in at the lowest costs;
89.ensure all aspects of new products are operationally ready.
Exhibit (h)(2)(vi)
FOURTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of September 17, 2007, by and between Natixis Asset Management Advisors, L.P. ("Natixis Advisors") (formerly IXIS Asset Management Advisors, L.P.), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II (collectively, the "Trusts") and Hansberger International Series ("Hansberger Series Funds").
WHEREAS, Natixis Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005 (the "Agreement"), governing the terms and conditions under which Natixis Advisors provides certain administrative services to the series of the Trusts; and
WHEREAS, the Hansberger Series Funds is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Hansberger Series Funds desire to employ Natixis Advisors to provide certain administrative services to the Hansberger Series Funds in the manner and on the terms set forth in the Agreement and Natixis Advisors wishes to perform such services; and
WHEREAS, Natixis Advisors, Hansberger Series Funds and the Trusts desire to amend Schedule A of the Agreement to reflect changes in Trust names and Portfolios and the addition of Hansberger Series Funds;
NOW THEREFORE, in consideration of the premises and covenants contained herein, Natixis Advisors, the Trusts and the Hansberger Series Funds hereby agree as follows:
1. Schedule A of the Agreement is deleted in its entirety and replaced with Schedule A attached hereto.
2. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect.
3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written.
NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By Natixis Distribution Corporation, its general partner
By: /s/ John T. Hailer -------------------------- John T. Hailer, President and Chief Executive Officer |
NATIXIS FUNDS TRUST I
NATIXIS FUNDS TRUST II
NATIXIS FUNDS TRUST III
NATIXIS FUNDS TRUST IV
NATIXIS CASH MANAGEMENT TRUST
LOOMIS SAYLES FUNDS II
HANSBERGER INTERNATIONAL SERIES
By: /s/ John T. Hailer -------------------------- John T. Hailer, President |
LOOMIS SAYLES FUNDS I
By: /s/ John T. Hailer -------------------------- John T. Hailer, Executive Vice President |
Schedule A Trust Portfolios As of: September 17, 2007
Natixis Funds Trust I CGM Advisor Targeted Equity Fund Hansberger International Fund Natixis Income Diversified Portfolio Natixis U.S. Diversified Portfolio Natixis Value Fund Loomis Sayles Core Plus Bond Fund Vaughan Nelson Small Cap Value Fund Westpeak 130/30 Growth Fund Natixis Funds Trust II Harris Associates Large Cap Value Fund Loomis Sayles Massachusetts Tax Free Income Fund Natixis Funds Trust III Harris Associates Focused Value Fund Natixis Moderate Diversified Portfolio Natixis Funds Trust IV AEW Real Estate Fund Natixis Cash Management Trust Natixis Cash Management Trust - Money Market Series 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 |
* With respect to these Funds only, paragraph 3 of the Agreement is revised to provide that Natixis Advisors shall be entitled to reasonable compensation for its services and expenses as Administrator, but Loomis, Sayles & Company, L.P. ("Loomis Sayles), the adviser to the Funds, and not Loomis Sayles Funds I, shall be responsible for payment of such compensation and expenses relating to the Funds, as agreed upon by Loomis Sayles in separate Letter Agreements dated January 3, 2005 and July 1, 2005, respectively.
Loomis Sayles Funds II
Loomis Sayles Mid Cap Growth Fund
Loomis Sayles Growth Fund
Loomis Sayles High Income Fund
Loomis Sayles Investment Grade Bond Fund
Loomis Sayles Limited Term Government and Agency Fund
Loomis Sayles Municipal Income Fund
Loomis Sayles Research Fund
Loomis Sayles Small Cap Growth Fund
Loomis Sayles Strategic Income Fund
Loomis Sayles Tax-Managed Equity Fund
Loomis Sayles Value Fund
Loomis Sayles Global Markets Fund
Hansberger International Series
Hansberger Emerging Markets Fund
Hansberger International Value Fund
Hansberger International Growth Fund
Hansberger International Core Fund
Hansberger All Countries Fund (not operational)
Exhibit (h)(2)(vii)
FIFTH AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
This Amendment made as of February 1, 2008, by and between Natixis Asset Management Advisors, L.P. ("Natixis Advisors") (formerly, IXIS Asset Management Advisors, L.P.), Natixis Funds Trust I, Natixis Funds Trust II , Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Hansberger International Series (collectively, the "Trusts").
WHEREAS, Natixis Advisors and the Trusts are parties to an Administrative Services Agreement dated January 3, 2005, (the "Agreement"), governing the terms and conditions under which Natixis Advisors provides certain administrative services to the series of the Trusts; and
WHEREAS, Natixis Advisors and the Trusts desire to amend Schedule A of the Agreement to reflect changes in Trust Portfolios;
NOW THEREFORE, in consideration of the premises and covenants contained herein, Natixis Advisors and the Trusts hereby agree as follows:
1. Schedule A of the Agreement is deleted in its entirety and replaced with Schedule A attached hereto.
2. Except as specifically superseded or modified herein, the terms and provisions of the Agreement shall continue to apply with full force and effect.
3. This Amendment may be executed in one or more counter parts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative as of the date first above written.
NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By Natixis Distribution Corporation, its general partner
By: /s/ John T. Hailer --------------------------------- John T. Hailer, President and Chief Executive Officer |
NATIXIS FUNDS TRUST I
NATIXIS FUNDS TRUST II
NATIXIS FUNDS TRUST III
NATIXIS FUNDS TRUST IV
NATIXIS CASH MANAGEMENT TRUST
LOOMIS SAYLES FUNDS II
HANSBERGER INTERNATIONAL SERIES
By: /s/ John T. Hailer ------------------------- John T. Hailer, President |
LOOMIS SAYLES FUNDS I
By: /s/ John T. Hailer --------------------------------- John T. Hailer, Executive Vice President |
Schedule A
Trust Portfolios
As of: February 1, 2008
Exhibit (h)(2)(viii)
October 1, 2007
Natixis Funds Trust I
Natixis Funds Trust II
Natixis Funds Trust III
Natixis Funds Trust IV
Natixis Cash Management Trust
Loomis Sayles Funds I
Loomis Sayles Funds II
Hansberger International Series
Gateway Trust/1/
(collectively, the "Funds")
399 Boylston Street
Boston, MA 02116
Ladies and Gentlemen:
Natixis Asset Management Advisors, L.P. ("Natixis Advisors") notifies you that it will waive its administrative services fees to be received from the Funds through June 30, 2008, by the amount of the cost savings achieved by Natixis Advisors in implementing a revised fee schedule for sub-administration services. Specifically, Natixis Advisors will waive administrative services fees each month through June 30, 2008 equivalent to the difference for such month, in dollars, between (a) the fees Natixis Advisors would have paid State Street Bank and Trust ("State Street") for sub-administrative services under the fee schedule to the Sub-Administration Agreement dated September 1, 2005, as amended January 1, 2006, and (b) the fees Natixis Advisors will pay State Street for sub-administrative services under the fee schedule to the Sub-Administration Agreement dated October 1, 2007.
We understand that we will not have the ability in later periods to recover fees waived pursuant to this arrangement. During the period covered by this Letter Agreement, the fee waiver arrangement set forth above for the Funds may only be modified by a majority vote of the "non-interested" Trustees of the Funds.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the Funds with the Securities and Exchange Commission, in accruing each Fund's expenses for purposes of calculating the net asset value per share of each Fund's series, and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.
Natixis Asset Management Advisors, L.P.
By: Natixis Distribution Corporation,
its general partner
By: /s/ JOHN T. HAILER --------------------------------- Name: John T. Hailer Title: President and Chief Executive Officer |
Exhibit (h)(4)(i)
January 31, 2008
Natixis Funds Trust I
Natixis Funds Trust II
Loomis Sayles Funds I
Loomis Sayles Funds II
399 Boylston Street
Boston, MA 02116
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
Loomis, Sayles & Company, L.P. ("Loomis Sayles") notifies you that it will waive its management fee (and, to the extent necessary, bear other expenses of the Funds listed below) through January 31, 2009 to the extent that the total annual fund operating expenses of each class of a Fund, exclusive of acquired fund fees and expenses, brokerage, interest, taxes, and organizational and extraordinary expenses, would exceed the following annual rates:
Name of Fund Expense Cap ------------ ------------------------------------ February 1, 2008 through January 31, 2009: Loomis Sayles Bond Fund 0.70% for Institutional class shares 0.95% for Retail class shares 1.20% for Admin class shares Loomis Sayles Core Plus Bond Fund* 1.00% for Class A shares 1.75% for Class B shares 1.75% for Class C shares 0.75% for Class Y shares Loomis Sayles Fixed Income Fund 0.65% for Institutional class shares Loomis Sayles Global Bond Fund 0.75% for Institutional class shares 1.00% for Retail class shares Loomis Sayles Global Markets Fund 1.25% for Class A shares 2.00% for Class C shares 1.00% for Class Y shares |
Loomis Sayles Growth Fund 1.25% for Class A shares 2.00% for Class B shares 2.00% for Class C shares 0.85% for Class Y shares Loomis Sayles High Income Fund 1.15% for Class A shares 1.90% for Class B shares 1.90% for Class C shares Loomis Sayles Inflation Protected Securities Fund 0.40% for Institutional class shares Loomis Sayles Institutional High Income Fund 0.75% for Institutional class shares Loomis Sayles Intermediate Duration Fixed Income Fund 0.40% for Institutional class shares Loomis Sayles International Bond Fund 1.10% for Class A shares 1.85% for Class C shares 0.85% for Class Y shares Loomis Sayles Investment Grade Bond Fund 0.95% for Class A shares 1.70% for Class B shares 1.70% for Class C shares 0.55% for Class Y shares 1.30% for Class J shares Loomis Sayles Investment Grade Fixed Income Fund 0.55% for Institutional class shares Loomis Sayles Limited Term 0.90% for Class A shares Government and Agency 1.65% for Class B shares 1.65% for Class C shares 0.65% for Class Y shares Loomis Sayles Massachusetts Tax Free 0.90% for Class A shares Income Fund* 1.65% for Class B shares Loomis Sayles Mid Cap Growth Fund 1.00% for Institutional class shares 1.25% for Retail class shares Loomis Sayles Municipal Income Fund 0.90% for Class A shares 1.65% for Class B shares |
Loomis Sayles Research Fund 1.25% for Class A shares 2.00% for Class B shares 2.00% for Class C shares 0.85% for Class Y shares Loomis Sayles Small Cap Growth Fund 1.00% for Institutional class shares 1.25% for Retail class shares Loomis Sayles Small Cap Value Fund 0.90% for Institutional class shares 1.15% for Retail class shares 1.40% for Admin class shares Loomis Sayles Strategic Income Fund 1.25% for Class A shares 2.00% for Class B shares 2.00% for Class C shares 1.00% for Class Y shares Loomis Sayles Tax-Managed Equity Fund 0.65% for Institutional class shares Loomis Sayles Value Fund 1.10% for Class A shares 1.85% for Class B shares 1.85% for Class C shares 0.85% for Class Y shares |
* The expense caps above account for advisory administration fees payable to Natixis Asset Management Advisors, L.P. Loomis Sayles and Natixis Asset Management Advisors, L.P. have agreed to equally bear the waiver.
With respect to each Fund, Loomis Sayles shall be permitted to recover expenses it has borne subsequent to the effective date of this agreement (whether through reduction of its management fee or otherwise) in later periods to the extent that a Fund's expenses fall below the annual rates set forth above. Provided, however, that a Fund is not obligated to pay any such deferred fees more than one year after the end of the fiscal year in which the fee was deferred.
During the periods covered by this letter agreement, the expense cap arrangement set forth above for each of the Funds may only be modified by a majority vote of the "non-interested" Trustees of the Trusts affected.
For purposes of determining any such waiver or expense reimbursement, expenses of the class of the Funds shall not reflect the application of balance credits made available by the Funds' custodian or arrangements under which broker-dealers that execute portfolio transactions for the Funds' agree to bear some portion of Fund expenses.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the above referenced Funds with the Securities
and Exchange Commission, in accruing each Fund's expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.
Loomis, Sayles & Company, L.P.
By: /s/ Kevin Charleston ------------------------------------- Name: Kevin Charleston Title: Chief Financial Officer |
Exhibit (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 33 to the registration statement on Form N-1A ("Registration Statement") of our reports dated November 21, 2007, relating to the financial statements and financial highlights which appear in the September 30, 2007 Annual Reports to Shareholders of the 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, and Loomis Sayles Small Cap Value Fund, each a series of Loomis Sayles Funds I, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Independent Registered Public Accounting Firm" in such Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 28, 2008
Exhibit (n)(i)
IXIS Advisor Cash Management Trust
IXIS Advisor Funds Trust I
IXIS Advisor Funds Trust II
IXIS Advisor Funds Trust III
IXIS Advisor Funds Trust IV
Loomis Sayles Funds I
Loomis Sayles Funds II
Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940
Effective as of January, 2007
Each series of IXIS Advisor Cash Management Trust, IXIS Advisor Funds Trust I,
IXIS Advisor Funds Trust II, IXIS Advisor Funds Trust III, IXIS Advisor Funds
Trust IV, Loomis Sayles Funds I and Loomis Sayles Funds II (each series
individually a "Fund" and such Trusts collectively the "Trusts") may from time
to time issue one or more of the following classes of shares: Class A shares,
Class B shares, Class C shares, Class J shares, Class Y shares, Admin Class
shares, Institutional Class shares and Retail Class shares. Shares of each
class of a Fund shall represent an equal pro rata interest in such Fund and,
generally, shall have identical voting, dividend, liquidation, and other
rights, preferences, powers, restrictions, limitations, qualifications and
terms and conditions, except that: (a) each class shall have a different
designation; (b) each class shall bear any Class Expenses, as defined in below;
(c) each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class, and shall have exclusive voting rights on any matter submitted
to shareholders that relates solely to that class; and (d) each class may have
different conversion and exchange rights, as described below. In addition, each
class is subject to such investment minimums and other conditions of
eligibility as are set forth in the Funds' prospectuses (including statements
of additional information) as from time to time in effect. The differences in
expenses among these classes of shares, and the conversion and exchange
features of each class of shares, are set forth below in this Plan, which is
subject to change, to the extent permitted by law and by the Declaration of
Trust and By-Laws of each Trust, by action of the Board of Trustees of each
Trust. IXIS Advisor Cash Management Trust (the "Money Market Fund") in certain
instances is treated differently. In such instances, the treatment is
specifically noted.
Initial Sales Charge
Class A shares are offered at a public offering price that is equal to their net asset value ("NAV") plus a sales charge of up to 5.75% of the public offering price (which maximum may be less for certain Funds, as described in the Funds' prospectuses as from time to time in effect). The sales charges on Class A shares are subject to reduction or waiver as
permitted by Rule 22d-1 under the Investment Company Act of 1940 (the "1940 Act") and as described in the Funds' prospectuses as from time to time in effect.
Prior to December 1, 2000, Class C shares were offered at a public offering price equal to their NAV, without an initial sales charge. From December 1, 2000 through January 31, 2004, Class C shares were offered at a public offering price that was equal to their net asset value ("NAV") plus a sales charge of 1.00% of the public offering price (which maximum may be less for certain Funds, as was described in the Funds' then effective prospectuses as may have been in effect from time to time). The sales charges on Class C shares were subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds' then effective prospectuses as may have been in effect from time to time. On and after February 1, 2004, Class C shares are offered at a public offering price equal to their NAV, without an initial sales charge.
Class J shares of the Funds are offered at a public offering price that is equal to their net asset value ("NAV") plus a front end sales charge of up to 3.50% of the public offering price (which maximum may be less for certain Funds, as described in the Fund's prospectus as from time to time in effect). The sales charges on Class J shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds' prospectuses as from time to time in effect.
Class B, Class C, Class Y, Admin Class, Retail Class and Institutional Class shares are offered at their NAV, without an initial sales charge.
Class A shares of the Money Market Fund are offered at their net asset value ("NAV"), without an initial sales charge.
Contingent Deferred Sales Charge
Purchases of Class A shares of $1 million or more, purchases of Class C shares or purchases by certain retirement plans as described in the Funds prospectuses, that are redeemed within one year from purchase are subject to a contingent deferred sales charge (a "CDSC") of 1% of either the purchase price or the NAV of the shares redeemed, whichever is less. Class A and C shares are not otherwise subject to a CDSC.
Class B shares that are redeemed within 6 years from purchase are subject to a CDSC of up to 5% (4% for shares purchased prior to May 1, 1997) of either the purchase price or the NAV of the shares redeemed, whichever is less; such percentage declines the longer the shares are held, as described in the Funds' prospectuses as from time to time in effect. Class B shares purchased with reinvested dividends or capital gain distributions are not subject to a CDSC.
The CDSC on Class A, Class B and Class C shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the Funds' prospectuses as from time to time in effect.
Class J, Class Y, Admin Class, Institutional Class and Retail Class shares are not subject to any CDSC.
Class A, Class B and Class C shares of the Money Market Fund are offered at their net asset value ("NAV"), without a CDSC.
Service, Administration and Distribution Fees
Class A, Class B, Class C, Class J, Admin Class and Retail Class shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans") for such classes. Class A, Class B, Class C, Class J, Admin Class and Retail Class shares also bear any costs associated with obtaining shareholder approval of any amendments to a 12b-1 Plan. There is no 12b-1 Plan for Class Y or Institutional Class shares. Amounts payable under the 12b-1 Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Fund as from time to time in effect.
Class A, Class B, Class C, Retail Class shares each pay, pursuant to the 12b-1 Plans, a service fee of up to .25% per annum of the average daily net assets attributable to such class (which percentage may be less for certain Funds, as described in the Funds' registration statements as from time to time in effect).
Class A shares do not pay a distribution fee pursuant to the 12b-1 Plans.
Class B and Class C shares pay, pursuant to the 12b-1 Plans, a distribution fee of up to .75% per annum of the average daily net assets attributable to such class of shares.
Class J shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to .75% of the average net assets attributable to Class J shares (which percentage may be less for certain Funds, as described in the Funds' registration statements as from time to time in effect).
Admin Class shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to .25% of the average daily net assets attributable to Admin class shares. In addition, Admin Class shares pay administrative fees to certain financial intermediaries for providing personal service and account maintenance for their customers who hold Admin class shares. These fees are paid on the average daily net assets attributable to Admin Class shares at the annual rate stated in the Funds' registration statements as from time to time in effect.
Class A, Class B and Class C shares of the Money Market Fund do not pay any distribution or service fees.
Conversion and Exchange Features
Class B shares automatically convert to Class A shares of the same Fund eight years after purchase, except that Class B shares purchased through the reinvestment of dividends and other distributions on Class B shares convert to Class A shares at the same time as the shares with respect to which they were purchased are converted. This conversion from Class B shares to Class A shares occurs once per month for all Class B shares that reach their eighth year over the course of that particular month.
A Retail Class shareholder of a Fund who accumulates shares with a value greater than or equal to the minimum investment amount for Institutional Class shares of that same Fund may, at the shareholder's option upon written notice to the Trust, convert the shareholder's Retail Class shares of that Fund into Institutional Class shares of the same Fund at NAV, provided that the shareholder would otherwise be eligible to purchase Institutional Class shares of the Fund. An Institutional Class shareholder may, upon written notice to the Trust, convert the shareholder's Institutional Class shares into Retail Class shares of the same Fund at NAV if the investment option or program through which the shareholder invests no longer permits the use of Institutional Class shares in that option or program or if the shareholder is otherwise no longer eligible to participate in Institutional Class shares, provided that the shareholder would otherwise be eligible to purchase Retail Class shares of the Fund.
Class A, Class C, Class Y, Class J or Admin Class shares do not convert to any other class of shares.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class A shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class A shares of any other Fund that offers Class A shares without the payment of a sales charge, except that if Class A shares of a Fund are exchanged for shares of a Fund with a higher sales charge, then the difference in sales charges must be paid on the exchange. The holding period for determining any CDSC will include the holding period of the shares exchanged. Class A shares of the Money Market Fund on which no sales charge was previously paid or for which no holding period for purposes of determining the applicable CDSC may be exchanged for Class A shares of any other Funds on the basis of relative net asset value plus the sales charge applicable to initial purchases of Class A shares of the other Fund into which the shareholder is exchanging, and the holding period for purposes of determining the CDSC will commence at the time of the exchange.
Class A shares of a Fund acquired in connection with certain deferred compensation plans offered by New England Life Insurance Company ("NELICO") and its affiliates to any of their directors, senior officers, agents or general agents may be exchanged, at the holder's option and with the consent of NELICO, for Class Y shares of the same Fund or for Class Y shares of any other Fund that offers Class Y shares.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class B shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class B shares of any other Fund that
offers Class B shares, without the payment of a CDSC. The holding period for determining the CDSC and the conversion to Class A shares will include the holding period of the shares exchanged. Class B shares of any Fund may also be exchanged for Class B shares of the Money Market Fund, without the payment of a CDSC, in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class A shares of a Fund other than the Money Market Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. If such Money Market Fund shares are exchanged for Class B shares of a Fund other than the Money Market Fund, no CDSC will apply to the exchange, and the holding period for the acquired shares will include the holding period of the shares that were exchanged for the Money Market Fund shares (but not the period during which the Money Market Fund shares were held). Class B shares of the Money Market Fund may be exchanged for Class B shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. For purposes of computing the CDSC payable upon redemption of shares acquired by such exchange, and the conversion of such shares to Class A shares, the holding period of any other Fund's shares that were exchanged for Class B shares of the Money Market Fund is included, but the holding period of the Class B shares of the Money Market Fund is not included.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class C shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class C shares of any other Fund that offers Class C shares, without payment of a CDSC. The holding period for determining the CDSC will include the holding period of the shares exchanged. Class C shares may also be exchanged for Class C shares of the Money Market Fund without the payment of a CDSC in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class C shares of a Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. Class C shares of the Money Market Fund may be exchanged for Class C shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. Class C shares in accounts of a Money Market Fund that were established prior to December 1, 2000 or that had previously been subject to a sales charge or that are established after January 31, 2004, may be exchanged for Class C shares of a Fund without a sales charge. Class C shares in accounts of a Money Market Fund established on or after December 1, 2000 and through January 31, 2004 may have been exchanged into Class C shares of a Fund subject to the Fund's applicable sales charge and CDSC.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class J shares of any Fund may be exchanged, at the holder's option and
subject to minimum investment requirements, for Class J shares of any other Fund that offers Class J shares without the payment of a sales charge.
To the extent provided in the registration statement of the relevant Fund as
from time to time in effect, Class Y shares of any Fund may be exchanged, at
the holder's option and subject to minimum investment requirements, (i) for
Class Y shares of any other Fund that offers Class Y shares, (ii) for
Institutional Class of any other Fund that offers Institutional Class or
(iii) for Class A shares of the Money Market Fund that does not offer Class Y
shares or Institutional Class shares to the general public.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Admin Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Admin Class shares of any other Fund that offers Admin Class shares without the payment of a sales charge. Admin Class shares may also be exchanged for Class A shares of the Money Market Fund.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Institutional Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, (i) for Institutional Class shares of any other Fund that offers Institutional Class shares, (ii) for Class Y shares of any other Fund that offers Class Y shares or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Retail Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Retail Class shares of any other Fund that offers Retail Class shares without the payment of a sales charge. Retail Class shares may also be exchanged for Class A shares of the Money Market Fund.
All exchanges are subject to the eligibility requirements or other restrictions of the Fund to which the shareholder is exchanging. The Funds reserve the right to terminate or limit the exchange privilege of any shareholder deemed to be engaging in market timing activity as defined in the Funds' prospectuses as from time to time in effect. The Funds may terminate or change the exchange privilege at any time upon 60 days' notice to shareholders.
Allocation of Income and Expenses
Each Class of shares pays the expenses associated with its different distribution and shareholder servicing arrangements ("Account Expenses"). Each class of shares may, at the Trustees' discretion, also pay a different share of other expenses (together with 12b-1 fees and Account Expenses, "Class Expenses"), not including advisory fees or other expenses related to the management of the Trust's assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than other classes.
The gross income of each Fund generally shall be allocated to each class on the basis of net assets. To the extent practicable, certain expenses (other than Class Expenses as defined above, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of each class of each Fund. These expenses include:
. Expenses incurred by a Trust (including, but not limited to, fees of Trustees, insurance and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund ("Trust Level Expenses"); and
. Expenses incurred by a Fund not attributable to any particular class of the Fund's shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund's assets) ("Fund Expenses").
Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. Trust Level Expenses and Fund Expenses shall be allocated among the classes of shares based on their relative net assets in relation to the net assets of the relevant Trust. Approved Class Expenses shall be allocated to the particular class to which they are attributable. However, if a Class Expense can no longer be attributed to a class, it will be charged to a Fund for allocation among classes in proportion to the net assets of each such class. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board of Trustees of the Trust in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the "Code").
Each Trust reserves the right to utilize any other appropriate method to allocate income and expenses among the classes, including those specified in Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the Independent Trustees determine that the method is fair to the shareholders of each class and consistent with the requirements of Rule 18f-3.
Exhibit (n) (ii)
Gateway Trust
Hansberger International Series
Natixis Cash Management Trust
Natixis Funds Trust I
Natixis Funds Trust II
Natixis Funds Trust III
Natixis Funds Trust IV
Loomis Sayles Funds I
Loomis Sayles Funds II
Amended and Restated Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940
Effective as of September, 2007
Each series of Gateway Trust, Hansberger International Series, Natixis Cash Management Trust, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Loomis Sayles Funds I and Loomis Sayles Funds II (each series individually a "Fund" and such Trusts collectively the "Trusts") may from time to time issue one or more of the following classes of shares: Class A shares, Class B shares, Class C shares, Class J shares, Class Y shares, Admin Class shares, Advisor Class shares, Institutional Class shares and Retail Class shares. Shares of each class of a Fund shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any Class Expenses, as defined below; (c) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class, and shall have exclusive voting rights on any matter submitted to shareholders that relates solely to that class; and (d) each class may have different conversion and exchange rights, as described below. In addition, each class is subject to such investment minimums and other conditions of eligibility as are set forth in the Funds' prospectuses (including statements of additional information) as from time to time in effect. The differences in expenses among these classes of shares, and the conversion and exchange features of each class of shares, are set forth below in this Plan, which is subject to change, to the extent permitted by law and by the Declaration of Trust and By-Laws of each Trust, by action of the Board of Trustees of each Trust. Natixis Cash Management Trust (the "Money Market Fund") and Hansberger International Series in certain instances are treated differently. In such instances, the treatment is specifically noted.
Initial Sales Charge
Class A shares are offered at a public offering price that is equal to their net asset value ("NAV") plus a sales charge of up to 5.75% of the public offering price (which maximum may be less for certain Funds, as described in the Funds' prospectuses as from time to time in effect). The sales charges on Class A shares are subject to reduction or waiver as permitted by Rule 22d-1 under the Investment Company Act of 1940 (the "1940 Act") and as described in the Funds' prospectuses as from time to time in effect.
Prior to December 1, 2000, Class C shares were offered at a public offering price equal to their NAV, without an initial sales charge. From December 1, 2000 through January 31, 2004, Class C shares were offered at a public offering price that was equal to their net asset value ("NAV") plus a sales charge of 1.00% of the public offering price (which maximum may be less for certain Funds, as was described in the Funds' then effective prospectuses as may have been in effect from time to time). The sales charges on Class C shares were subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds' then effective prospectuses as may have been in effect from time to time. On and after February 1, 2004, Class C shares are offered at a public offering price equal to their NAV, without an initial sales charge.
Class J shares of the Funds are offered at a public offering price that is equal to their net asset value ("NAV") plus a front end sales charge of up to 3.50% of the public offering price (which maximum may be less for certain Funds, as described in the Fund's prospectus as from time to time in effect). The sales charges on Class J shares are subject to reduction or waiver as permitted by Rule 22d-1 under the 1940 Act and as described in the Funds' prospectuses as from time to time in effect.
Class B, Class C, Class Y, Admin Class, Advisor Class, Retail Class and Institutional Class shares are offered at their NAV, without an initial sales charge.
Class A shares of the Money Market Fund are offered at their net asset value ("NAV"), without an initial sales charge.
Contingent Deferred Sales Charge
Purchases of Class A shares of $1 million or more, purchases of Class C shares or purchases by certain retirement plans as described in the Funds prospectuses, that are redeemed within one year from purchase are subject to a contingent deferred sales charge (a "CDSC") of 1% of either the purchase price or the NAV of the shares redeemed, whichever is less. Class A and C shares are not otherwise subject to a CDSC.
Class B shares that are redeemed within 6 years from purchase are subject to a CDSC of up to 5% (4% for shares purchased prior to May 1, 1997) of either the purchase price or the NAV of the shares redeemed, whichever is less; such percentage declines the longer the shares are held, as described in the Funds' prospectuses as from time to time in effect. Class B shares purchased with reinvested dividends or capital gain distributions are not subject to a CDSC. Effective July 30, 2007, no new accounts will be opened in Class B shares. Effective October 12, 2007, no additional investments may be made into Class B shares.
The CDSC on Class A, Class B and Class C shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the Funds' prospectuses as from time to time in effect.
Class J, Class Y, Admin Class, Institutional Class and Retail Class shares are not subject to any CDSC.
Class A, Class B and Class C shares of the Money Market Fund are offered at their net asset value ("NAV"), without a CDSC.
Service, Administration and Distribution Fees
Class A, Class B, Class C, Class J, Admin Class and Retail Class shares pay distribution and service fees pursuant to plans adopted pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans") for such classes. Class A, Class B, Class C, Class J, Admin Class and Retail Class shares also bear any costs associated with obtaining shareholder approval of any amendments to a 12b-1 Plan. There is no 12b-1 Plan for Advisor Class, Class Y or Institutional Class shares. Amounts payable under the 12b-1 Plans are subject to such further limitations as the Trustees may from time to time determine and as set forth in the registration statement of each Fund as from time to time in effect.
Class A, Class B, Class C and Retail Class shares each pay, pursuant to the 12b-1 Plans, a service fee of up to 0.25% per annum of the average daily net assets attributable to such class (which percentage may be less for certain Funds, as described in the Funds' registration statements as from time to time in effect).
Class A shares do not pay a distribution fee pursuant to the 12b-1 Plans.
Class B and Class C shares pay, pursuant to the 12b-1 Plans, a distribution fee of up to 0.75% per annum of the average daily net assets attributable to such class of shares.
Class J shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to 0.75% of the average net assets attributable to Class J shares (which percentage may be less for certain Funds, as described in the Funds' registration statements as from time to time in effect).
Admin Class shares pay, pursuant to the 12b-1 Plans, distribution and service fees of up to 0.25% of the average daily net assets attributable to Admin class shares. In addition, Admin Class shares pay administrative fees to certain financial intermediaries for providing personal service and account maintenance for their customers who hold Admin class shares. These fees are paid on the average daily net assets attributable to Admin Class shares at the annual rate stated in the Funds' registration statements as from time to time in effect.
Class A, Class B and Class C shares of the Money Market Fund do not pay any distribution or service fees.
Conversion and Exchange Features
Class B shares automatically convert to Class A shares of the same Fund eight years after purchase, except that Class B shares purchased through the reinvestment of dividends and other distributions on Class B shares convert to Class A shares at the same time as the shares with respect to which they were purchased are converted. This conversion from Class B shares to Class A shares occurs once per month for all Class B shares that reach their eighth year over the course of that particular month.
A Retail Class shareholder of a Fund who accumulates shares with a value greater than or equal to the minimum investment amount for Institutional Class shares of that same Fund may, at the shareholder's option upon written notice to the Trust, convert the shareholder's Retail Class shares of that Fund into Institutional Class shares of the same Fund at NAV, provided that the shareholder would otherwise be eligible to purchase Institutional Class shares of the Fund. An Institutional Class shareholder may, upon written notice to the Trust, convert the shareholder's Institutional Class shares into Retail Class shares of the same Fund at NAV if the investment option or program through which the shareholder invests no longer permits the use of Institutional Class shares in that option or program or if the shareholder is otherwise no longer eligible to participate in Institutional Class shares, provided that the shareholder would otherwise be eligible to purchase Retail Class shares of the Fund.
Class A, Class C, Class Y, Class J, Admin Class, Advisor Class shares or Institutional Class shares of Hansberger International Series do not convert to any other class of shares.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class A shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class A shares of any other Fund that offers Class A shares without the payment of a sales charge, except that if Class A shares of a Fund are exchanged for shares of a Fund with a higher sales charge, then the difference in sales charges must be paid on the exchange. The holding period for determining any CDSC will include the holding period of the shares exchanged. Class A shares of the Money Market Fund on which no sales charge was previously paid or for which no holding period for purposes of determining the applicable CDSC may be exchanged for Class A shares of any other Funds on the basis of relative net asset value plus the sales charge applicable to initial purchases of Class A shares of the other Fund into which the shareholder is exchanging, and the holding period for purposes of determining the CDSC will commence at the time of the exchange.
Class A shares of a Fund acquired in connection with certain deferred compensation plans offered by New England Life Insurance Company ("NELICO") and its affiliates to any of their directors, senior officers, agents or general agents may be exchanged, at the holder's option and with the consent of NELICO, for Class Y shares of the same Fund or for Class Y shares of any other Fund that offers Class Y shares.
Class A shares of a Fund acquired by wrap programs may be exchanged for Class Y shares of the same Fund. All Class A shares held through the specific wrap fee platform must be exchanged for Class Y shares of the same Fund.
Shareholders who held shares of the predecessor of the Gateway Fund at the time of its reorganization into the Gateway Fund may exchange their Class A shares for Class Y shares of the Gateway Fund if the shareholder's account value is $100,000 or more or if the shareholder meets the eligibility requirements of Class Y as described in the Fund's prospectus.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class B shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class B shares of any other Fund that offers Class B shares, without the payment of a CDSC. The holding period for determining the CDSC and the conversion to Class A shares will include the holding period of the shares exchanged. Class B shares of any Fund may also be exchanged for Class B shares of the Money Market Fund, without the payment of a CDSC, in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class B shares of a Fund other than the Money Market Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. If such Money Market Fund shares are exchanged for Class B shares of a Fund other than the Money Market Fund, no CDSC will apply to the exchange, and the holding period for the acquired shares will include the holding period of the shares that were exchanged for the Money Market Fund shares (but not the period during which the Money Market Fund shares were held). Class B shares of the Money Market Fund may be exchanged for Class B shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. For purposes of computing the CDSC payable upon redemption of shares acquired by such exchange, and the conversion of such shares to Class A shares, the holding period of any other Fund's shares that were exchanged for Class B shares of the Money Market Fund is included, but the holding period of the Class B shares of the Money Market Fund is not included.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class C shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class C shares of any other Fund that offers Class C shares, without payment of a CDSC. The holding period for determining the CDSC will include the holding period of the shares exchanged. Class C shares may
also be exchanged for Class C shares of the Money Market Fund without the payment of a CDSC in which case the holding period for purposes of determining the expiration of the CDSC on such shares, if any, will stop and will resume only when an exchange is made back into Class C shares of a Fund. If the Money Market Fund shares received in an exchange are subsequently redeemed for cash, they will be subject to a CDSC to the same extent that the shares exchanged would have been subject to a CDSC at the time of the exchange into the Money Market Fund. Class C shares of the Money Market Fund may be exchanged for Class C shares of any other Fund on the basis of relative net asset value, subject to the CDSC schedule of the Fund acquired. Class C shares in accounts of a Money Market Fund that were established prior to December 1, 2000 or that had previously been subject to a sales charge or that are established after January 31, 2004, may be exchanged for Class C shares of a Fund without a sales charge. Class C shares in accounts of a Money Market Fund established on or after December 1, 2000 and through January 31, 2004 may have been exchanged into Class C shares of a Fund subject to the Fund's applicable sales charge and CDSC.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class J shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Class J shares of any other Fund that offers Class J shares without the payment of a sales charge.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Class Y shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, (i) for Class Y shares of any other Fund that offers Class Y shares, (ii) for Institutional Class of any other Fund that offers Institutional Class (except Funds that are part of the Hansberger International Series) or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Admin Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Admin Class shares of any other Fund that offers Admin Class shares without the payment of a sales charge. Admin Class shares may also be exchanged for Class A shares of the Money Market Fund.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Advisor Class shares of any fund within the Hansberger International Series may be exchanged, at the holder's option and subject to minimum investment requirements, for Advisor Class shares of any other fund within the Hansberger International Series that offers Advisor Class shares.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Institutional Class shares of any Fund (except Funds that are part of the Hansberger International Series) may be exchanged, at the holder's option and subject to minimum investment requirements, (i) for Institutional Class shares of any other Fund that offers Institutional Class shares (except Funds that are part of the Hansberger
International Series), (ii) for Class Y shares of any other Fund that offers Class Y shares or (iii) for Class A shares of the Money Market Fund that does not offer Class Y shares or Institutional Class shares to the general public. Institutional Class shares of any fund within the Hansberger International Series may be exchanged, at the holder's option and subject to minimum investment requirements, for Institutional Class shares of any other fund within the Hansberger International Series that offers Institutional Class shares.
To the extent provided in the registration statement of the relevant Fund as from time to time in effect, Retail Class shares of any Fund may be exchanged, at the holder's option and subject to minimum investment requirements, for Retail Class shares of any other Fund that offers Retail Class shares without the payment of a sales charge. Retail Class shares may also be exchanged for Class A shares of the Money Market Fund.
All exchanges are subject to the eligibility requirements or other restrictions of the Fund to which the shareholder is exchanging. The Funds reserve the right to terminate or limit the exchange privilege of any shareholder deemed to be engaging in market timing activity as defined in the Funds' prospectuses as from time to time in effect. The Funds may terminate or change the exchange privilege at any time upon 60 days' notice to shareholders.
Allocation of Income and Expenses
Each Class of shares pays the expenses associated with its different distribution and shareholder servicing arrangements ("Account Expenses"). Each class of shares may, at the Trustees' discretion, also pay a different share of other expenses (together with 12b-1 fees and Account Expenses, "Class Expenses"), not including advisory fees or other expenses related to the management of the Trust's assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than other classes.
The gross income of each Fund generally shall be allocated to each class on the basis of net assets. To the extent practicable, certain expenses (other than Class Expenses as defined above, which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of each class of each Fund. These expenses include:
. Expenses incurred by a Trust (including, but not limited to, fees of Trustees, insurance and legal counsel) not attributable to a particular Fund or to a particular class of shares of a Fund ("Trust Level Expenses"); and
. Expenses incurred by a Fund not attributable to any particular class of the Fund's shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Fund's assets) ("Fund Expenses").
Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. Trust Level Expenses and Fund Expenses shall be allocated
among the classes of shares based on their relative net assets in relation to the net assets of the relevant Trust. Approved Class Expenses shall be allocated to the particular class to which they are attributable. However, if a Class Expense can no longer be attributed to a class, it will be charged to a Fund for allocation among classes in proportion to the net assets of each such class. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board of Trustees of the Trust in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the "Code").
Each Trust reserves the right to utilize any other appropriate method to allocate income and expenses among the classes, including those specified in Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the Independent Trustees determine that the method is fair to the shareholders of each class and consistent with the requirements of Rule 18f-3.
Exhibit (p)(1)
Natixis Funds Trust I
Natixis Funds Trust II
Natixis Funds Trust III
Natixis Funds Trust IV
Natixis Cash Management Trust
Loomis Sayles Funds I
Loomis Sayles Funds II
Gateway Trust
Hansberger International Series
Dated September 14, 2007
CODE OF ETHICS
In order to ensure that all acts, practices and courses of business engaged in by personnel of the above-named trusts (the "Trusts"), their advisers, subadvisers and underwriters reflect high standards of conduct and comply with the requirements of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act") and Rule 17j-1 thereunder, the Boards of Trustees of each Trust has determined that the Trust shall adopt this Code of Ethics.
It is the fundamental ethical principle of each Trust that actions taken on
behalf of a Trust must be in the best interests of such Trust's shareholders.
In that regard, it is the policy of each Trust that all Trust personnel,
including each Trust's Trustees and Officers; its advisers; sub-advisers and
principal underwriter should (1) at all times place the interests of fund
shareholders first; (2) conduct all personal securities transactions in a
manner that is consistent with this Code of Ethics and in such a manner as to
avoid any actual or potential conflict of interest or any abuse of the
individual's position of trust and responsibility; and (3) adhere to the
fundamental standard that Trust personnel, advisers, sub-advisers and
underwriters should not take inappropriate advantage of their position or
engage in any act, practice or course of conduct that would violate this Code
of Ethics, the fiduciary duty owed to fund shareholders, or the provisions of
Section 17(j) of the 1940 Act and Rule 17j-1 thereunder.
Each of the Advisers and the Underwriters, as defined below, imposes reporting and review requirements and restrictions on the personal securities transactions of its personnel. The Trustees have determined that, in addition to the requirements of this Code of Ethics, the standards and reporting and review requirements established by these organizations will be appropriately applied by each Trust to those of its officers and those of its Trustees who are affiliated with these organizations.
The provisions of the codes and policies of the Advisers and the Underwriters, as defined below, are incorporated in this Code of Ethics as the provisions applicable to officers, Trustees or advisory persons of the Fund who are officers, partners, directors or employees of these organizations. A violation of any such incorporated code or policy by any officer, Trustees or advisory persons of the Fund who are officers, partners, directors or employees of these organizations covered by that code or policy with respect to personal securities transactions or holdings reports covered herein shall constitute a violation of this Code.
1. Definitions
(a) "Access person" means any trustee, officer, general partner or advisory person of a Fund.
(b) "Adviser" means each entity that serves as an investment adviser, investment manager or sub-adviser to any Fund.
(c) "Advisory person" means (i) any employee of a Fund or of any company in a control relationship to the Fund, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.
(d) "Control" has the same meaning as in Section 2(a)(9) of the 1940 Act.
(e) "Covered Fund" means any series of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust, Hansberger International Series and any other open-end investment company or mutual fund under the supervision of the Disinterested Trustees covered by this Code of Ethics.
(f) "Covered Security" means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and shares issued by open-end investment companies registered under the 1940 Act. Covered Security includes shares of closed-end funds and municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g., GNMA obligations)
(g) "Disinterested Trustee" means a Trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.
(h) "Fund" or "Funds" means one or more series of Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust and Hansberger International Series.
(i) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a Covered Security.
(j) "Security held or to be acquired" by a Fund means any Covered Security which, within the most recent 15 days, (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or its Adviser for purchase by the Fund; and (iii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in section (i) and (ii) of this item (j).
(k) "Underwriter" means the principal underwriter with respect to Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II (except shares of Class J of Loomis Sayles Investment Grade Bond Fund), Gateway Trust and Hansberger International Series.
2. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales of shares of a money market fund that is a Covered Fund.
(b) Purchases or sales effected in any account over which the access person has no direct or indirect influence or control.
(c) Purchases or sales which are non-volitional on the part of either the access person or the Fund.
(d) Purchases which are part of an automatic dividend reinvestment plan.
(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
3. Prohibitions
(a) No access person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale:
(i) is being considered for purchase or sale by the Fund; or
(ii) is being purchased or sold by the Fund.
(b) No Access Person shall purchase and sell, or conversely sell and purchase, shares of the same Covered Fund, except shares of a money market fund, within 60 calendar days. For purposes of the preceding restriction, non-volitional trades (e.g., company retirement plan matching contributions) or automatic transactions (e.g., payroll deduction, deferred compensation, retirement plan contributions, systematic withdrawal plans) shall not be considered purchases or sales, as the case may be. However, this restriction does apply to exchanges and re-allocation of assets within an Access Person's retirement or deferred compensation plan account.
4. Reporting
(a) Every Access Person shall report to the Fund the information described in Section 4(d) and (e) of this Code with respect to portfolio holdings and transactions in any Covered Security in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security; provided, however, that an access person shall not be required to make a report with respect to portfolio holdings or transactions effected for any account over which such person does not have any direct or indirect influence or control.
(b) Notwithstanding Section 4(a) of this Code, an access person need not make reports where the reports would provide only information that previously has been reported pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940 or pursuant to codes of ethics or policies and procedures with respect to the flow and use of material nonpublic (inside) information adopted by an Adviser or an Underwriter (collectively, "Adviser's or Underwriter's Codes"). Reports which have been filed with an Adviser or Underwriter shall be subject to inspection
by appropriate representatives of the Fund, including the President and Secretary of the Fund, and the Adviser and Underwriter shall notify the President and Secretary of the Fund at least annually in writing of any violation of this Code or of an Adviser's or Underwriter's Code.
(c) A Disinterested Trustee of the Fund is not required to provide an
initial or an annual holdings report, and need only provide a quarterly
transaction report if such Trustee, (i) at the time of that transaction,
knew or, in the ordinary course of fulfilling his or her official duties as
a Trustee of the Fund, should have known that, during the 15-day period
immediately preceding the date of the transaction by the Trustee, such
Covered Security was purchased or sold by the Fund or was being considered
by the Fund or its investment adviser for purchase or sale by the Fund or
(ii) purchased and sold, or sold and purchased shares of the same Covered
Fund, except a money market fund, within 60 calendar days. For purposes of
the reporting requirements, non-volitional trades or automatic transactions
(e.g., deferred compensation plan contributions, systematic investment or
withdrawal plans) shall not be considered purchases or sales, as the case
may be. However, this reporting requirement does apply to exchanges and
re-allocation of assets within an Access Person's retirement or deferred
compensation plan account.
(d) Quarterly transaction reports shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:
(i) Any securities accounts opened through a bank or broker-dealer during the reporting period.
(ii) The date of any transactions, the title and the number of shares, and the principal amount of each Covered Security or Covered Fund involved;
(iii) The nature of the transaction(s) (i.e., purchase, sale or any other type of acquisition or disposition);
(iv) The price at which the transaction(s) was effected;
(v) The name of the broker, dealer or bank with or through whom the transaction was effected; and
(vi) Identification of factors potentially relevant to a conflict of interest analysis, of which the access person is aware, including the existence of any substantial economic relationship between his or her transactions and transactions of or securities held or to be acquired by the Fund.
(e) Any such reports may contain a statement that the reports shall not be construed as an admission by the person making such reports that he or she has any direct or indirect beneficial ownership in the security to which the report relates.
5. Sanctions
Upon discovering a violation of this Code, the Board of Trustees of the Fund and/or the Adviser or the Underwriter may impose such sanctions as it or they deem appropriate, including, inter alia, a letter of censure or suspension or termination of the relationship to the Fund or of the employment by the Adviser or the Underwriter of the violator. Any material sanctions imposed by an Adviser or an Underwriter with respect to this Code or to an Adviser's or Underwriter's Code shall be annually reported to the Board of Trustees of the Fund.
6. Review by Boards of Trustees
(a) The Boards of Trustees including a majority of Disinterested Trustees, must approve this code of ethics, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes based upon a determination that the code contains provisions reasonably necessary to prevent access persons from engaging in any prohibited conduct as described in Rule 17j-1(b) under the 1940 Act and before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the Code, the Board of Trustees must receive certification from the Fund, the investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent access persons from violating the investment adviser's or principal underwriters code of ethics.
(b) No less frequently than annually, every Fund must furnish to the Fund's Board of Trustees and the Board of Trustees must consider, a written report that:
(i) Describes any issues arising under the code of ethics or procedures since the last report to the Board of Trustees, including but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
(ii) Certifies that the Fund has adopted procedures reasonably necessary to prevent access persons from violating the code.
Exhibit (p)(2)
LOOMIS, SAYLES & CO., L.P.
Code of Ethics
Policy on Personal Trading and
Related Activities
by Loomis Sayles Personnel
EFFECTIVE:
January 14, 2000
AS AMENDED:
January 1, 2003
March 1, 2004
January 1, 2005
August 23, 2005
January 1, 2006
June 1, 2006
July 24, 2006
April 25, 2007
August 1, 2007
LOOMIS, SAYLES & CO., L.P.
Code of Ethics
Policy on Personal Trading and
Related Activities
1. INTRODUCTION
This Code of Ethics ("Code") has been adopted by Loomis, Sayles & Co., L.P. ("Loomis Sayles") to govern certain conduct of Loomis Sayles' Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons' family members and others in a similar relationship to them.
The policies in this Code reflect Loomis Sayles' desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.
2. STATEMENT OF GENERAL PRINCIPLES
It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Loomis Sayles' Code, (please note that Loomis Sayles treats all employees as Access Persons) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles' clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17j-1 there under. The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.
Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles' clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.
Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Person's failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non-Select Broker.
It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles' clients' interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles' fiduciary duty to any of its clients.
You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance. Please do not guess at the answer.
Personal Trading Compliance, the Chief Compliance Officer and the Ethics Committee will review the terms and provisions of the Code at least annually and make amendments as necessary. Any amendments to the Code will be provided to you.
3. A FEW KEY TERMS
Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms "Covered Security", "Beneficial Ownership" and "Investment Control" as used in the Code.
3.1 Covered Security
This Code generally relates to transactions in and ownership of an investment that is a Covered Security. Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs), any derivative, instrument representing, or any rights relating to, a Covered Security, and any closely related security (such as certificates of participation, depository receipts, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.
Additionally, the shares of any investment company that is registered under the Investment Company Act that is advised, sub-advised, or distributed by Loomis Sayles, and those investment companies that are advised, sub-advised, or distributed by any affiliated investment adviser within the Natixis organization (e.g. Natixis, Harris Associates, Hansberger, etc.) ("Reportable Funds") are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include any open-ended or closed-end funds managed by Loomis Sayles or a Natixis organization as described above, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firm's intranet site under the Legal and Compliance page.
All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the list of Reportable Funds is subject to change, it is ultimately the responsibility of all Access Persons to determine whether or not an investment company or mutual fund is advised, sub-advised, or distributed by Loomis Sayles or advised, sub-advised, or distributed by a Natixis investment adviser prior to investing in such a fund to ensure that you comply with all aspects of the Code regarding your investment in a Reportable Fund.
Please see Exhibit Two for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.
It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.14 and 5.2.
3.2 Beneficial Ownership
The Code governs any Covered Security in which an Access Person has any direct or indirect "Beneficial Ownership." Beneficial Ownership for purposes of the Code means a direct or indirect "pecuniary interest" that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security. The term "pecuniary interest" in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (the "SEC") rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:
4 ownership of a Covered Security by your spouse or minor children;
5 ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;
6 ownership of a Covered Security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);
7 your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;
8 your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;
9 your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and
10 your right to acquire a Covered Security through the exercise or conversion of a "derivative Covered Security."
Explanatory Note:
Any account of an Access Person, even if also a client account of the firm, will be subject to the Code as an account in which an Access Person has Beneficial Ownership.
Please see Exhibit Three to this Code for specific examples of the types of interests and accounts subject to the Code.
4.9 Investment Control
The Code governs any Covered Security in which an Access Person has direct or indirect "Investment Control." The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security.
You should know that you are presumed under the Code to have Investment Control as a result of having:
. Investment Control (shared) over your personal brokerage account(s)
. Investment Control (shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse's assets (subject to the approval of Personal Trading Compliance)
. Investment Control (shared) over an account(s) in the name of any family member, friend or acquaintance
. Involvement in an Investment Club
. Trustee power over an account(s)
. The existence and/or exercise of a power of attorney over an account
Please see Exhibit Three to this Code for specific examples of the types of interests and accounts subject to the Code.
4.10 Maintaining Personal Accounts
All Access Persons who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Charles Schwab, Fidelity Investments, Merrill Lynch or TD Ameritrade (collectively, the "Select Brokers"). Additionally, an Access Person may only purchase and hold shares of Reportable Funds through either a Select Broker, directly from the Reportable Fund through its transfer agent, or through one or more of Loomis Sayles' retirement plans.
Accounts in which the Access Person only has either Investment Control or Beneficial Ownership; certain retirement accounts with an Access Person's prior employer; and/or the retirement accounts of an Access Person's spouse may be maintained with a firm other than the Select Brokers with the approval of Personal Trading Compliance or the Chief Compliance Officer.
4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING
The following are substantive prohibitions and restrictions on Access Persons' personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control.
4.1 Preclearance
Each Access Person must pre-clear through the PTA Preclearance System ("PTA System") all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership. Limited exceptions to the preclearance requirement are set forth in Exhibit Four.
Explanatory Note: Futures and options transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance or the Chief Compliance Officer since the PTA System cannot currently handle such transactions. Initial and secondary public offerings, private placements transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special preclearance as detailed under Sections 4.13, 4.14 and 5.2 of the Code. |
Any transaction approved pursuant to the preclearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance or the Chief Compliance Officer, or designee thereof, extends the pre-clearance for an additional trading day. If the Access Person's trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the "preclearance" will lapse and the Access Person may not trade without again seeking and obtaining preclearance of the intended trade.
Preclearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday - Friday from 9:30am-4:00pm Eastern Standard Time.
If after preclearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained preclearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the Access Person who obtained the preclearance must consider the preclearance revoked. If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Person's transactions.
If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Person's transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke preclearance for any reason that is deemed to be consistent with the spirit of the Code.
4.2 Good Until Canceled and Limit Orders
No Access Person shall place a "good until canceled," "limit" or equivalent order with his/her broker except that an Access Person may utilize a "day order with a limit" so long as the transaction is consistent with provisions of this Code, including the preclearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.
4.3 Short Term Trading Profits
No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security (including Reportable Funds) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance or the Chief Compliance Officer.
An Access Person may sell a Covered Security (including Reportable Funds) or cover an existing short position at a loss within 60 calendar days. Such request must be submitted to the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.
4.4 Restrictions on Round Trip Transactions in Reportable Funds
In addition to the 60 day holding period requirement for purchases and sales of Reportable Funds, with the exception of closed-end Reportable Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Reportable Fund within a 90 day period ("Round Trip" restriction). The Round Trip restriction does not limit the number of times an Access Person can purchase a Reportable Fund or sell a Reportable Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Reportable Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Reportable Fund previously sold within the same 90 day period.
The Round Trip restriction will only apply to Volitional transactions in Reportable Funds. Therefore, shares of Reportable Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firm's 401K plan will not be considered when applying the Round Trip restriction.
Finally, all Volitional purchase and sale transactions of Reportable Funds, in any share class and in any employee account (i.e., direct account with the Reportable Fund, Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip restriction.
4.5 Futures and Related Options
No Access Person shall use derivatives including futures, options on futures, or options or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the Covered Security.
3.1 Short Sales
No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.
4.7 Competing with Client Trades
Except as set forth in Section 4.9, an Access Person may not, directly or indirectly, purchase or sell a Covered Security (Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client's Covered Securities transactions.
Generally preclearance will be denied if:
. a Covered Security or a closely related Covered Security is the subject of a pending "buy" or "sell" order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.
. the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.
. the Covered Security is on the Loomis Sayles "Restricted List" or "Concentration List" (or such other trading restriction list as Loomis Sayles, may from time to time establish).
For those transactions pre-cleared through the PTA System, such system will have the information necessary to deny preclearance if any of these situations apply. Therefore, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary in which case, the preclearance you received is null and void. For Covered Securities requiring manual preclearance (i.e. futures and options transactions in Covered Securities), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the preclearance request.
a. Investment Person Seven-Day Blackout
Except as set forth in Section 4.9 below, no Investment Person shall, directly or indirectly, purchase or sell any Covered Security (Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she is an Investment Person, has purchased or sold such Covered Security. It is ultimately the Investment Person's responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.
Explanatory Note: The "seven days before" element of this restriction is based on the premise that an Investment Person can normally be expected to know, when he or she is effecting a personal trade, whether any client as to which he or she is designated an Investment Person has traded, or will be trading in the same Covered Security within seven days of the Investment Person's trade. Furthermore, an Investment Person has a fiduciary obligation to recommend and/or effect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction. It is understood that there maybe particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Person's personal trade which gives rise to an opportunity or necessity for his or her client to trade in that Covered Security which did not exist or was not anticipated by that person at the time of that person's personal trade. Personal Trading Compliance or the Chief Compliance Officer, will review any extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. |
4.3 Large Cap/De Minimis Exemption
An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied preclearance solely because the Covered Security is under consideration or pending execution for a client as provided in Section 4.7 or an Investment Person who wishes to make a trade in a Covered Security that would otherwise be denied preclearance solely because either the Covered Security is under consideration or pending execution for a client as provided in Section 4.7 or because such transaction would violate the Investment Person Seven Day Blackout Restriction set forth in Section 4.8 above, will nevertheless receive preclearance provided that:
. the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a "Large Cap Security"); AND
. the aggregate amount of the Access Person's transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.
Such transactions will be subject to all other provisions of the Code
. Research Analyst Three-Day Blackout Before a Recommendation
During the three (3) business day period before a Research Analyst issues a Recommendation on a Covered Security, that Research Analyst may not purchase or sell that Covered Security.
Explanatory Note: It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analyst's personal trade which gives rise to a need, or makes it appropriate, for a Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest. It would constitute a breach of a Research Analyst's fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction. Personal Trading Compliance or the Chief Compliance Officer, will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction. |
4.4 Access Person Seven-Day Blackout After Recommendation Change
During the seven (7) day period after a Recommendation is issued for a Covered Security, no Access Person may purchase or sell that Covered Security. A request to pre-clear a transaction in a Covered Security will be denied if there has been a Recommendation issued for such Covered Security during the past seven (7) days.
4.12 Initial and Secondary Public Offerings
Investing in Initial and Secondary Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse's employment compensation. No Access Person may, directly or indirectly, purchase any Covered Security sold in an Initial or Secondary Public Offering without obtaining prior written approval from the Chief Compliance Officer.
4.13 Private Placement Transactions
No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction without obtaining prior written approval from the Chief Compliance Officer. A request for an approval form for a private placement investment can be obtained by contacting Personal Trading Compliance.
Explanatory Note: If you have been authorized to acquire a Covered Security in a Private Placement Transaction, you must disclose to Personal Trading Compliance if you are involved in a client's subsequent consideration of an investment in the issuer of the Private Placement, even if that investment involves a different type or class of Covered Security. In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer. |
The purchase of additional shares or the subsequent sale of an approved Private Placement Transaction does not require preclearance provided there are no publicly traded Covered Securities in the corporation, partnership or limited liability company whose shares the Access Person owns.
However, if the issuer of the Private Placement has publicly traded Covered
Securities, then the sale of such Private Placements must be pre-cleared with
Personal Trading Compliance. Further, additional purchases and any subsequent
sales of an approved private placement, regardless of whether or not the issuer
is publicly traded, must be reported quarterly and annually as detailed in
Section 6 of the Code.
4.14 Exemptions Granted by the Chief Compliance Officer
Subject to applicable law, the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Four, from the trading restrictions, preclearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employee, intern or independent contractor, and types of transactions or Covered Securities, where in the opinion of the Chief Compliance Officer, such an exemption is appropriate in light of all the surrounding circumstances.
. PROHIBITED OR RESTRICTED ACTIVITIES
3.3Public Company Board Service and Other Affiliations
To avoid conflicts of interest, inside information and other compliance and business issues, the firm prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any parent subsidiary of the firm.
In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively outside activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance or the Chief Compliance Officer and the applicable Access Person's supervisor or other appropriate member of senior management.
A request form for approval of such Outside Activities can be obtained by contacting Personal Trading Compliance. In determining whether to approve such Outside Activity, Personal Trading Compliance or the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles' ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles' or the Access Person's duties to clients.
3.4Participation in Investment Clubs and Private Pooled Vehicles
No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance or the Chief Compliance Officer, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.
6. REPORTING REQUIREMENTS
4.11 Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code
Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance, a report (by paper) of all Covered Securities holdings (including holdings of Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control. The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person.
Additionally, within 10 days of becoming an Access Person, such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access Person has Beneficial Ownership or Investment Control. The information must be as of the date the person became an Access Person. An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities.
Explanatory Note:
Loomis Sayles treats all of its employees as Access Persons. Therefore, you are deemed to be an Access Person as of the first day you begin working for the firm.
Finally, upon becoming an Access Person and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the Code and recognizes that he or she is subject hereto, and certify that he or she will comply with the requirements of the Code.
4.12 Brokerage Confirmations and Brokerage Account Statements
Each Access Person must notify Personal Trading Compliance immediately upon opening an account that holds or may hold Covered Securities (including Reportable Funds), and must assist Personal Trading Compliance in ensuring that Loomis Sayles receives copies of the Access Person's confirmations and account statements for all accounts holding Covered Securities in which the Access Person has either Beneficial Ownership or Investment Control.
4.6Quarterly Transaction Reporting and Account Disclosure Procedure
Utilizing the PTA System, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security). Non-volitional transactions in Covered Securities (including Reportable Funds) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are subject to annual reporting only. If no transactions in any Covered Securities, required to be reported, were effected during a quarterly period by an Access Person, such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected.
Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds) opened or closed by the Access Person during the reporting period, other then those accounts described in Exhibit Three.
Every quarterly report must be submitted not later than thirty (30) calendar days after the close of each calendar quarter.
4.7Annual Holdings and Code Compliance Reporting Requirements
On an annual basis, by a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated Annual Package which identifies all holdings in Covered Securities (including Reportable Funds) in which such Access Person has a Beneficial Ownership and/or over which such Access Person has Investment Control. This reporting requirement also applies to shares of Covered Securities, including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. The information in the Annual Package shall reflect holdings in the Access Person's account(s) that are current as of a date not more than 45 days prior to the date on which the Annual Package was submitted.
Additionally, on an annual basis, each Access Person and each Supervised Person must acknowledge that he/she has received, read and understood the Code and Loomis Sayles Policies and Procedures on Insider Trading ("Insider Trading Policy") and recognizes that he/she is subject thereto, and certify that he/she has complied with the requirements of the Code and Insider Trading Policy during the past year, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer.
4.8 Review of Reports by Chief Compliance Officer
The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.
6.6 Internal Reporting of Violations to the Chief Compliance Officer
Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1. While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations immediately, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons and Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance. It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons and Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer. All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.
4 SANCTIONS
Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm's then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:
. a letter of caution or warning (i.e. Procedures Notice);
. payment of a fine, disgorgement of profits generated or payment of losses avoided and/or restitution to an affected client;
. suspension of personal trading privileges;
. actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and
. referral to the SEC, other civil authorities or criminal authorities.
Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator's history of prior compliance.
Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.
4 RECORDKEEPING REQUIREMENTS
Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:
. in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;
. in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;
. a copy of each report (or information provided in lieu of a report including any manual preclearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;
. copies of Access Persons' and Supervised Persons' written acknowledgment of receipt of the Code;
. in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons, the holdings and transactions reports made by these Access Persons, and records of all Access Persons' personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);
. a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and
. a written record of any decision, and the reasons supporting any decision, to approve the purchase by a Access Person of any Covered Security in an Initial or Secondary Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.
Explanatory Note:
Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of Personal Trading Compliance.
5 MISCELLANEOUS
4.8 Confidentiality
Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC or any other regulatory or self-regulatory organizations to the extent required by law rule or regulation, and in certain circumstances, may in Loomis Sayles' discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.
4.9 Disclosure of Client Trading Knowledge
No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate Covered Securities transactions on behalf of the client of Loomis Sayles.
4.10 Notice to Access Persons, Investment Personnel and Research Analysts as to Status
Personal Trading Compliance will initially determine an employee's status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.
All Access Persons and/or the applicable Supervisor thereof, have an obligation to inform Personal Trading Compliance if an Access Person's responsibilities change during the Access Person's tenure at Loomis Sayles.
4.11 Notice to Personal Trading Compliance of Engagement of Independent Contractors
Any person engaging a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement and provide to Personal Trading Compliance, the information necessary to make a determination as to how the Code shall apply to such consultant, temporary employee, intern or independent contractor, if at all.
4.12 Questions and Educational Materials
Employees are encouraged to bring to Personal Trading Compliance or the Chief Compliance Officer any questions you may have about interpreting or complying with the Code about Covered Securities, accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, about your legal and ethical responsibilities or about similar matters that may involve the Code.
Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code.
GLOSSARY OF TERMS
The boldface terms used throughout this policy have the following meanings:
4 "Access Person" means an "access person" as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:
5.1He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;
5.2He or she does not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and
5.3He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.
LoomisSayles treats all employees as Access Persons.
5 "Advisory Person" means an "advisory person" and "advisory representative" as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such person's access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).
6 "Beneficial Ownership" is defined in Section 3.2 of the Code.
7 "Chief Compliance Officer" refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of purchases and sales by Access Persons, and to address issues of personal trading. "Personal Trading Compliance" means the employee or employees of Loomis Sayles designated
from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer, and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer.
8 "Investment Control" is defined in Section 3.3 of the Code. This means "control" as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to exercise a controlling influence over the management or policies of Loomis Sayles, unless such power is solely the result of an official position with Loomis Sayles.
9 "Initial Public Offering" means an "initial public offering" as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
10 "Investment Company" means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.
11 "Investment Person" means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person.
12 "Non-volitional" transactions are any transaction in which the employee has not determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the preclearance or quarterly reporting requirements under the Code.
13 "Portfolio Manager" means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person.
14 "Private Placement Transaction" means a "limited offering" as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.
15 "Recommendation" means any initial rating or change therein, in the case of an equity Covered Security, or any initial rating or status, or change therein in the case of a fixed income Covered Security in either case issued by a Research Analyst.
13."Reportable Fund" is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit One.
14."Research Analyst" means any individual employed by Loomis Sayles who has been designated as a Research Analyst by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Personnel. As to other securities, he or she is simply an Access Person.
15."Covered Security" is defined in Section 3.1 of the Code.
16."Secondary Public Offering" is defined as a registered offering of a block of Covered Securities which had been previously issued to the public, by a current shareholder.
17."Select Broker" is defined in Section 3.4 of the Code.
4 "Supervised Person" is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.
19."Volitional" transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold, i.e. making changes to existing positions or asset allocations within the Loomis Sayles retirement plans, sending a check or wire to the Transfer Agent of a Reportable Fund, and buying or selling shares of a Reportable Fund in a brokerage account or direct account held with the applicable fund's Transfer Agent. Volitional transactions are subject to the preclearance and reporting requirements under the Code.
Exhibit (p)(3)
Code of Ethics
Natixis Asset Management Advisors, L.P.
Natixis Distributors, L.P.
As Amended
October 1, 2007
Introduction
This is the Code of Ethics ("Code") of Natixis Asset Management Advisors, L.P. ("NAMA") and Natixis Distributors, L.P. ("ND") (the "Firms").
Statement of General Principles
It is the policy of the Firms that no Supervised Person shall engage in any act, practice, or course of conduct that would violate the Code, the fiduciary duty owed by the Firms' and their personnel to Clients, any applicable federal securities laws including but not limited to certain sections of and rules promulgated under the Investment Advisers Act of 1940 (as amended; the "Advisers Act"), the Employee Retirement Income Security Act of 1974 (as amended; "ERISA"), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17j-1 thereunder. The fundamental position of the Firms is, and has been, that at all times the interests of their Clients are placed first. Accordingly, Supervised Person's personal financial transactions (and those of members of their Family/Household) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of the Firms' position of trust and responsibility.
It is not intended that the policies in this Code will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made by the Compliance Officer in a manner considered fair and equitable, in all cases with the view of placing the Firms Clients' interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions, and limitations of this Code will not automatically insulate a Supervised Person from scrutiny of, and sanctions for, securities transactions that indicate an abuse of the Firms' fiduciary duty to any of its Clients.
Things You Need to Know to Use This Code
1. Terms - Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code.
2. Purpose of the Code - The policies in this Code reflect the Firms' desire to
detect and prevent not only situations involving actual or potential conflicts
of interest or unethical conduct, but also those situations involving even the
appearance of these. This Code (i) sets forth standards of conduct expected of
Supervised Persons (including compliance with the federal securities laws),
(ii) is intended to safeguard material nonpublic information about Client
transactions, (iii) requires Supervised Persons to refrain from frequent
trading of Covered Funds and Covered Securities, and (iv) requires Access
Persons to report personal securities transactions, including transactions in
shares of certain investment companies managed by the Firms or any affiliate of
any of the Firms ("Covered Funds"). A complete list of Covered Funds is
maintained by the Compliance Officer and is posted on the Firms' Intranet; a
printed list is available upon request from the Compliance Officer.
3. Access Persons - All officers, directors, and employees of the Firms are considered Access Persons, except for any director who is not an officer or employee of the Firms and who meets all of the following conditions:
. He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;
. He or she does not have access to nonpublic information regarding any Clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Covered Fund; and
. He or she is not involved in making securities recommendations to Clients, and does not have access to such recommendations that are nonpublic.
While many officers and employees of the Firms do not have regular access to information regarding the purchase and sale of securities by either Mutual Fund Clients or Separate Account Clients, they may have occasional access to mutual fund or separate account portfolio information that has not been aged 30 days. Therefore, all officers and employees of the Firms have been designated Access Persons.
4. Investment Persons - All Access Persons that Firms have specifically identified by the Compliance Department as having regular or periodic knowledge of material nonpublic information regarding the purchase and sale of securities by Mutual Fund Clients or Separate Account Clients are also considered Investment Persons. A complete list of Investment Persons is maintained by the Compliance Department.
5. Compliance Department and Compliance Officer - This Code is administered by the Compliance Officer and his designee(s). Any significant issues, concerns, or findings identified by the Compliance Officer are reported to the Firm's Ethics and Supervisory Committee.
The Compliance Officer has the authority to grant written waivers of certain provisions of this Code in appropriate instances. However:
. the Firms expect that waivers will be granted only in rare instances; and
. some provisions of the Code are mandated by Securities and Exchange Commission (SEC) rules and cannot be waived.
6. Ethics and Supervisory Committee ("Committee") - The Committee is comprised of certain members of senior management of the Firms, including the President, Chief Operating Officer and Chief Compliance Officer of NAMA. The Committee is charged with ensuring the Code remains reasonably designed to prevent Supervised Persons from engaging in any act, practice, or course of conduct that would violate the fiduciary duty owed to Clients or to the Firms, any applicable federal securities laws including but not limited to certain sections of and rules promulgated under the Investment Advisers Act of 1940 (as amended; the "Advisers Act"), the Employee Retirement Income Security Act of 1974 (as amended; "ERISA"), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17j-1 thereunder. The Committee will review the terms and provisions of this Code at least annually and make amendments as necessary.
The Committee meets quarterly to review any Code violations identified by the Compliance Officer to (i) make a determination of whether they are indeed violations under the Code; (ii) establish the degree of severity the violation represents; and (iii) if necessary mete out disciplinary actions as described in Section E of this Code.
The Compliance Officer will distribute the Code to all Supervised Persons annually and upon any amendment. You are required to acknowledge your receipt and understanding of the Code by submitting a signed Acknowledgement Form to the Compliance Officer annually (see Section F.4. of this Code).
7. Mutual Fund Clients - Includes all investment companies for which NAMA serves as adviser, or for which ND is the Distributor. All investment company Clients are currently considered Mutual Fund Clients.
8. Separate Account Clients-NAMA markets the investment expertise of its advisory affiliates and other advisory firms to separate account platforms. While NAMA primarily relies on model portfolios provided by affiliates or third party subadvisers to manage Client assets, it normally has investment discretion over Separate Account Client portfolios.
For purposes of this Code of Ethics, Mutual Fund Clients and Separate Account Clients are collectively referred to as Clients.
Specific Requirements of the Code
A. General Rules
It is improper for Supervised Persons to:
. use for his/her own benefit (or the benefit of anyone other than the Clients) information about the trading activity or holdings of Clients or recommendations of the advisers or subadvisers; or
. take advantage of investment opportunities that would otherwise be available for the Clients.
Also, as a matter of business policy, the Firms require that Supervised Persons adhere to a standard of conduct that: (i) reflects the fiduciary obligations of the Firms, including preventing access to material nonpublic information about Clients by Supervised Persons not needing such information to perform their duties; (ii) complies with all securities laws; and (iii) avoids even the appearance that Supervised Persons receive any improper benefit from information about trading activity or holdings of Clients, the advisers or subadvisers, or from our relationships with the brokerage and advisory communities.
The Firms expect all Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code.
B. Designated Brokerage Requirement
Except as described in paragraphs (i)-(v) below, Access Persons who have personal accounts that hold or can hold Covered Securities or shares of Covered Funds in which they have Beneficial Ownership are required to maintain such accounts at one of the following firms: Charles Schwab, Fidelity Investments, or Merrill Lynch (collectively, the "Designated Brokers"). New Access Persons must initiate movement of existing accounts to a Designated Broker within 30 days of being named an Access Person.
Exemptions to the Designated Brokerage Requirement:
(i)Shares of the Natixis Funds, Loomis Sayles Funds, and Oakmark Funds purchased directly from the Covered Fund if such shares are held with the fund's transfer agent.
(ii)Shares of Covered Funds purchased through one or more of the Firm's retirement plans, including the Firms' 401(k) plan.
(iii)Certain accounts in which the Access Person has Beneficial Ownership, including retirement accounts with an Access Person's prior employer, retirement accounts of an Access Person's spouse, and DRIP and ESOP investment programs.
(iv)Accounts for which the Access Person has Beneficial Ownership but no investment influence or control may be eligible for an exemption from the Designated Brokerage Requirement. All such exemptions must be approved by the Compliance Officer.
(v)Accounts in which an Access Person may have Beneficial Ownership through a member of their Family/Household, which accounts are subject to a code of ethics or similar policy requiring the account be held at an entity other than a Designated Broker.
For example, if the spouse of an Access Person is employed by a broker-dealer or registered investment adviser that has adopted a code of ethics that requires the spouse to maintain personal securities accounts at a non-designated broker-dealer (including the employer itself), the Firms will defer to that requirement as to that account so long as the Duplicate Confirmation Notice and Statement Requirement (see Section F.5. of this Code) is satisfied.
NOTE: In the occasional instance in which the Compliance Officer grants an exemption from the Designated Brokerage Requirement to any accounts that hold or can hold Covered Securities and/or Covered Funds, the Duplicate Confirmation Notice and Statement Requirement shall apply instead.
C. Gifts to or from Brokers, Clients, or Others
No Access Person may accept or receive on his or her own behalf, or on behalf of the Firms, any gift or other accommodations from a vendor, broker, securities salesman, Client, or prospective Client (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of such Access Person's responsibilities to the Firms or the Clients, be construed as an improper attempt to influence the recipient, or place the recipient or the Firms in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of Access Persons.
In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the Compliance Officer from time to time (currently $100).
These policies are not intended to prohibit normal business entertainment such as meals or tickets to sporting events or the theatre. Please note that business entertainment is different than giving or receiving gifts. If you are unsure whether something is a gift or business entertainment, refer to the Firms' Non-Cash Compensation Policy or ask the Compliance Officer.
D. Service on the Board or as an Officer of Another Company
To avoid conflicts of interest, "inside information" concerns, and other compliance and business issues, the Firms prohibit all Access Persons from serving as officers or members of the board of any other entity, except with the advance written approval of the General Counsel or Compliance Officer. Approval must be obtained through the Compliance Officer, and will ordinarily require consideration by the Ethics and Supervisory Committee. The Firms can deny approval for any reason or without providing a reason. This prohibition does not apply to service as an officer or board member of any parent, subsidiary, or affiliate of the Firms, nor does it apply to non-employee members of the Firms' board (i.e. those board members who are not employees of the Firms).
E. Violations and Penalties
The Firms expect all Supervised Persons to comply with the spirit of the Code, as well as the specific rules contained in the Code. Any violations must be reported promptly to the Compliance Officer.
The Firms treat violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firms (through the Ethics and Supervisory Committee) might take a variety of remedial measures. These may include imposing penalties or fines, cutting your compensation, demoting you, requiring disgorgement of trading gains, imposing a ban on your personal trading, suspending or terminating your employment, or reporting the matter to civil or criminal authorities.
Improper trading activity may constitute a violation of this Code. You may also be considered in violation of this Code by failing to promptly report violations to the Compliance Officer, by failing to file required reports in a timely manner, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. You may be considered in violation of this Code even if no harm results from your conduct.
If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Compliance Officer. Do not just guess at the answer, since ignorance of the requirements of the Code or the legal regulations underlying the Code will not serve as an excuse for a violation.
F. Reporting Requirements - Applies to All Access Persons
One of the more important aspects of complying with this Code is understanding which holdings, transactions, and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of members of your Family/Household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand which holdings, transactions, and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household, and Beneficial Ownership in the "Definitions" section of this Code.
NOTE: All reports specified in this Code must be submitted to the Compliance Department. You must file the reports described below, even if you have no holdings, transactions, or accounts to list in the reports, and whether or not your accounts are held at a Designated Broker or duplicate confirmation statements have been forwarded to the Compliance Department. You can get copies of any forms or reporting procedures from the Compliance Officer, or the Firms' Intranet.
1. Initial Holdings Report. No later than 10 days after you become an Access Person, you must file with the Compliance Officer an Initial Holdings Report.
The Initial Holdings Report requires you to list all Covered Securities and Covered Funds in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers, and banks where you maintained an account in which any Covered Funds or Covered Securities were held or could have been held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.
The Initial Holdings Report also requires you to confirm that you have read and understand this Code; that you understand that it applies to you and members of your Family/Household; and that you are considered an Access Person under the Code.
NOTE: It is important for new Access Persons to be familiar with the Designated Broker Requirement of this Code; any questions concerning this requirement should be directed to the Compliance Officer.
2. Quarterly Transaction Reports. No later than 15 days after the end of March, June, September, and December each year, you must file with the Compliance Officer a Quarterly Transaction Report. While compliance with this requirement will be monitored, a late report will not be considered a violation of the Code unless it is filed with the Compliance Officer more than 30 days after the end of the quarter.
The Quarterly Transaction Report requires you to report all transactions during the most recent calendar quarter in Covered Securities and Covered Funds (including the date of the transaction, the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount), in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to report the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition), the price of the security at which the transaction was effected and the name of the broker, dealer or bank with or through which the transaction was effected.
The Quarterly Transaction Report also requires you to either confirm or amend your complete list of brokers, dealers, and banks in which you or a member of your Family/Household established an account in which any Covered Funds or Covered Securities were held or could have been held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.
3. Annual Holdings Reports. By January 30 of each year, you must file with the Compliance Officer an Annual Holdings Report as of December 31 of the preceding year.
The Annual Holdings Report requires you to list all Covered Securities and Covered Funds (including title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers, and banks in which you or a member of your Family/Household maintained an account in which any Covered Securities or Covered Funds were held, or could have been held, for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.
The Annual Holdings Report also requires you to confirm that during the prior year, except as otherwise indicated therein, you have complied with all applicable requirements of the Code and have reported all accounts, holdings, and transactions required to be reported under the Code, that you understand that it applies to all members of your Family/Household, that you understand that you have been designated an Access Person, and whether you have been designated an Investment Person under the Code.
4. Annual Acknowledgement. You must acknowledge your receipt and understanding of the Code (and any amendments), along with the Firms' Statement of Policies and Procedures with Respect to the Flow and Use of Material, Non-Public (Inside) Information, by submitting a signed Acknowledgement Form to the Compliance Officer annually.
5. Duplicate Confirmation Notices and Statements. Any Access Person or member of his or her Family/Household that has a securities account (in which Covered Securities or shares of Covered Funds are held, or could be held) with any broker, dealer, or bank that is subject to an exemption from the Designated Broker Requirement under Sections B. (iii), (iv), or (v) of this Code, must direct that broker, dealer, or bank to send, directly to the Compliance Officer, contemporaneous duplicate copies of all transaction confirmation notices and statements relating to that account.
NOTE: In certain circumstances Covered Securities may be held in accounts that are exempt from the Designated Brokerage Requirement, but do not have the ability to generate duplicate confirmation notices and statements (i.e. ESOP, DRIP, and 401(k) Plans). In these limited circumstances an Access Person may satisfy his or her reporting requirement by manually completing quarterly transaction reports and submitting a copy of the year-end statements for all such accounts with his or her annual holdings report.
G. Transaction Restrictions
1. Initial Public Offerings and Private Placements. Access Persons may not acquire securities in an Initial Public Offering ("IPO") or Private Placement unless prior written approval is obtained from the Compliance Officer, and, in the determination of the Compliance Officer, participation does not present a conflict of interest with any Clients or impede the equitable distribution of the offering to the public. Any request for allocation of an IPO or a Private Placement to an Access Person that is in any way connected with his or her position in the Firms will be denied. Further, the Compliance Officer may deny requests for any reason or without providing a reason.
Access Persons must request approval for participation in an IPO or Private Placement by submitting a written request to the Compliance Officer. These requests must include:
. A brief description of the Private Placement or IPO opportunity
. In the case of a Private Placement, the nature of the employee's participation
. A statement as to how and why the opportunity was offered to the Access Person and other factors relevant, from the perspective of the Firms, to the approval decision (e.g. whether participation in the Private Placement or IPO is connected with the Access Person's position with the Firms or will result in any conflicts of interest with Client portfolios.)
2. Short Term Trading of Covered Funds. No Access Person may purchase and sell, or conversely sell and repurchase, shares of the same Covered Fund within 60 calendar days. These restrictions apply to purchases and exchanges in all accounts including 401(k)'s. Hardship exceptions may be requested in writing (in advance) from the Compliance Officer. Further, the Compliance Officer may deny requests for any reason or without providing a reason.
For example, if Covered Fund A was purchased on January 1/st/, because of the 60 day holding period it could not be sold until March 2/nd/ (61 days later).
Non-volitional and automatic trades such as 401(k) contributions (individual and company match), automatic investment, withdrawal and dividend reinvestment plans are exempt from this restriction and will not be considered in determining the 60-day holding period.
For example, if an Access Person has established a monthly investment into Covered Fund A that is automatically deducted from his or her paycheck, that investment will not begin or end a 60-day holding period. This same principle applies to regular 401(k) contributions (individual and company match).
All volitional purchase and sale transactions (including exchanges) of Covered Funds, in any share class and in any account (i.e., direct account with the Covered Fund, Designated Broker account, 401(k) account, etc.), will be evaluated for purposes of applying the Short Term Trading restriction.
For example, if Covered Fund A was purchased by an Access Person in a joint account with his or her spouse on January 1/st/, any sale of Covered Fund A in the Access Person's 401(k) account before March 2/nd/ would violate the Short Term Trading restriction.
In applying the 60-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. Further, if fewer than 60 days have elapsed since a purchase (or sale), no shares may be sold (or purchased) (i.e. not simply the number of shares involved in the earlier transaction). Exchanges between funds will be considered a sale (exchange from account) or purchase (exchange to account) under the Code.
NOTE: The 60-day holding period restriction for Covered Funds does not permit sales at a loss. Further, the 60-day holding period does not apply to money market funds whether or not NAMA (or any affiliate) serves as the investment adviser or subadviser.
3. Short Term Trading of Covered Securities. No Access Person may profit from the purchase and sale, or conversely the sale and repurchase, of the same or equivalent Covered Security within 60 calendar days. These restrictions apply to purchases and sales in all accounts including 401(k)'s. Hardship exceptions may be requested (in advance) from the Compliance Officer. Further, the Compliance Officer may deny requests for any reason or without providing a reason.
An Access Person may sell a Covered Security at a loss or purchase a Covered Security to cover a short position at a loss within 60 calendar days. All other trading restrictions in Section G of this Code continue to apply to transactions resulting in a loss, including blackout period and preclearance requirement.
NOTE: In applying the 60-day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. Further, if fewer than 60 days have elapsed since a purchase (or sale), no shares may be sold (or purchased) (i.e. not simply the number of shares involved in the earlier transaction).
4. Futures and Related Options. No Access Person shall use derivatives, including futures, options on futures, or options on a Covered Security, to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the Covered Security.
5. Blackout Period. No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the seven calendar days immediately before or after a calendar day on which any Mutual Fund Client or a Separate Account Client purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any Mutual Fund Client or Separate Account Client. Note that the total blackout period is 15 days (the day of the Client trade, plus seven days before and seven days after).
The blackout period does not apply to Access Person transactions concurrent with Separate Account Client transactions intended merely to rebalance, liquidate, or open accounts for Separate Account Clients where NAMA acts as the adviser, for the following reasons: NAMA primarily relies on model portfolios supplied by investment advisory affiliates and third party investment advisory firms; due to the nature of NAMA's separate account program, a number of these Separate Account Clients may add or withdraw funds, and open or close accounts, on a daily basis; the trades generated by these activities are unpredictable; they are not caused by a change in the investment opinion of NAMA or any of its subadvisers; they tend to be small in size with little or no market impact; they are of an administrative nature; and if triggering a blackout period, they would likely have the effect of "blacking out" every security traded by Separate Account Clients of NAMA on every trading day. The blackout period does apply, however, to transactions concurrent with Separate Account Client transactions related to implementation of changes to model portfolios or related to changes in the investment opinion of NAMA or any of its subadvisers.
NOTE: All transactions for Access Persons will be compared to transactions executed by NAMA or a subadviser on behalf of Mutual Fund Clients and Separate Account Clients. The fact that the Compliance Officer has precleared a trade does not mean that it is not in violation of the Code. When evaluating a preclearance request, current open orders for Separate Account Clients as well as trades executed on behalf of Separate Account Clients over the previous 7 days are considered. Changes to model portfolios over the subsequent 7 days may create a violation of the blackout period. Due to the nature of NAMA's advisory activity with respect to Mutual Fund Clients it is impossible to be certain that there are no open orders for a particular security when granting preclearance.
For example if an Access Person executes a trade in a Covered Security for which he or she has received proper preclearance on January 1/st/, and a subadviser changes a model portfolio which results in trades in the same Covered Security by Separate Account Clients any time before January 8/th/ (the remainder of the 15 day blackout period), it may result in a violation of the Code, if the Access Person had knowledge that the Covered Security was being considered for purchase or sale for any Client account.
Trading within the 15-day blackout period is not automatically considered a violation of the Code but is instead subject to the knowledge condition set forth above. The Compliance Officer will monitor personal securities trading activity and if a pattern appears to exist with respect to the trading activity of an Access Person and any Mutual Fund Client and/or Separate Account Client within the 15-day blackout periods, it will be investigated. If it is determined that a violation has occurred, the Firms will generally require any profits from the transactions to be disgorged and donated to charity, and may impose other sanctions as deemed necessary (see Section E of this Code).
6. Preclearance Requirement. Access Persons are required to request and receive preclearance by the Compliance Officer before executing the purchase or sale of Covered Securities. Given the nature of NAMA's current advisory operations, which include oversight of other investment advisers, approving, and in some cases effecting, transactions for Client accounts, NAMA's role as an administrator, and ND's role as a distributor and underwriter, the Firms have incorporated several exemptions to the Preclearance Requirement that you should be familiar with.
a. Preclearance. Unless specifically exempted by this Code, no Access Person shall purchase or sell any Covered Security for his or her own account (or the account of any member of his or her Family/Household) without proper preclearance. Trades must be completed on the same day that preclearance is granted. This requirement applies to all trades in Covered Securities. Instruments representing an indirect interest in a Covered Security, such as options and warrants, must also be precleared.
b. Exemptions. The preclearance requirement does not apply to the following transactions by all Access Persons:
. Transactions in Covered Funds.
. Transactions in accounts for which the Access Person has Beneficial Ownership but no investment influence or control and, if applicable, has been granted an exemption from the Designated Brokerage Requirement by the Compliance Officer.
Additionally, the preclearance requirement does not apply to the following transactions by Access Persons unless he or she has been specifically designated an Investment Person:
. Transactions of 100 shares or less of common or preferred stocks of a class that is publicly traded on a national stock exchange.
. Transactions with an aggregate dollar value (excluding commissions) of $10,000 or less.
c. Process. Access Persons are required to submit a written preclearance request to the Compliance Officer and receive written approval for the transaction before executing a trade for a Covered Security transaction requiring preclearance. Trades in Covered Securities cannot be executed until the Compliance Officer provides specific approval. Preclearance will not be granted at any time when there are open orders relating to the implementation of changes to model portfolios in the same Covered Security for Separate Account Clients. Further, preclearance will not be granted for any trades that would violate the blackout period restriction as it applies to personal transactions effected within 7 days after a Separate Account Client trade.
The Firms reserve the right to require any Access Person to preclear exempted transactions at any time and, if requested by the Firms, an Access Person must obtain the approval of the Compliance Officer before buying or selling any security, for such period (which may be indefinite) as the Compliance Officer shall determine.
NOTE: Access Persons should keep a copy of all completed preclearance approvals for a period of at least 12 months. You can get copies of any forms or reporting procedures from the Compliance Officer, or the Firms' Intranet.
7. Good Until Canceled and Limit Orders. No Access Person shall place a "good until canceled," "limit", or equivalent order with his/her broker for any Covered Security subject to the preclearance requirement except that an Access Person may utilize a "day order with a limit" so long as the transaction is consistent with provisions of this Code, including the preclearance procedures. All orders must expire at the end of the trading day on which they are precleared unless otherwise extended by the Compliance Officer.
8. Exempt Transactions. The blackout period, short term trading of Covered Securities, and preclearance requirements do not apply to Covered Funds and the following categories of transactions in Covered Securities by all Access Persons:
. Transactions in any Covered Security guaranteed by the United States Government.
. Transactions that occur by operation of law or under any other circumstance in which no investment discretion is exercised, and no recommendations are made, by the Access Person or any member of their Family/Household.
. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of a Covered Security held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.
. Purchases of a Covered Security pursuant to an automatic investment, withdrawal or dividend reinvestment plan.
. Transactions in Exchange Traded Funds ("ETFs"), Exchange Traded Notes ("ETNs") as well as any related options.
Additionally, the blackout period, short term trading of Covered Securities and preclearance requirements do not apply to the following categories of transactions in Covered Securities by Access Persons unless he or she has been specifically designated an Investment Person:
. Transactions in Covered Securities issued by a company with a market capitalization of at least $10 billion U.S. (or the equivalent in foreign currency).
. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts, so long as the transactions do not violate Section G.4. of this Code.
NOTE: These transactions are not exempted from the reporting requirements of this Code.
H. Compliance Officer Approval
The Compliance Officer is charged with responsibility for ensuring that all Access Persons adhere to the reporting requirements of this Code of Ethics and that the review requirements of this Code are performed in a prompt manner.
Definitions
The following terms have special meanings in this Code of Ethics:
. Access Person
. Beneficial Ownership
. Client
. Compliance Officer
. Covered Fund
. Covered Security
. Designated Broker
. Family/Household
. Initial Public Offering
. Investment Person
. Mutual Fund Client
. Private Placement
. Separate Account Client
. Supervised Person
The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "Beneficial Ownership") are sometimes used in other contexts, not related to Code of Ethics, where they may have different meanings. For example, "Beneficial Ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.
IMPORTANT: If you have any doubt or question about whether an investment, account, or person is covered by any of these definitions, ask the Compliance Officer. Do not just guess at the answer.
Access Person means Access Person as defined in Rule 17j-1 under the 1940 Act and/or Rule 204A-1 of the Advisers Act, as those rules are amended from time to time. The elements of these definitions are outlined on page 2 of this Code.
Due to the nature of the Firms' activities and for the purposes of administering this Code, the Firms have designated all their officers and employees as Access Persons.
The term "Access Person" under this Code and relating to the Firms normally does not include an employee of a company in a control relationship to the Firms, who is not an employee, officer, or director of any of the Firms, where such company is required to have a Code of Ethics containing provisions reasonably necessary to prevent the Access Person from engaging in any act, practice, or course of business prohibited by Rule 17j-1(a) and such employee is required to report his or her transactions to such company. However, in certain instances a person may be an employee of both the Firms and an affiliated adviser, and may be subject to more than one Code of Ethics.
Beneficial Ownership means beneficial ownership as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:
. securities held in a person's own name, or that are held for the person's benefit in nominee, custodial, or "street name" accounts.
. securities owned by a member of your Family/Household.
. securities owned by or for a partnership, in which the person is a general partner (whether the ownership is under the name of that partner, another partner, the partnership, or through a nominee, custodial, or "street name" account).
. securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager.
. securities in a person's individual retirement account.
. securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.
. securities owned by a trust of which the person is either a trustee or a beneficiary.
. securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity, or through a nominee, custodial, or "street name" account).
. securities that are traded on behalf of an investment club of which an Access Person is a club member or in which a member of their Family/Household is a member.
The above is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.
Client means any individual, entity, or registered investment company for which NAMA serves as adviser or subadviser, or ND serves as distributor. Client information includes information obtained from entities contracted by NAMA as adviser to serve as subadviser for certain Mutual Fund Clients and Separate Account Clients.
Compliance Officer currently means Anthony Loureiro, Senior Vice President, Compliance or another person that he has designated to perform the functions of Compliance Officer. For purposes of reviewing the Compliance Officer's own transactions and reports under this Code, the functions of the Compliance Officer are performed by Coleen Downs Dinneen, Senior Vice President, General Counsel, or her designee.
Covered Fund means (i) any investment company advised or subadvised (as defined in section 2(a)(20) of the 1940 Act) by NAMA, (ii) mutual funds that are advised by any investment adviser that controls NAMA, is controlled by NAMA or is under common control with NAMA (e.g. Loomis Sayles, Harris Associates, etc.), (iii) mutual funds administered by NAMA, (iv) any investment company distributed by ND. For clarification purposes, Covered Funds include, but are not limited to, the Natixis Funds, the Loomis Sayles Funds, and the Oakmark Funds.
NOTE: Covered Funds do not include money market funds whether or not NAMA (or any affiliate) serves as the investment adviser or subadviser.
NOTE: A 529 plan invested in underlying mutual funds will not be treated as a Covered Security or as an investment in Covered Funds, so long as the plan is not distributed, advised or subadvised by NAMA, ND or any affiliated firm, and your 529 plan investments are not in any portfolios distributed, advised or subadvised by NAMA, ND or any affiliated firm.
A complete list of Covered Funds may be obtained from the Compliance Officer or on the Firms' Intranet. The Compliance Officer may either add or remove funds from this list if he determines that there is either a heightened risk of access to portfolio information (in the case of funds that would not be considered Covered Funds under this definition), or no access to portfolio information about a fund (for those funds that would otherwise meet the above criteria of a Covered Fund).
Covered Security means a covered security as defined in Rule 17j-1 under the Investment Company Act, as amended from time to time. Currently this means anything that is considered a "security" under the Investment Company Act of 1940, except:
. Direct obligations of the U.S. Government.
. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.
. Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds).
NOTE: A 529 plan invested in underlying mutual funds will not be treated as a Covered Security or as an investment in Covered Funds, so long as the plan is not distributed, advised or subadvised by NAMA, ND or any affiliated firm, and your 529 plan investments are not in any portfolios distributed, advised or subadvised by NAMA, ND or any affiliated firm.
Security is a very broad term. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities", such as:
. Options on securities and currencies.
. Investments in all kinds of limited partnerships.
. Investments in foreign unit trusts, closed end funds, and foreign mutual funds.
. Investments in private investment funds, hedge funds, and investment clubs.
If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Compliance Officer.
Designated Broker means Charles Schwab, Fidelity Investments, or Merrill Lynch (collectively, the "Designated Brokers").
Family/Household means:
. Your spouse or live-in partner who shares your household and combines his or her financial resources in a manner similar to that of married persons (unless he or she does not live in the same household as you and you do not contribute in any way to his or her support).
. Your children under the age of 18.
. Your children who are 18 or older (if they live in the same household as you or you contribute in any way to their support).
. Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships.
. Any individual for whom you are exercising investment control.
NOTE: There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person's support. Second, members of your Family/Household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for Client accounts, and must not be allowed to benefit from that information.
Initial Public Offering ("IPO") means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Investment Persons - Include all Access Persons that have been specifically identified by the Compliance Department as having regular or periodic knowledge of material nonpublic information regarding the purchase and sale of securities by Mutual Fund Clients or Separate Account Clients.
In addition to exposure to Client trading information, an individual may be designated an Investment Person for any reason. A complete list of Investment Persons is maintained by the Compliance Department.
NOTE: All Investment Persons are also Access Persons and must satisfy all applicable Code requirements.
Mutual Fund Client includes all investment companies for which NAMA serves as adviser, or for which ND is the Distributor. All investment company Clients are currently considered Mutual Fund Clients.
Private Placement means an offering of a stock or bond that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) or Pursuant to Rule 504, 505, or 506 thereunder.
Separate Account Client includes all separately managed accounts for which NAMA provides investment advisory services.
Although NAMA has the ultimate investment decision-making authority with respect to securities to be purchased or sold, in most cases NAMA generally follows the recommendations implicit in the model portfolios supplied by its subadvisers. While NAMA relies primarily on these model portfolios to manage Client assets, it will retain discretionary authority over Client portfolios. This discretion will be primarily used to execute trades and manage accounts according to specific Client requirements.
Supervised Person means any partner, officer, director (or other person occupying a similar station or performing similar functions) or employee of a Firm, or other person who provides investment advice on behalf of NAMA and is subject to the supervision and control of NAMA. All Access Persons are also Supervised Persons.